Sec Filing

S-1 1 a2190140zs-1.htm FORM S-1

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As ﬁled with the Securities and Exchange Commission on January 30, 2009Registration No. 333-

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933

OPENTABLE, INC.

(Exact name of registrant as speciﬁed in its charter)

Delaware

(State or other jurisdiction of incorporation ororganization)

7389

(Primary Standard IndustrialClassiﬁcation Code Number)

94-3374049

(I.R.S. EmployerIdentiﬁcation Number)

799 Market Street, 4th FloorSan Francisco, CA 94103(415) 344-4200

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

Jeffrey D. JordanChief Executive OfﬁcerOpenTable, Inc.799 Market Street, 4th FloorSan Francisco, CA 94103(415) 344-4200

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

Copies To:Patrick A. Pohlen, Esq.

Latham & Watkins LLP140 Scott DriveMenlo Park, California 94025(650) 328-4600

Alan F. Denenberg, Esq.

Davis Polk & Wardwell1600 El Camino RealMenlo Park, California 94025(650) 752-2000

Approximate date of commencement of the proposed sale to the public:As soon as practicable after this Registration Statement becomes 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 SecuritiesAct 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, check the following box andlist 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 SecuritiesAct 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 SecuritiesAct registration statement number of the earlier effective registration statement for the same offering.

o

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reportingcompany. See definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):Large accelerated filer

o

Accelerated ﬁler

o

Non-accelerated ﬁler

o

(Do not check if a smallerreporting company)

Smaller reporting company

o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securitiesto be Registered

ProposedMaximumAggregateOfferingPrice(1)

Amount of Registration Fee

Common Stock, par value $0.0001 per share $40,000,000 $1,572

(1)Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.

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

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The information in this prospectus is not complete and may be changed. We and the selling stockholders may not sell these securities until theregistration statement ﬁled with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and weare not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.Subject to CompletionPreliminary Prospectus dated January 30, 2009PROSPECTUS

Shares

Common Stock

This is the initial public offering of our common stock. Prior to this offering, there has been no public market for our common stock. We areoffering shares of the common stock offered by this prospectus, and the selling stockholders are offering shares. We will notreceive any proceeds from the sale of shares to be offered by the selling stockholders. The initial public offering price of our common stock is expected to bebetween $ and $ per share. We will apply to have our common stock approved for quotation on The Nasdaq Global Market under the symbol" ."

Investing in our common stock involves a high degree of risk. See "Risk Factors" on page 9 of this prospectus.

PerShare

Total

Public offering price $ $Underwriting discount $ $Proceeds, before expenses, to OpenTable, Inc. $ $Proceeds, before expenses, to the sellingstockholders$ $The underwriters have a 30-day option to purchase up to an additional shares of common stock from us and up to anadditional shares of common stock from the selling stockholders to cover overallotments, if any.Neither the Securities and Exchange Commission nor any state securities commission nor any other regulatory body has 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 shares will be ready for delivery on or about , 2009.

Merrill Lynch & Co.Allen & Company LLC

Stifel Nicolaus

ThinkEquity LLC

The date of this prospectus is , 2009.