As filed with the Securities and Exchange Commission on February 11, 2019
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
VIASAT, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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33-0174996
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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6155 El Camino Real
Carlsbad, California 92009
(760)
476-2200
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Robert Blair, Esq.
Vice President, General Counsel and Secretary
Viasat, Inc.
6155 El
Camino Real
Carlsbad, California 92009
(760)
476-2200
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Craig M.
Garner
Latham & Watkins LLP
12670 High Bluff Drive
San Diego, California 92130
(858)
523-5400
Approximate
date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.
If the
only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following
box. ☒
If this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D.
filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting
company, and emerging growth company in Rule
12b-2
of the Exchange Act.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated
filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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Title of Each Class of
Securities to be Registered
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Amount
to be
Registered
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Proposed
Maximum
Offering Price
per Unit
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Common Stock, par value $0.0001 per share
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(1)(2)(3)
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(1)(2)
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(1)(2)
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(4)
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Preferred Stock, par value $0.0001 per share
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(1)(2)(3)
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(1)(2)
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(1)(2)
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(4)
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Debt Securities
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(1)(2)
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(1)(2)
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(1)(2)
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(4)
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Depositary Shares
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(1)(2)
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(1)(2)
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(1)(2)
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(4)
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Warrants
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(1)(2)
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(1)(2)
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(1)(2)
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(4)
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Rights
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(1)(2)
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(1)(2)
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(1)(2)
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(4)
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(1)
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Omitted pursuant to Form
S-3
General Instruction II.E.
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(2)
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An unspecified number of the securities of each identified class of securities is being registered for
possible issuance from time to time at indeterminate prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities or that are represented by depositary shares.
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(3)
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Includes rights to acquire common stock or preferred stock under any stockholder rights plan then in effect,
if applicable under the terms of any such plan.
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(4)
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In accordance with Rules 456(b) and 457(r) under the Securities Act, the registrant is deferring payment of
the entire registration fee.
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