Attached files
As filed with the Securities and Exchange Commission on December 12, 2011
Registration No. 333-
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
Under
The Securities Act of 1933
Jive Software, Inc.
(Exact name of Registrant as specified in its charter)
Delaware | 7372 | 42-1515522 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
Jive Software, Inc.
325 Lytton Avenue, Suite 200
Palo Alto, California 94301
(650) 319-1920
(Address, including zip code, and telephone number, including area code, of Registrants principal executive offices)
Anthony Zingale
Chief Executive Officer
Jive Software, Inc.
325 Lytton Avenue, Suite 200
Palo Alto, California 94301
(650) 319-1920
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Jeffrey D. Saper, Esq. Robert G. Day, Esq. Wilson Sonsini Goodrich & Rosati, Professional Corporation 650 Page Mill Road Palo Alto, California 94304 (650) 493-9300 |
Gordon K. Davidson, Esq. Jeffrey R. Vetter, Esq. James D. Evans, Esq. Fenwick & West LLP 801 California Street Mountain View, California 94041 (650) 988-8500 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.
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: ¨
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. x 333-176483
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. ¨ ____________
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. ¨ ____________
CALCULATION OF REGISTRATION FEE
| ||||||||
Title of Each Class of Securities to be Registered | Amount to be Registered (a) |
Proposed Maximum Offering Price per Share |
Proposed Maximum Offering Price |
Amount of Registration Fee (b) | ||||
Common Stock, $0.001 par value per share |
2,000,000 | $12.00 | $24,000,000 | $2,750.40 | ||||
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|
(a) | Represents only the additional number of shares being registered. Does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1 (File No. 333-176483). |
(b) | The registration fee is calculated in accordance with Rule 457(a) under the Securities Act of 1933, as amended, based on the proposed maximum aggregate offering price. The registrant previously registered securities at an aggregate offering price not to exceed $134,555,400 on a Registration Statement on Form S-1 (File No. 333-176483), which was declared effective by the Securities and Exchange Commission on December 12, 2011. In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $24,000,000 is hereby registered, which includes shares issuable upon the exercise of the underwriters over-allotment option. |
This registration statement shall become effective upon filing with the Commission in accordance with Rule 462(b) of the Securities Act of 1933, as amended.
EXPLANATORY NOTE AND INCORPORATION BY REFERENCE
Pursuant to Rule 462(b) under the Securities Act of 1933, as amended, Jive Software, Inc. is filing this registration statement with the Securities and Exchange Commission, or SEC. This registration statement relates to the public offering of securities contemplated by the registration statement on Form S-1 (File No. 333-176483), which we originally filed on August 24, 2011, as amended, or the Registration Statement, and which the SEC declared effective on December 12, 2011.
We are filing this registration statement for the sole purpose of increasing by 2,000,000 shares the number of shares of our common stock to be registered for issuance and sale. The additional securities that are being registered for issuance and sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Calculation of Registration Fee table contained in the Registration Statement. The information set forth in the Registration Statement is incorporated by reference in this filing.
The required opinions and consents are listed on the exhibit index and filed with this filing.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palo Alto, State of California, on the 12th day of December, 2011.
JIVE SOFTWARE, INC. | ||
By: | /s/ Anthony Zingale | |
Anthony Zingale Director and Chief Executive 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 | ||
/s/ Anthony Zingale Anthony Zingale |
Director and Chief Executive Officer |
December 12, 2011 | ||
/s/ Bryan LeBlanc Bryan LeBlanc |
Chief Financial Officer |
December 12, 2011 | ||
* David G. DeWalt |
Director |
December 12, 2011 | ||
* Jim Goetz |
Director |
December 12, 2011 | ||
* Bill Lanfri |
Director |
December 12, 2011 | ||
* Sundar Pichai |
Director |
December 12, 2011 | ||
* Chuck Robel |
Director |
December 12, 2011 | ||
* Ted Schlein |
Director |
December 12, 2011 | ||
* Bill Lynch |
Director |
December 12, 2011 |
*By: | /s/ Bryan LeBlanc | |
Bryan LeBlanc Attorney-in-fact |
EXHIBIT INDEX
Exhibit |
Description of Document | |
5.1 | Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation. | |
23.1 | Consent of KPMG LLP, independent auditor. | |
23.2 | Consent of KPMG LLP, independent registered public accounting firm. | |
23.3 | Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in Exhibit 5.1). | |
24.1 | Power of Attorney of certain directors of Jive Software, Inc. (incorporated by reference to Registration Statement on Form S-1 (File No. 333-176483) filed August 24, 2011, as amended). |