ZoomInfo Technologies Inc. - FORM S-1/A

Attached files

file	filename
EX-10.36 - EXHIBIT 10.36 - ZoomInfo Technologies Inc.	exhibit1036formofrestricti.htm
EX-10.35 - EXHIBIT 10.35 - ZoomInfo Technologies Inc.	exhibit1035formofltipunita.htm
EX-10.34 - EXHIBIT 10.34 - ZoomInfo Technologies Inc.	exhibit1034formofclasspuni.htm
EX-10.33 - EXHIBIT 10.33 - ZoomInfo Technologies Inc.	exhibit1033formofnon-emplo.htm
EX-10.32 - EXHIBIT 10.32 - ZoomInfo Technologies Inc.	exhibit1032formofnon-emplo.htm
EX-10.31 - EXHIBIT 10.31 - ZoomInfo Technologies Inc.	exhibit1031formofstandarde.htm
EX-10.30 - EXHIBIT 10.30 - ZoomInfo Technologies Inc.	exhibit1030formofleverager.htm
EX-10.29 - EXHIBIT 10.29 - ZoomInfo Technologies Inc.	exhibit1029formofstockopti.htm
EX-10.28 - EXHIBIT 10.28 - ZoomInfo Technologies Inc.	exhibit1028formofstandarde.htm
EX-10.22 - EXHIBIT 10.22 - ZoomInfo Technologies Inc.	exhibit1022s-1aemploymenta.htm
EX-10.8 - EXHIBIT 10.8 - ZoomInfo Technologies Inc.	exhibit108employeestockpur.htm
EX-10.7 - EXHIBIT 10.7 - ZoomInfo Technologies Inc.	exhibit1072020omnibusincen.htm
EX-10.4 - EXHIBIT 10.4 - ZoomInfo Technologies Inc.	exhibit104taxreceivableagr.htm
EX-10.3 - EXHIBIT 10.3 - ZoomInfo Technologies Inc.	exhibit103taxreceivableagr.htm
EX-10.2 - EXHIBIT 10.2 - ZoomInfo Technologies Inc.	exhibit102amendedandrestat.htm
EX-10.1 - EXHIBIT 10.1 - ZoomInfo Technologies Inc.	exhibit101s-1aamendedandre.htm

As filed with the Securities and Exchange Commission on May 22, 2020.

Registration No. 333-236674

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 2 TO

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ZoomInfo Technologies Inc.

(Exact name of registrant as specified in its charter)



Delaware	7372	84-3721253
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

805 Broadway Street, Suite 900

Vancouver, Washington 98660

Telephone: (800) 914-1220

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

Anthony Stark

General Counsel

ZoomInfo Technologies Inc.

805 Broadway Street, Suite 900

Vancouver, Washington 98660

Telephone: (800) 914-1220

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

Copies to:



Richard A. Fenyes Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, New York 10017 Telephone: (212) 455-2000	Marc D. Jaffe Jason M. Licht Stelios G. Saffos Latham & Watkins LLP 885 Third Avenue New York, New York 10022 Telephone: (212) 906-1200

Approximate date of commencement of proposed sale to the 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, please 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(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, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

CALCULATION OF REGISTRATION FEE



Title of Each Class of Securities to be Registered	Proposed Maximum Aggregate Offering Price⁽¹⁾⁽²⁾	Amount of Registration Fee⁽³⁾
Class A Common Stock, par value $0.01 per share	$500,000,000	$64,900


(1)	Estimated solely for the purpose of determining the amount of the registration fee in accordance with Rule 457(o) under the Securities Act of 1933.


(2)	Includes shares of Class A common stock that are subject to the underwriters’ option to purchase additional shares.


(3)	Previously paid.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

This Amendment No. 2 to the Registration Statement on Form S-1 is being filed solely for the purpose of filing exhibits as indicated in Part II of this Amendment No. 2. Accordingly, this Amendment No. 2 consists only of the facing page, this explanatory note, Part II of the Registration Statement, the signature pages to the Registration Statement and the filed exhibits. The prospectus is unchanged and has been omitted.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the expenses payable by the Registrant expected to be incurred in connection with the issuance and distribution of the shares of Class A common stock being registered hereby (other than the underwriting discount). All of such expenses are estimates, other than the filing and listing fees payable to the Securities and Exchange Commission, the Financial Industry Regulatory Authority, Inc., and the Nasdaq.



Filing Fee—Securities and Exchange Commission	$	64,900
Fee—Financial Industry Regulatory Authority, Inc.	75,500
Listing Fee—Nasdaq.	*
Fees of Transfer Agent	*
Fees and Expenses of Counsel	*
Fees and Expenses of Accountants	*
Printing Expenses	*
Miscellaneous Expenses	*
Total	*

________________


*	To be provided by amendment.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 102(b)(7) of the Delaware General Corporation Law (the “DGCL”) allows a corporation to provide in its certificate of incorporation that a director of the corporation will not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except where the director breached the duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase or redemption in violation of Delaware corporate law, or obtained an improper personal benefit. Our amended and restated certificate of incorporation provides for this limitation of liability.

Section 145 of the DGCL (“Section 145”) provides, among other things, that a Delaware corporation may indemnify any person who was, is, or is threatened to be made party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was an officer, director, employee, or agent of such corporation or is or was serving at the request of such corporation as a director, officer, employee, or agent of another corporation or enterprise against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit, or proceeding, provided such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation’s best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was illegal. A Delaware corporation may indemnify any persons who were or are a party to any threatened, pending, or completed action or suit by or in the right of the corporation by reason of the fact that such person is or was a director, officer, employee, or agent of another corporation or enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, provided such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation’s best interests, provided further that no indemnification is permitted without judicial approval if the officer, director, employee, or agent is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him or her against the expenses such officer or director has actually and reasonably incurred.

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Section 145 also provides that the expenses incurred by a director, officer, employee, or agent of the corporation or a person serving at the request of the corporation as a director, officer, employee, or agent of another corporation or enterprise in defending any action, suit, or proceeding may be paid in advance of the final disposition of the action, suit, or proceeding, subject, in the case of current officers and directors, to the corporation’s receipt of an undertaking by or on behalf of such officer or director to repay the amount so advanced if it shall be ultimately determined that such person is not entitled to be indemnified.

Section 145 further authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation or enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the corporation would otherwise have the power to indemnify him or her under Section 145.

Our amended and restated bylaws provide that we must indemnify our directors and officers to the fullest extent authorized by the DGCL and must also pay expenses incurred in defending any such proceeding in advance of its final disposition upon delivery of an undertaking, by or on behalf of an indemnified person, to repay all amounts so advanced if it should be determined ultimately that such person is not entitled to be indemnified under our amended and restated bylaws or otherwise.

The indemnification rights set forth above shall not be exclusive of any other right which an indemnified person may have or hereafter acquire under any statute, provision of our amended and restated certificate of incorporation, provision of our amended and restated bylaws, agreement, vote of stockholders or disinterested directors, or otherwise.

We expect to maintain standard policies of insurance that provide coverage (1) to our directors and officers against loss arising from claims made by reason of breach of duty or other wrongful act and (2) to us with respect to indemnification payments that we may make to such directors and officers.

We intend to enter into indemnification agreements with our directors and executive officers. These agreements will require us to indemnify these individuals to the fullest extent permitted under Delaware law against liabilities that may arise by reason of their service to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”), may be permitted to directors or executive officers, we have been informed that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy and is therefore unenforceable.

The proposed form of Underwriting Agreement to be filed as Exhibit 1.1 to this Registration Statement provides for indemnification of our directors and officers signing this Registration Statement by the underwriters against certain liabilities.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

On November 14, 2019, the Registrant issued 100 shares of the Registrant’s Class B common stock, par value $0.01 per share, to ZoomInfo Holdings LLC (formerly DiscoverOrg Holdings, LLC), for $1.00. The issuance of such shares of Class B common stock was not registered under the Securities Act, because the shares were offered and sold in a transaction by the issuer not involving any public offering exempt from registration under Section 4(a)(2) of the Securities Act.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a)Exhibits. See the Exhibit Index immediately preceding the signature pages hereto, which is incorporated by reference as if fully set forth herein.

(b)Financial Statement Schedules. None.

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ITEM 17. UNDERTAKINGS

(1)

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.


(2)	The undersigned registrant hereby undertakes that:

(A)

For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.


(B)	For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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EXHIBIT INDEX



Exhibit No.		Description
1.1		Form of Underwriting Agreement**
3.1		Form of Amended and Restated Certificate of Incorporation of the Registrant*
3.2		Form of Amended and Restated Bylaws of the Registrant*
5.1		Opinion of Simpson Thacher & Bartlett LLP**
10.1		Form of Amended and Restated Limited Liability Company Agreement of ZoomInfo OpCo
10.2		Form of Amended and Restated Limited Liability Company Agreement of ZoomInfo HoldCo
10.3		Form of Exchange Tax Receivable Agreement
10.4		Form of Reorganization Tax Receivable Agreement
10.5		Form of Registration Rights Agreement*
10.6		Form of Stockholders Agreement*
10.7		Form of 2020 Omnibus Incentive Plan†
10.8		Form of Employee Stock Purchase Plan†
10.9		Form of Indemnification Agreement**
10.10		First Lien Credit Agreement, dated as of February 1, 2019, among DiscoverOrg, LLC, DiscoverOrg Midco, LLC, the guarantors party thereto from time to time, Morgan Stanley Senior Funding, Inc., as administrative agent, collateral agent and L/C issuer, and the other lenders and L/C issuers party thereto*
10.11		Amendment No. 1 to the First Lien Credit Agreement, dated February 19, 2020, by and among DiscoverOrg, LLC, DiscoverOrg Midco, LLC, Morgan Stanley Bank, N.A., as the new term loan lender, the revolving credit lenders party thereto, Morgan Stanley Senior Funding, Inc., as administrative agent, collateral agent and L/C issuer*
10.12		First Lien Security Agreement, dated as of February 1, 2019, among DiscoverOrg, LLC, DiscoverOrg Midco, LLC, the grantors party thereto from time to time and Morgan Stanley Senior Funding, Inc., as collateral agent*
10.13		First Lien Holdings Guaranty, dated as of February 1, 2019, among DiscoverOrg Midco, LLC and Morgan Stanley Senior Funding, Inc., as administrative agent*
10.14		First Lien Subsidiary Guaranty, dated as of February 1, 2019, among the guarantors party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent*
10.15		First Lien Intercompany Subordination Agreement, dated as of February 1, 2019, among DiscoverOrg, LLC, DiscoverOrg Midco, LLC, the subordinated creditors and obligors party thereto from time to time and Morgan Stanley Senior Funding, Inc., as administrative agent and collateral agent*
10.16		Second Lien Credit Agreement, dated as of February 1, 2019, among DiscoverOrg, LLC, DiscoverOrg Midco, LLC, the guarantors party thereto from time to time, Morgan Stanley Senior Funding, Inc., as administrative agent, collateral agent and L/C issuer, and the other lenders and L/C issuers party thereto*
10.17		Second Lien Security Agreement, dated as of February 1, 2019, among DiscoverOrg, LLC, DiscoverOrg Midco, LLC, the grantors party thereto from time to time and Morgan Stanley Senior Funding, Inc., as collateral agent*
10.18		Second Lien Holdings Guaranty, dated as of February 1, 2019, among DiscoverOrg Midco, LLC and Morgan Stanley Senior Funding, Inc., as administrative agent*
10.19		Second Lien Subsidiary Guaranty, dated as of February 1, 2019, among the guarantors party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent*
10.20		Second Lien Intercompany Subordination Agreement, dated as of February 1, 2019, among DiscoverOrg, LLC, DiscoverOrg Midco, LLC, the subordinated creditors and obligors party thereto from time to time and Morgan Stanley Senior Funding, Inc., as administrative agent and collateral agent*

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Exhibit No.		Description
10.21		First Lien/Second Lien Intercreditor Agreement, dated as of February 1, 2019, among DiscoverOrg, LLC, DiscoverOrg Midco, LLC, the other grantors thereto from time to time, Morgan Stanley Senior Funding, Inc., as senior priority representative, Morgan Stanley Senior Funding, Inc., as second priority representative, and additional representatives party thereto from time to time*
10.22		Form of Employment Agreement by and between ZoomInfo Technologies Inc., ZoomInfo Holdings LLC and Henry Schuck†
10.23		Employment Agreement, dated August 26, 2018, by and between DiscoverOrg, LLC and Chris Hays†*
10.24		Compensation Letter, dated May 28, 2019, by and between DiscoverOrg Data, LLC and Chris Hays†*
10.25		Employment Agreement, dated December 21, 2018, by and between DiscoverOrg Data, LLC and Peter Cameron Hyzer†*
10.26		Form of HSKB Funds, LLC Subscription Agreement†*
10.27		Form of Class P Incentive Unit Agreement†*
10.28		Form of Standard Employee Stock Option Agreement under 2020 Omnibus Incentive Plan†
10.29		Form of Stock Option Agreement for Henry Schuck under 2020 Omnibus Incentive Plan†
10.30		Form of Leverage Restoration Stock Option Agreement under 2020 Omnibus Incentive Plan†
10.31		Form of Standard Employee Restricted Stock Unit Agreement under 2020 Omnibus Incentive Plan†
10.32		Form of Non-Employee Director Annual Restricted Stock Unit Agreement under 2020 Omnibus Incentive Plan†
10.33		Form of Non-Employee Director Sign-On Restricted Stock Unit Agreement under 2020 Omnibus Incentive Plan†
10.34		Form of Class P Unit Award Agreement under 2020 Omnibus Incentive Plan†
10.35		Form of LTIP Unit Award Agreement under 2020 Omnibus Incentive Plan†
10.36		Form of Restrictive Covenant Agreement Exhibit to Employee Equity Awards under 2020 Omnibus Incentive Plan†
21.1		Subsidiaries of the Registrant*
23.1		Consent of KPMG LLP*
23.2		Consent of KPMG LLP*
23.3		Consent of RSM US LLP*
23.4		Consent of Simpson Thacher & Bartlett LLP (included as part of Exhibit 5.1)**
24.1		Power of Attorney (included in signature pages of this Registration Statement)*

________________


*	Previously filed.


**	To be filed by amendment.


†	Management contract or compensatory plan or arrangement.

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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 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Vancouver, State of Washington, on the 22nd day of May, 2020.



ZOOMINFO TECHNOLOGIES INC.

By:	/s/ Henry Schuck
	Name: Henry Schuck Title: Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on the 22nd day of May, 2020.



Signature		Title

/s/ Henry Schuck		Chief Executive Officer and Chairman of the Board of Directors (principal executive officer)
Henry Schuck

*		Director
Todd Crockett		Director

*		Director
Mitesh Dhruv		Director

*		Director
Keith Enright		Director

*		Director
Ashley Evans		Director

*		Director
Mark Mader		Director

*		Director
Patrick McCarter		Director

*		Director
Jason Mironov		Director

*		Director
D. Randall Winn		Director

/s/ Cameron Hyzer		Chief Financial Officer (principal financial officer)
Cameron Hyzer		Chief Financial Officer (principal financial officer)

/s/ David Reid		Vice President of Accounting and Controller (principal accounting officer)
David Reid



*By:	/s/ Henry Schuck
	Name: Henry Schuck
	Title: Attorney-in-Fact

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ZoomInfo Technologies Inc. - FORM S-1/A - May 22, 2020

Attached files

ZoomInfo Technologies Inc. Reports