As filed with the Securities and Exchange Commission on August 19, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ZoomInfo Technologies Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 7372 | 84-3721253 | ||||||
| (State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification No.) | ||||||
805 Broadway Street, Suite 900
Vancouver, Washington 98660
Telephone: (800) 914-1220
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Anthony Stark
General Counsel
ZoomInfo Technologies Inc.
805 Broadway Street, Suite 900
Vancouver, Washington 98660
Telephone: (800) 914-1220
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
| Richard A. Fenyes Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, New York 10017 Telephone: (212) 455-2000 | Marc D. Jaffe Jason M. Licht Stelios G. Saffos Latham & Watkins LLP 885 Third Avenue New York, New York 10022 Telephone: (212) 906-1200 | ||||
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. ☐
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. ☒ File No. 333-248079
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, 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.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | ||||||||
| Non-accelerated filer | ☒ | Smaller reporting company | ☐ | ||||||||
| Emerging growth company | ☒ | ||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
| Title of Each Class of Securities to be Registered | Amount to be Registered(1) | Proposed Maximum Offering Price per Share(2) | Proposed Maximum Aggregate Offering Price(2)(3) | Amount of Registration Fee | ||||||||||
| Class A common stock, par value $0.01 per share | 3,379,135 | $37.00 | $125,028,000 | $16,229 | ||||||||||
(1) This amount is in addition to the 13,800,000 shares of Class A common stock registered under the registration statement originally declared effective on August 19, 2020 (File No. 333-248079) and includes shares of Class A common stock that may be purchased by the underwriters upon exercise of their option to purchase additional shares of Class A common stock. See "Underwriting."
(2) Based on the public offering price per share.
(3) In accordance with Rule 462(b) 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. 333-248079), as amended, is hereby registered.
This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE
This Registration Statement is being filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 462(b) under the Securities Act of 1933, as amended, by ZoomInfo Technologies Inc. (the “Registrant”). This Registration Statement incorporates by reference the contents of, including all exhibits to, the Registrant’s Registration Statement on Form S-1 (File No. 333-248079), as amended, which was declared effective by the Commission on August 19, 2020.
INDEX TO EXHIBITS
Exhibit No. | Exhibit Description | |||||||
| 5.1 | ||||||||
| 23.1 | ||||||||
| 23.2 | ||||||||
| 23.3 | ||||||||
| 24.1 | ||||||||
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 Vancouver, State of Washington, on the 19th day of August, 2020.
| ZoomInfo Technologies Inc. | |||||
| By: | /s/ Henry Schuck | ||||
| Henry Schuck | |||||
| Chief Executive Officer | |||||
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities indicated on the 19th day of August, 2020.
| Signature | Title | |||||||
| /s/ Henry Schuck | Chief Executive Officer and Chairman of the Board of Directors (principal executive officer) | |||||||
| Henry Schuck | ||||||||
| * | Director | |||||||
| Todd Crockett | ||||||||
| * | Director | |||||||
| Mitesh Dhruv | ||||||||
| * | Director | |||||||
| Keith Enright | ||||||||
| * | Director | |||||||
| Ashley Evans | ||||||||
| * | Director | |||||||
| Mark Mader | ||||||||
| * | Director | |||||||
| Patrick McCarter | ||||||||
| * | Director | |||||||
| Jason Mironov | ||||||||
| * | Director | |||||||
| D. Randall Winn | ||||||||
| /s/ Cameron Hyzer | Chief Financial Officer (principal financial officer) | |||||||
| Cameron Hyzer | ||||||||
| /s/ David Reid | Vice President of Accounting and Controller (principal accounting officer) | |||||||
| David Reid | ||||||||
| *By: | /s/ Henry Schuck | ||||
| Name: Henry Schuck | |||||
| Attorney-in-Fact | |||||
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
The Board of Directors
ZoomInfo Technologies Inc.:
We consent to the use of our report included incorporated by reference herein.
| /s/ KPMG LLP | ||
| Portland, Oregon August 19, 2020 | ||
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
The Board of Directors
DiscoverOrg Holdings, LLC:
We consent to the use of our report dated February 26, 2020, except for the effects of the reverse unit split described in Note 18, which is as of May 26, 2020 with respect to the consolidated financial statements incorporated by reference herein.
Our report contains an explanatory paragraph that refers to a change in the method of accounting for leases due to the adoption of Accounting Standards Codification Topic 842, Leases.
| /s/ KPMG LLP | ||
Portland, Oregon August 19, 2020 | ||
Exhibit 23.3
Consent of Independent Auditor
We consent to the incorporation by reference in this Registration Statement on Form S-1 of ZoomInfo Technologies Inc. filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, of our report dated November 22, 2019, relating to the consolidated financial statements of Zoom Information, Inc. appearing in this Prospectus, which is a part of the Registration Statement (No. 333-248079) on Form S-1 of ZoomInfo Technologies Inc. declared effective on August 19, 2020.
/s/ RSM US LLP | ||
Boston, MA August 19, 2020 | ||