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Facebook S-1 Registration Statement

 

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S-1 1 d287954d s1.ht m REGISTRATION STATEMENT ON FORM S-1

Table of Content s

As filed with the Securities and Exchange Commission on February 1, 2012Registr ation No. 333-

UNITED STATESSECUR ITIES AND EXCHANGE COMMISSION

Washingt on, D.C. 20549

Form S-1REGISTRATION STATEMENT

Under The Securities Act of 1933

Facebook, Inc.

(Exact name of Registrant as specified in its charter)

Delaware

7370

20-1665019(State or other jurisdiction of incorporation or organization)

(Primary Standard IndustrialClassification Code Number)

(IRS EmployerIdentification No.)

Facebook, Inc.1601 Willow RoadMenlo Park, California 94025(650) 308-7300(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

David A. EbersmanChief Financial OfficerFacebook, Inc.1601 Willow RoadMenlo Park, California 94025(650) 308-7300(Name, address, including zip code, and telephone number, including area code, of agent for service)

 Please send copies of all communications to:

Gordon K. Davidson, Esq.Jeffrey R. Vetter, Esq.James D. Evans, Esq.Fenwick & West LLP801 California StreetMountain View, California 94041(650) 988-8500

Theodore W. Ullyot, Esq.David W. Kling, Esq.Michael L. Johnson, Esq.Facebook, Inc.1601 Willow RoadMenlo Park, California 94025(650) 308-7300

William H. Hinman, Jr., Esq.Daniel N. Webb, Esq.Simpson Thacher & Bartlett LLP2550 Hanover StreetPalo Alto, California 94304(650) 251-5000

Approximate date of comm encem ent 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, check thefollowing 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 SecuritiesAct 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 registrationstatement 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

 

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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 thedefinitions 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

Proposed MaximumAggregateOffering Price

Amount of RegistrationFee

Class A Common Stock, $0.000006 par value

$5,000,000,000

$573,000

(1)

Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457(o) of the Securities Act of 1933, as amended.(2)

Includes shares that the underwriters have the option to purchase to cover over-allotments, if any.

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

(1)(2)

 

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Table of Content s

The info rmation in t his prospectus is not complete and may be changed. Neither we nor the selling stockhold ers may sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell thesesecurities and neither we nor th e selling stockho lders are soliciting of fers to buy these securit ies in any state where the of fer or sale is not permitted.

 PROSPECTUS (Subject to Completi on)

 Dated February 1, 2012

Shares

CLASS A COMMON STOCK 

Facebook,Inc.isoffer ing sharesofitsClassAcommonstockandthesellingstockholdersareoff ering shares of Class A common stock. We will not receive any proceeds from the sale of shares by the selling stockholders. This is our initial public offering and no public market curren tly exists for oursharesof Class A common stock. We anticipate that the initialpublicoffer ingpricewillbebetween$ and$ pershare.

We have two classes of authorized common stock, Class A common stock and Class B common stock. The rights of theholders of Class A common stock and Class B common stock are identical, except with respect to voting and conversion. Each share ofClass A common stock is entitled to one vote per share. Each sh are of Class B common stock is entitled to tenvotes per share and is convertible at any time into one share of Class A common stock. Outstanding shares of Class Bcommonstockwill represen tapproximately %ofthevoting powerofouroutstandingcapitalstock f ollowingthisoffering, and outstanding shares of Class A common stock and Class B common stock held by, or subject to voting control by,ourfoun der,Chairman,and CEO ,Mark Zu ckerberg, will r epresentapproximately % ofthevoting power ofour  outstanding capital stock following this offering.

WeintendtoapplytolistourClassAcommonstockon un derthesymbol“FB.” 

 Investing in our Class A common stock involves risks. See “  Risk Factors” beginning on page 11.

 PRICE 

$

 A SHARE 

 Price to Public

Underwriting  Discounts and Commissions

 Proceeds toFacebook 

 Proceeds to Selling  Stockholders

 Per share

$ $ $ $Total 

$ $ $ $Weandthesellingstockholder shavegrantedtheunderwr iterstherighttopurchaseuptoanadditional share sof Class A comm on stock to cover over-allotments.


Category: Financial statements

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