As filed with the Securities and Exchange Commission on October 18, 2018
Registration No. 333‑227479
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S‑1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SolarWinds Corporation
(Exact name of registrant as specified in its charter)
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Delaware
(State or Other Jurisdiction of
Incorporation or Organization) | 7372
(Primary Standard Industrial
Classification Code Number) | 81-0753267
(I.R.S. Employer
Identification No.) |
7171 Southwest Parkway, Building 400
Austin, Texas 78735
(512) 682-9300
(Address, including zip code, and telephone number, including
area code, of registrant’s principal executive offices)
Jason W. Bliss
Executive Vice President, General Counsel and Secretary
SolarWinds Corporation
7171 Southwest Parkway, Building 400
Austin, Texas 78735
(512) 682-9300
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
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| With copies to: |
John J. Gilluly III, P.C. DLA Piper LLP (US) 401 Congress Avenue, Suite 2500 Austin, Texas 78701 (512) 457-7000
| Alan F. Denenberg Davis Polk & Wardwell LLP 1600 El Camino Real Menlo Park, California 94025 (650) 752-2004
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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: o
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. o
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. o
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. ý 333-227479
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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.
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Large accelerated filer o | Accelerated filer o | Non‑accelerated filer x | Smaller reporting company o | Emerging growth company x |
This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(d) promulgated under the Securities Act.
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 relates to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-227479), declared effective by the Securities and Exchange Commission on October 18, 2018. The Registrant is filing this Post-Effective Amendment No. 1 pursuant to 462(d) for the sole purpose of replacing Exhibit 1.1 and Exhibit 5.1 to the Registration Statement. This Post-Effective Amendment No. 1 does not modify any provision of Part I or Part II of the Registration Statement other than supplementing Item 16 of Part II as set forth below.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
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Exhibit
No. | | Description |
| 1.1 | | |
| 5.1 | | |
| 23.2 | | |
| 24.1 | | |
| 24.2 | | |
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 Austin, Texas, on October 18, 2018.
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SOLARWINDS CORPORATION
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| By: | /s/ Kevin B. Thompson |
| | Name: | Kevin B. Thompson |
| | Title: | President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement on Form S-1 has been signed by the following persons in the capacities and on the dates indicated.
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| SIGNATURE | | TITLE | | DATE |
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| /s/ Kevin B. Thompson | | President and Chief Executive Officer and Director
(Principal Executive Officer) | | October 18, 2018 |
| Kevin B. Thompson | | |
| | | | | |
| /s/ J. Barton Kalsu | | Chief Financial Officer
(Principal Financial and Accounting Officer) | | October 18, 2018 |
| J. Barton Kalsu | | |
| | | | | |
| * | | Director | | October 18, 2018 |
| Seth Boro | | |
| | | | | |
| * | | Director | | October 18, 2018 |
| James Lines | | |
| | | | | |
| * | | Director | | October 18, 2018 |
| Kenneth Y. Hao | | |
| | | | | |
| * | | Director | | October 18, 2018 |
| Michael Bingle | | |
| | | | | |
| * | | Director | | October 18, 2018 |
| Jason White | | |
| | | | | |
| * | | Director | | October 18, 2018 |
| Michael Hoffmann | | |
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| *By: | /s/ Jason W. Bliss |
| | Jason W. Bliss Attorney-in-Fact |
