Attached files
| file | filename |
|---|---|
| EX-5.01 - EX-5.01 - GREEN DOT CORP | v55076mfexv5w01.htm |
| EX-23.02 - EX-23.02 - GREEN DOT CORP | v55076mfexv23w02.htm |
As filed with the Securities and
Exchange Commission on July 22, 2010
Registration
No. 333-
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
Washington, D.C. 20549
Form S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GREEN DOT CORPORATION
(Exact name of Registrant as
specified in its charter)
| Delaware | 6199 | 95-4766827 | ||
|
(State or other jurisdiction
of incorporation or organization) |
(Primary standard industrial classification code number) |
(I.R.S. employer identification no.) |
605 East Huntington Drive,
Suite 205
Monrovia, CA 91016
(626) 775-3400
(Address, including zip code,
and telephone number, including area code, of Registrant’s
principal executive offices)
John C. Ricci
General Counsel
Green Dot Corporation
605 East Huntington Drive,
Suite 205
Monrovia, CA 91016
(626) 775-3400
(Name, address, including zip
code, and telephone number, including area code, of agent for
service)
Copies to:
|
Laird H. Simons III, Esq.
|
William V. Fogg, Esq. | |
|
William L. Hughes, Esq.
|
Daniel A. O’Shea, Esq. | |
|
James D. Evans, Esq.
|
Cravath, Swaine & Moore LLP | |
|
Fenwick & West LLP
|
Worldwide Plaza | |
|
801 California Street
|
825 Eighth Avenue | |
|
Mountain View, CA 94041
|
New York, NY 10019 | |
|
(650) 988-8500
|
(212) 474-1000 |
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
of 1933, check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same
offering. þ
333-165081
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act of 1933, 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 of 1933, 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. (Check one):
|
Large accelerated filer o
|
Accelerated filer o | Non-accelerated filer þ | Smaller reporting company o | |||
| (Do not check if a smaller reporting company) |
CALCULATION OF
REGISTRATION FEE
|
Proposed Maximum |
Proposed Maximum |
|||||||||||
|
Title of Each Class of |
Amount to be |
Aggregate Offering |
Aggregate |
Amount of |
||||||||
| Securities to be Registered | Registered(1) | Price Per Share(2) | Offering Price | Registration Fee(3) | ||||||||
|
Class A Common Stock, par value $0.001 per share
|
495,471 | $36.00 | $17,836,956 | $1,272 | ||||||||
| (1) | Includes 108,248 shares subject to the underwriters’ over-allotment option. |
| (2) | Based on the per share public offering price of the Class A Common Stock. |
| (3) | The Registrant previously registered an aggregate of $166,120,045.00 worth of its Class A Common Stock on the Registration Statement on Form S-1 initially filed by the Registrant on February 26, 2010 (Registration No. 333-165081) for which the Registrant paid filing fees in the aggregate amount of $11,485.00. |
This Registration Statement shall become effective upon
filing with the Commission in accordance with Rule 462(b)
under the Securities Act of 1933, as amended.
EXPLANATORY
NOTE
This Registration Statement is being filed with the Securities
and Exchange Commission pursuant to Rule 462(b) under the
Securities Act of 1933, as amended (the “Securities
Act”), and General Instruction V of
Form S-1.
This Registration Statement relates to the public offering of
Class A Common Stock of the Registrant contemplated by a
Registration Statement on
Form S-1,
as amended (Registration
No. 333-165081)
(the “Initial Registration Statement”),
declared effective on July 21, 2010 by the Securities and
Exchange Commission (the “Commission”)
and is being filed for the sole purpose of registering the offer
and sale of 495,471 shares.
INCORPORATION OF
CERTAIN INFORMATION BY REFERENCE
In accordance with General Instruction V to
Form S-1
and Rule 462(b) promulgated under the Securities Act, this
Registration Statement incorporates by reference the entire
contents of the Initial Registration Statement, including all
exhibits thereto, and including the Rule 430A information
thereto to be filed pursuant to Rule 424(b) on the date of
this Registration Statement.
PART II
INFORMATION NOT
REQUIRED IN PROSPECTUS
| Item 16. | Exhibits and Financial Statement Schedules |
|
Exhibit |
||||
|
Number
|
Exhibit Title
|
|||
| 5 | .01 | Opinion of Fenwick & West LLP regarding the legality of the securities being registered. | ||
| 23 | .01 | Consent of Fenwick & West LLP (included in Exhibit 5.01). | ||
| 23 | .02 | Consent of Ernst & Young LLP, independent registered public accounting firm. | ||
| 24 | .01 | Power of Attorney (incorporated by reference to Exhibit 24.01 of the Form S-1 filed by the Registrant with the Commission on February 26, 2010). | ||
SIGNATURES
Pursuant to the requirements of the Securities Act, the
Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Monrovia, State of California, on
July 22, 2010.
GREEN DOT CORPORATION
| By: |
/s/ Steven
W. Streit
|
Steven W. Streit
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons
in the capacities and on the dates indicated:
|
Name
|
Title
|
Date
|
||||
| Principal Executive Officer: | ||||||
|
/s/ Steven
W. Streit Steven W. Streit |
Chairman, President and Chief Executive Officer | July 22, 2010 | ||||
| Principal Financial Officer: | ||||||
|
/s/ John
L. Keatley John L. Keatley |
Chief Financial Officer | July 22, 2010 | ||||
| Principal Accounting Officer: | ||||||
|
/s/ Simon
M. Heyrick Simon M. Heyrick |
Chief Accounting Officer | July 22, 2010 | ||||
| Additional Directors: | ||||||
|
* Kenneth C. Aldrich |
Director | July 22, 2010 | ||||
|
* Timothy R. Greenleaf |
Director | July 22, 2010 | ||||
|
* Virginia L. Hanna |
Director | July 22, 2010 | ||||
|
* Michael J. Moritz |
Director | July 22, 2010 | ||||
|
* William H. Ott, Jr. |
Director | July 22, 2010 | ||||
|
* W. Thomas Smith, Jr. |
Director | July 22, 2010 | ||||
| By: |
/s/ John
C.
Ricci Attorney-in-Fact |
|||||
EXHIBIT INDEX
|
Exhibit |
||||
|
Number
|
Exhibit Title
|
|||
| 5 | .01 | Opinion of Fenwick & West LLP regarding the legality of the securities being registered. | ||
| 23 | .01 | Consent of Fenwick & West LLP (included in Exhibit 5.01). | ||
| 23 | .02 | Consent of Ernst & Young LLP, independent registered public accounting firm. | ||
| 24 | .01 | Power of Attorney (incorporated by reference to Exhibit 24.01 of the Form S-1 filed by the Registrant with the Commission on February 26, 2010). | ||