FORM S-1MEF

As filed with the Securities and Exchange Commission on November 12, 2009

Registration No. 333-

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-1

REGISTRATION STATEMENT

Under

The Securities Act of 1933

 

 

SolarWinds, Inc.

(Exact name of Registrant as specified in its charter)

 

Delaware   7372   73-1559348

(State or other jurisdiction of

incorporation or organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification Number)

SolarWinds, Inc.

3711 South MoPac Expressway

Building Two

Austin, Texas 78746

(512) 682.9300

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

 

 

Kevin B. Thompson

President, Chief Operating Officer

and Chief Financial Officer

SolarWinds, Inc.

3711 South MoPac Expressway

Building Two

Austin, Texas 78746

(512) 682.9300

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

 

 

Copies to:

 

Paul R. Tobias, Esq.

J. Robert Suffoletta, Esq.

Wilson Sonsini Goodrich & Rosati,

Professional Corporation

900 South Capital of Texas Highway

Las Cimas IV, Fifth Floor

Austin, Texas 78746

(512) 338.5400

 

Laird H. Simons III, Esq.

Robert A. Freedman, Esq.

Fenwick & West LLP

Silicon Valley Center

801 California Street

Mountain View, California 94041

(650) 988.8500

 

 

Approximate date of commencement of 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 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, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x 333-162661

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    Smaller reporting company ¨
(Do not check if a 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 Unit (2)
  Proposed Maximum
Aggregate Offering
Price (3)
 

Amount of

Registration Fee

Common Stock par value $0.001 per share

  2,300,000   $18.75   $43,125,000   $2,407
 
 

 

(1) Includes 300,000 shares that the underwriters have the option to purchase to cover over-allotments, if any.
(2) Based on the public offering price.
(3) In accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended, an additional amount of securities having a proposed maximum aggregate offering price of no more than 20% of the maximum aggregate offering price of the securities eligible to be sold under the related Registration Statement on Form S-1 (File No. 333-162661), as amended, is hereby registered.

This Registration Statement shall become effective upon filing in accordance with Rule 462(b)

under the Securities Act of 1933, as amended.

 

 

 


EXPLANATORY NOTE AND INCORPORATION BY REFERENCE

This Registration Statement on Form S-1 is being filed with respect to the registration of additional shares of common stock, par value $0.001 per share, of SolarWinds, Inc., a Delaware corporation (the “Company”), pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the Company’s Registration Statement on Form S-1, as amended (File No. 333-162661), initially filed by the Company on October 26, 2009 and declared effective by the Securities and Exchange Commission (the “Commission”) on November 12, 2009, are incorporated in this Registration Statement by reference.

The required opinions and consents are listed on an Exhibit Index attached hereto and filed herewith.

UNDERTAKING

The Company hereby certifies to the Commission that (i) it has instructed its bank to pay the Commission the filing fee set forth on the cover page of this registration statement by wire transfer of such amount to the Commission’s account as soon as practicable (but no later than the close of business on November 13, 2009); (ii) it will not revoke such instruction; (iii) it has sufficient funds in the relevant account to cover the amount of such filing fee; and (iv) it will confirm receipt of such instructions by its bank during the bank’s regular business hours no later than November 13, 2009.

 


PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 16. Exhibits

All exhibits filed with or incorporated by reference in the Company’s Registration Statement on Form S-1, as amended (File No. 333-162661), are incorporated by reference into, and shall be deemed part of, this registration statement, except the following, which are filed herewith.

 

Exhibit
Number

  

Exhibit Title

5.1    Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation
23.1    Consent of PricewaterhouseCoopers, LLP, Independent Registered Public Accounting Firm
23.2    Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in Exhibit 5.1)


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, State of Texas, on November 12, 2009.

 

SOLARWINDS, INC.
By:  

/s/    MICHAEL S. BENNETT        

 

Michael S. Bennett, Chairman of the Board

and 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/    MICHAEL S. BENNETT        

Michael S. Bennett

   Chairman of the Board and Chief Executive Officer   

November 12, 2009

/s/    KEVIN B. THOMPSON        

Kevin B. Thompson

   President, Chief Operating Officer and Chief Financial Officer    November 12, 2009

/s/    J. BARTON KALSU        

J. Barton Kalsu

   Chief Accountant and Vice President, Finance    November 12, 2009

*

Steven M. Cakebread

   Director    November 12, 2009

*

Jeffrey L. Horing

   Director    November 12, 2009

*

Bob L. Martin

   Director    November 12, 2009

*

J. Benjamin Nye

   Director    November 12, 2009

*

Ellen F. Siminoff

   Director    November 12, 2009

*

John D. Thornton

   Director    November 12, 2009

*

Donald C. Yonce

   Director    November 12, 2009

*By:

 

 

/s/    KEVIN B. THOMPSON        

 

Kevin B. Thompson

Attorney-in-Fact


EXHIBIT INDEX

 

Exhibit
Number

  

Exhibit Title

5.1    Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation
23.1    Consent of PricewaterhouseCoopers, LLP, Independent Registered Public Accounting Firm
23.2    Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in Exhibit 5.1)