Attached files
file | filename |
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EX-5.1 - EX-5.1 - Amber Road, Inc. | d696552dex51.htm |
EX-23.1 - EX-23.1 - Amber Road, Inc. | d696552dex231.htm |
As filed with the Securities and Exchange Commission on March 20, 2014.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AMBER ROAD, INC.
(Exact name of registrant as specified in its charter)
Delaware | 7372 | 22-2590301 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
One Meadowlands Plaza
East Rutherford, New Jersey 07073
(201) 935-8588
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
James W. Preuninger | John W. Preuninger | |
Chief Executive Officer | President and Chief Operating Officer |
Amber Road, Inc.
One Meadowlands Plaza
East Rutherford, New Jersey 07073
Telephone: (201) 935-8588
Telecopy: (201) 935-5187
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Victor H. Boyajian, Esq. | Kenneth J. Gordon, Esq. | |
Ira L. Kotel, Esq. | Goodwin Procter LLP | |
Dentons US LLP | Exchange Place | |
1221 Avenue of the Americas | 53 State Street | |
New York, New York 10020-1089 | Boston, Massachusetts 02109 | |
Telephone: (212) 768-6700 | Telephone: (617) 570-1000 | |
Telecopy: (212) 768-6800 | Telecopy: (617) 523-1231 |
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, as amended, 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 333-193858
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. ¨
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 |
Proposed Maximum Offering Price Per Share |
Proposed Offering Price (2) |
Amount of Registration Fee (2) | ||||
Common Stock, $0.001 par value |
999,999 shares | $13.00 | $12,999,987 | $1,674.40 | ||||
| ||||||||
|
(1) | Represents the additional number of shares being registered hereunder pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, including an additional 130,434 shares that the underwriters have the option to purchase from selling stockholders. Excludes the shares that the Registrant previously registered on the Registration Statement on Form S-1, as amended (File No. 333-193858). |
(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 with a maximum aggregate offering price not to exceed $93,753,750 on the Registration Statement on Form S-1, as amended (File No. 333-193858), which was declared effective by the Securities and Exchange Commission on March 20, 2014. In accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended, an additional amount of securities with a maximum aggregate offering price not to exceed $12,999,987 is being registered hereby, which includes an additional 130,434 shares that the underwriters have the option to purchase from selling stockholders. |
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
Pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, this registration statement (this 462(b) Registration Statement) is being filed by Amber Road, Inc. (the Registrant) with the Securities and Exchange Commission (the Commission). The contents of the Registration Statement on Form S-1 (File No. 333-193858) filed by the Registrant with the Commission on February 10, 2014, as amended, including the exhibits thereto, which was declared effective by the Commission on March 20, 2014 (the Prior Registration Statement), is incorporated herein by reference.
The Registrant is filing this 462(b) Registration Statement in order to increase the aggregate number of shares of common stock, par value $0.001 per share, offered by the selling stockholders by 999,999 shares, of which 130,434 shares may be sold in the event the underwriters exercise an option to purchase such additional shares from the selling stockholders. The additional securities that are being registered for 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 Prior Registration Statement. The information set forth in the Prior Registration Statement and all exhibits to the Prior Registration Statement are hereby incorporated by reference in this 462(b) Registration Statement.
The required opinion and consents are listed on an Exhibit Index attached hereto and filed herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of East Rutherford, State of New Jersey, on March 20, 2014.
AMBER ROAD, INC. | ||
/s/ James W. Preuninger | ||
By: | James W. Preuninger | |
Chief Executive Officer and Director |
Pursuant to the requirements of the Securities Act of 1933, this 462(b) Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature |
Title |
Date | ||
/s/ James W. Preuninger James W. Preuninger |
Chief Executive Officer and Director (principal executive officer) |
March 20, 2014 | ||
/s/ Thomas E. Conway Thomas E. Conway |
Chief Financial Officer (Principal Financial and Accounting Officer) |
March 20, 2014 | ||
/s/ John W. Preuninger John W. Preuninger |
President, Chief Operating Officer and Director |
March 20, 2014 | ||
/s/ Donald R. Caldwell Donald R. Caldwell |
Director | March 20, 2014 | ||
/s/ Bernard M. Goldsmith Bernard M. Goldsmith |
Director | March 20, 2014 | ||
/s/ Kenneth M. Harvey Kenneth M. Harvey |
Director | March 20, 2014 | ||
/s/ Rudy C. Howard |
Director | March 20, 2014 | ||
Rudy C. Howard | ||||
/s/ Barry M. V. Williams |
Chairman | March 20, 2014 | ||
Barry M. V. Williams |
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Registration Statement On Form S-1
Exhibit Index
Exhibit Number |
Description of Exhibit | |
5.1 | Opinion of Dentons US LLP | |
23.1 | Consent of KPMG LLP | |
23.2 | Consent of Dentons US LLP (see Exhibit 5.1) |
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