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As filed with the Securities and Exchange Commission on September 20, 2013
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
Under
The Securities Act of 1933
Shutterstock, Inc.
(Exact name of Registrant as specified in its charter)
| Delaware (State or other jurisdiction of incorporation or organization) |
7389 (Primary Standard Industrial Classification Code Number) |
80-0812659 (I.R.S. Employer Identification Number) |
60 Broad Street, 30th Floor
New York, NY 10004
(646) 419-4452
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
Jonathan Oringer
Chief Executive Officer
Shutterstock, Inc.
60 Broad Street, 30th Floor
New York, NY 10004
(646) 419-4452
(Name, address including zip code, and telephone number including area code, of agent for service)
Copies to:
| Brian B. Margolis, Esq. Stephen C. Ashley, Esq. Orrick, Herrington & Sutcliffe LLP 51 West 52nd Street New York, NY 10019 (212) 506-5000 |
Gregory B. Astrachan, Esq. Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, NY 10019 (212) 728-8000 |
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement.
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, check the following box. o
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. ý 333-190805
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
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.
Large accelerated filer o |
Accelerated filer o | Non-accelerated filer ý (Do not check if a smaller reporting company) |
Smaller reporting company o |
CALCULATION OF REGISTRATION FEE
|
||||||||
| Title of Each Class of Securities to be Registered |
Amount to be Registered(1) |
Proposed Maximum Offering Price Per Share(2) |
Proposed Maximum Aggregate Offering Price(1)(2) |
Amount of Registration Fee |
||||
|---|---|---|---|---|---|---|---|---|
Common Stock, par value $0.01 per share |
690,000 | $56.98 | $39,316,200 | $5,363 | ||||
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- (1)
- Includes
90,000 shares of Common Stock issuable upon exercise of the Underwriters' option to purchase additional shares.
- (2)
- Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act, based upon the average of the high and low sales prices of the Registrant's Common Stock as reported by the New York Stock Exchange on September 13, 2013. The Registrant previously registered 4,600,000 shares of its Common Stock at a proposed maximum aggregate offering price of $276,345,000 on a Registration Statement on Form S-1 (File No. 333-190805), which was declared effective by the Securities and Exchange Commission on September 19, 2013. In accordance with Rule 462(b) under the Securities Act, an additional 690,000 shares having a proposed maximum aggregate offering price of $39,316,200 are hereby registered, which includes shares issuable upon exercise of the Underwriters' option to purchase additional shares.
This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed with the Securities and Exchange Commission (the "Commission") pursuant to Rule 462(b) under the Securities Act of 1933, as amended. This Registration Statement relates to the public offering of common stock of the Registrant contemplated by the Registration Statement on Form S-1, as amended (File No. 333-190805), originally filed by the Registrant on August 23, 2013 (the "Prior Registration Statement"), and is being filed for the sole purpose of registering additional securities of the same class as were included in the Prior Registration Statement. The contents of the Prior Registration Statement and all exhibits thereto are hereby incorporated by reference.
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on September 19, 2013.
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SHUTTERSTOCK, INC. | |||
|
By: |
/s/ TIMOTHY E. BIXBY Timothy E. Bixby Chief Financial Officer |
||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
Signature
|
Title
|
Date
|
|||
|---|---|---|---|---|---|
| * Jonathan Oringer |
Founder, Chief Executive Officer and Director | September 19, 2013 | |||
* Thilo Semmelbauer |
President and Chief Operating Officer (Principal Executive Officer) |
September 19, 2013 |
|||
/s/ TIMOTHY E. BIXBY Timothy E. Bixby |
Chief Financial Officer (Principal Financial and Accounting Officer) |
September 19, 2013 |
|||
* Steven Berns |
Director |
September 19, 2013 |
|||
* Jeff Epstein |
Director |
September 19, 2013 |
|||
* Tom Evans |
Director |
September 19, 2013 |
|||
* Jeffrey Lieberman |
Director |
September 19, 2013 |
|||
* Jon Miller |
Director |
September 19, 2013 |
| *By: | /s/ TIMOTHY E. BIXBY Timothy E. Bixby Attorney-in-Fact |
The Power of Attorney granted by each officer and director was filed as an exhibit to the Prior Registration Statement.
| Exhibit Number | Description | ||
|---|---|---|---|
| 5.1 | Opinion of Orrick, Herrington & Sutcliffe LLP. | ||
| 23.1 | Consent of PricewaterhouseCoopers LLP. | ||
| 23.2 | Consent of Orrick, Herrington & Sutcliffe LLP (included in Exhibit 5.1). | ||
| 24.1 | * | Power of Attorney. | |
- *
- Incorporated by reference from the Prior Registration Statement.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
SIGNATURES
EXHIBIT INDEX
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September 20, 2013
Shutterstock, Inc.
60 Broad Street, 30th Floor
New York, NY 10004
- Re:
- Registration Statement on Form S-1
Ladies and Gentlemen:
This opinion is furnished to you in connection with the registration statement on Form S-1 (the "Registration Statement") filed by Shutterstock, Inc., a Delaware corporation (the "Company"), with the Securities and Exchange Commission (the "Commission") on September 20, 2013 pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended (the "Securities Act"). The Registration Statement relates to the registration of 690,000 shares of common stock of the Company, par value $0.01 per share (the "Shares"), all of which will be sold by certain selling stockholders (the "Selling Stockholders") (including up to 90,000 shares issuable upon exercise of an option granted by the Selling Stockholders to the underwriters to purchase additional shares). The Shares will be sold pursuant to an underwriting agreement, substantially in the form filed as an exhibit to the Registration Statement on Form S-1 (File No. 333-190805) (the "Prior Registration Statement"), to be entered into by and among the Company, the Selling Stockholders and the underwriters (the "Underwriting Agreement"). The Prior Registration Statement is incorporated by reference into the Registration Statement pursuant to Rule 462(b) under the Securities Act. This opinion is in addition to our opinion that was filed as Exhibit 5.1 to the Company's Amendment No. 2 to the Prior Registration Statement.
We are acting as counsel for the Company and the Selling Stockholders in connection with the sale by the Selling Stockholders of the Shares. In connection with rendering the opinion set forth below, we have examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of instruments, documents, and records which we deemed relevant and necessary for the purpose of rendering our opinion set forth below. In such examination, we have assumed the following: (a) the authenticity of original documents and the genuineness of all signatures, (b) the conformity to the originals of all documents submitted to us as copies, (c) the representations of officers and employees of the Company and the Selling Stockholders are correct as to questions of fact, and (d) the Registration Statement has been declared effective pursuant to the Securities Act.
We express no opinion as to matters of law other than the General Corporation Law of the State of Delaware (including the statutory provisions and all applicable judicial decisions interpreting those laws) and the federal laws of the United States of America.
Based upon the foregoing, we are of the opinion that the Shares to be issued and sold by the Selling Stockholders have been duly authorized and are validly issued, fully paid and non-assessable.
We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission promulgated
thereunder, nor do we thereby admit that we are "experts" within the meaning of such term as used in the Securities Act with respect to any part of the Registration Statement, including this opinion letter as an exhibit or otherwise.
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Very truly yours, |
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/s/ ORRICK, HERRINGTON & SUTCLIFFE LLP |
|
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ORRICK, HERRINGTON & SUTCLIFFE LLP |
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CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-1 of our report dated March 1, 2013 relating to the financial statements, which appears in Shutterstock, Inc.'s Registration Statement on Amendment No. 2 to Form S-1 (No. 333-190805). We also consent to the reference to us under the heading "Experts" in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
New
York, New York
September 19, 2013
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM