Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices


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Table of Contents

As filed with the Securities and Exchange Commission on October 9, 2012

Registration No. 333-183640

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

PRE-EFFECTIVE AMENDMENT NO. 2

TO

Form S-1

REGISTRATION STATEMENT

Under

The Securities Act of 1933

 

 

 

Workday, Inc.

 

(Exact name of Registrant as specified in its charter)

 

 

 

 

 

 

 

 

 

 

Delaware

  

7372

    

 

  

20-2480422

(State or other jurisdiction of

incorporation or organization)

  

(Primary Standard Industrial

Classification Code Number)

    

 

  

(IRS Employer

Identification No.)

 

Workday, Inc.

6230 Stoneridge Mall Road

Pleasanton, California 94588

(925) 951-9000

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

 

 

 

David A. Duffield, Co-Founder and Co-Chief Executive Officer

Aneel Bhusri, Chairman, Co-Founder and Co-Chief Executive Officer

Mark S. Peek, Chief Financial Officer

Workday, Inc.

6230 Stoneridge Mall Road

Pleasanton, California 94588

(925) 951-9000

(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.

Fenwick & West LLP

801 California Street

Mountain View, California 94041

(650) 988-8500

 

James P. Shaughnessy, Esq.

Melanie D. Vinson, Esq.

Sean O’Connell, Esq.

Workday, Inc.

6230 Stoneridge Mall Road

Pleasanton, California 94588

(925) 951-9000

 

Robert V. Gunderson, Jr., Esq.

David W. Van Horne, Jr., Esq.

Gunderson Dettmer Stough Villeneuve

Franklin & Hachigian, LLP

1200 Seaport Blvd.

Redwood City, California 94063

(650) 321-2400

 

 

 

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, 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.   ¨

 

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

Registered (1)

 

Proposed

Maximum Offering 

Price Per Share

 

Proposed

Maximum

Aggregate

Offering Price(1)

 

Amount of

Registration Fee (2)

Class A Common Stock, $0.001 par value

 

26,162,500 shares

 

$26.00

 

$680,225,000

 

$85,646

 

 

(1)

 

Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457(a) of the Securities Act of 1933, as amended. Includes shares that the underwriters have the option to purchase to cover over-allotments, if any.

(2)

 

Previously paid. Pursuant to Rule 457(a), no additional fee is payable as a result of the increase in the Proposed Maximum Aggregate Public Offering Price.

 

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 the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 

 

 
Table of Contents

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

 

 

PROSPECTUS (Subject to Completion)

Issued October 9, 2012

 

22,750,000 Shares

 



 

CLASS A COMMON STOCK

 

 

 

Workday, Inc. is offering 22,750,000 shares of its Class A common stock. This is our initial public offering and no public market currently exists for our shares of Class A common stock. We anticipate that the initial public offering price will be between $24.00 and $26.00 per share.

 

 

 

We have two classes of outstanding common stock, Class A common stock and Class B common stock. The rights of the holders of Class A common stock and Class B common stock are identical, except voting and conversion rights. Each share of Class A common stock is entitled to one vote. Each share of Class B common stock is entitled to ten votes and is convertible at any time into one share of Class A common stock. The holders of our outstanding Class B common stock will hold approximately 98% of the voting power of our outstanding capital stock following this offering, and our co-founders and co-Chief Executive Officers, David Duffield and Aneel Bhusri, together with their affiliates, will hold approximately 67% of the voting power of our outstanding capital stock following this offering.

 

 

 

Our Class A common stock has been approved for listing on the New York Stock Exchange under the symbol “WDAY.”

 

 

 

We are an “emerging growth company” as defined under the federal securities laws. 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 to

Workday

 

Per share

    

 

$        

  

    

 

$        

  

    

 

$        

  

Total

    

 

$            

  

    

 

$            

  

    

 

$            

  

 

We have granted the underwriters the right to purchase up to an additional 3,412,500 shares of Class A common stock to cover over-allotments.

 

The Securities and Exchange Commission and state regulators have not approved or disapproved of these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

The underwriters expect to deliver the shares of Class A common stock to purchasers on                     , 2012.

 

 

 

 

 

MORGAN STANLEY

 

GOLDMAN, SACHS & CO.

 

 

 

ALLEN & COMPANY LLC

 

J.P. MORGAN

 

 

 

 

 

COWEN AND COMPANY

  

 

  

JMP SECURITIES

 

 

 

 

 

 

 

PACIFIC CREST SECURITIES

  

WELLS FARGO SECURITIES

 

 

 

 

 

 

  

CANACCORD GENUITY

  

 

 

                    , 2012
Table of Contents



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