As filed with the Securities and Exchange Commission on September 10, 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 333-190548
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 | 771,245 | $30.50 | $23,522,973 | $3,209 | ||||
| ||||||||
| ||||||||
| (1) | Represents only the additional number of shares being registered and includes 100,597 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. 333-190548). |
| (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 $117,614,911 on a Registration Statement on Form S-1 (File No. 333-190548), which was declared effective by the Securities and Exchange Commission on September 10, 2013. In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $23,522,973 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. 333-190548), which we originally filed on August 12, 2013, as amended, or the Registration Statement, and which the SEC declared effective on September 10, 2013.
We are filing this registration statement for the sole purpose of increasing by 771,245 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 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 10th day of September, 2013.
| Xoom Corporation | ||
By: | /s/ John Kunze | |
| John Kunze, 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 and on the dates indicated.
Signature | Title | Date | ||
/s/ John Kunze John Kunze | President, Chief Executive Officer and Director (Principal Executive Officer) | September 10, 2013 | ||
/s/ Ryno Blignaut Ryno Blignaut | Chief Financial Officer (Principal Financial and Accounting Officer) | September 10, 2013 | ||
* Roelof Frederik Botha | Director | September 10, 2013 | ||
* Alison Davis | Director | September 10, 2013 | ||
* Murray J. Demo | Director | September 10, 2013 | ||
* Kevin E. Hartz | Director | September 10, 2013 | ||
* C. Richard Kramlich | Director | September 10, 2013 | ||
* Anne Mitchell | Director | September 10, 2013 | ||
* Keith Rabois | Director | September 10, 2013 | ||
* Matthew Roberts | Director | September 10, 2013 | ||
*By: | /s/ John Kunze John Kunze Attorney-in-fact | |||||
EXHIBIT INDEX
Exhibit | 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. 333-190548) filed August 12, 2013, as amended). | |
