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EX-5.1 - EX-5.1 - XOOM Corpd487304dex51.htm
EX-23.1 - EX-23.1 - XOOM Corpd487304dex231.htm

As filed with the Securities and Exchange Commission on February 14, 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

 

 

Xoom Corporation

(Exact name of registrant as specified in its charter)

 

Delaware 

  7389   94-3401054
(State or other jurisdiction of
incorporation or organization)
  (Primary Standard Industrial
Classification Code Number)
  (I.R.S. Employer
Identification No.)

Xoom Corporation

100 Bush Street, Suite 300

San Francisco, CA 94104

(415) 777-4800

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

John Kunze

Xoom Corporation

President & Chief Executive Officer

100 Bush Street, Suite 300

San Francisco, CA 94104

(415) 777-4800

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

 

Anthony J. McCusker, Esq.

Richard A. Kline, Esq.

Goodwin Procter LLP

135 Commonwealth Drive

Menlo Park, CA 94025

(650) 752-3100

 

Christopher G. Ferro, Esq.

Vice President and General Counsel

Xoom Corporation

100 Bush Street, Suite 300

San Francisco, CA 94104

(415) 777-4800

  Douglas D. Smith, Esq.
Stewart L. McDowell, Esq.
Gibson, Dunn & Crutcher LLP
555 Mission Street, Suite 3000
San Francisco, CA 94105
(415) 393-8200

 

 

Approximate date of commencement of proposed sale to public: as soon as practicable after this Registration Statement is declared 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, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    x 333-185967

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 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 registration statement for the same offering.    ¨

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       ¨      Accelerated filer    ¨
Non-accelerated filer   x   (Do not check if a smaller reporting company)    Smaller reporting company    ¨

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of Each Class of

Securities to be Registered

 

Amount

to be

Registered(1)

 

Proposed Maximum

Aggregate Offering

Price Per Share

 

Proposed Maximum

Aggregate

Offering Price

 

Amount of

Registration Fee(2)

Common Stock, $0.0001 par value per share

 

661,250

 

$16.00

 

$10,580,000

 

$1,444

 

 

(1) Represents only the additional number of shares being registered and includes 86,250 shares of common stock that may be purchased by the underwriters to cover over-allotments, if any. Does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1 (File No. 333-185967).
(2) 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 $99,187,500 on a Registration Statement on Form S-1 (File No. 333-185967), which was declared effective by the Securities and Exchange Commission on February 14, 2013. In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $10,580,000 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, Xoom Corporation 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. 333-185967), which we originally filed on January 11, 2013, as amended, or the Registration Statement, and which the SEC declared effective on February 14, 2013.

We are filing this registration statement for the sole purpose of increasing by 661,250 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, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on this 14th day of February, 2013.

 

Xoom Corporation

By:

 

/s/ John Kunze

  John Kunze, 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/ John Kunze

John Kunze

   President, Chief Executive Officer and Director (Principal Executive Officer)   February 14, 2013

/s/ Ryno Blignaut

Ryno Blignaut

   Chief Financial Officer (Principal Financial and Accounting Officer)   February 14, 2013

*

Roelof Frederik Botha

  

Director

  February 14, 2013

*

Alison Davis

  

Director

  February 14, 2013

*

Murray J. Demo

  

Director

  February 14, 2013

*

Kevin E. Hartz

  

Director

  February 14, 2013

*

C. Richard Kramlich

  

Director

  February 14, 2013

*

Anne Mitchell

  

Director

  February 14, 2013

*

Keith Rabois

  

Director

  February 14, 2013

*

Matthew Roberts

  

Director

  February 14, 2013

*By:

 

/s/ John Kunze

John Kunze

Attorney-in-fact

    

 


EXHIBIT INDEX

 

Exhibit
Number

  

Description of Document

  5.1    Opinion of Goodwin Procter LLP.
23.1    Consent of KPMG LLP, independent registered public accounting firm.
23.2    Consent of Goodwin Procter LLP (included in Exhibit 5.1).
24.1    Power of Attorney of certain directors of Xoom Corporation (incorporated by reference to Registration Statement on Form S-1 (File No. 333-185967) filed January 11, 2013, as amended).