As filed with the Securities and Exchange Commission on September 2, 2020
Registration
No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under
The
Securities Act of 1933
AUTODESK, INC.
(Exact
name of Registrant as specified in its charter)
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Delaware
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94-2819853
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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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111 McInnis Parkway
San Rafael, California 94903
(415) 507-5000
(Address, including zip code, and telephone number, including area code, of Registrants principal executive offices)
Andrew Anagnost
Chief
Executive Officer
Autodesk, Inc.
111 McInnis Parkway
San
Rafael, California 94903
(415) 507-5000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
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Pascal W. Di Fronzo, Esq.
SVP, Corporate Affairs, Chief Legal Officer and
Secretary
Autodesk,
Inc.
111 McInnis Parkway
San Rafael, California 94903
(415) 507-5000
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Thomas J. Ivey, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
525 University Avenue
Suite 1400
Palo Alto, CA
94301
(650) 470-4500
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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 the 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, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
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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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☐ (do not check if a smaller reporting company)
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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)(B)(2) of 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
(1)
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Proposed
Maximum
Offering
Price
Per Unit (1)
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Proposed
Maximum
Aggregate
Offering Price (1)
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Amount of
Registration Fee (2)
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Senior Debt Securities
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$
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$
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$
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(1) Omitted pursuant to General Instruction II.E of Form S-3. An unspecified and indeterminate amount of securities to be offered at indeterminate prices is being registered pursuant to this registration statement.
(2) The Registrant is deferring payment of the registration fee pursuant to Rule 456(b) and is
omitting this information in reliance on Rule 456(b) and Rule 457(r). Any additional registration fees will be paid subsequently on a
pay-as-you-go basis.
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