Form S-1MEF Cloudera, Inc.

September 27, 2017 9:48 PM


As filed with the Securities and Exchange Commission on September 27, 2017
Registration No. 333

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________________
FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
_______________________________________________
CLOUDERA, INC.
(Exact name of Registrant as specified in its charter)
_______________________________________________
Delaware
7373
26-2922329
(State or other jurisdiction of
incorporation or organization)
(Primary Standard Industrial 
Classification Code Number)
(I.R.S. Employer
Identification No.)
_______________________________________________
Cloudera, Inc.
395 Page Mill Road
Palo Alto, CA 94306
(650) 362-0488
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
_______________________________________________
Thomas J. Reilly
Chief Executive Officer
Cloudera, Inc.
395 Page Mill Road
Palo Alto, CA 94306
(650) 362-0488
(Name, address, including zip code, and telephone number, including area code, of agent for service)
_______________________________________________
Copies to:
David A. Bell, Esq.
Niki Fang, Esq.
Fenwick & West LLP
Silicon Valley Center
801 California Street
Mountain View, CA 94041
(650) 988-8500
David Middler, Esq.,
Chief Legal Officer
Jay Wedge, Esq., Senior Counsel
Cloudera, Inc.
395 Page Mill Road
Palo Alto, CA 94306
(650) 362-0488
Richard C. Blake, Esq.
Heidi E. Mayon, Esq.
Gunderson Dettmer Stough Villeneuve
Franklin & Hachigian, LLP
1200 Seaport Blvd.
Redwood City, CA 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. 333-220494
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 Securities Exchange Act. (Check one):
Large accelerated filer
 
Accelerated filer
Non-accelerated filer ☒   (Do not check if a smaller reporting company)
 
Smaller reporting company
 
Emerging growth company
 
 
 
 
 
 
If an emerging growth company, indicate by checkmark if the registrant has not elected 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
Proposed Maximum Aggregate Offering Price
Amount of
Registration Fee
(2)
Common stock, $0.00005 par value
1,646,930
$16.45
$27,091,999
$3,140
(1)
Represents only the additional number of shares being registered, including 214,816 additional shares that the underwriters have the option to purchase to cover over-allotments, if any. Does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1, as amended (File No. 333-220494).
(2)
The registration fee is calculated in accordance with Rule 457(a) under the Securities Act of 1933, as amended, or the Securities Act, based on the proposed maximum aggregate offering price. The Registrant previously registered securities with an aggregate offering price not to exceed $235,704,000 on a Registration Statement on Form S-1, as amended (File No. 333-220494), which was declared effective by the Securities and Exchange Commission on September 27, 2017. In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $27,091,999 are hereby registered, which includes the additional shares that the underwriters have the option to purchase.
This Registration Statement shall become effective upon filing in accordance with Rule 462(b) under the Securities Act.






EXPLANATORY NOTE AND INCORPORATION OF
CERTAIN INFORMATION BY REFERENCE
Pursuant to Rule 462(b) under the Securities Act of 1933, as amended (“Securities Act”), Cloudera, Inc. (“Registrant”) is filing this Registration Statement on Form S-1 (this “Registration Statement”) with the Securities and Exchange Commission (“Commission”). This Registration Statement relates to the public offering of securities contemplated by the Registration Statement on Form S-1, as amended (File No. 333-220494) (the “Prior Registration Statement”), which the Registrant originally filed with the Commission on September 15, 2017, and subsequently amended on September 25, 2017, and which the Commission declared effective on September 27, 2017.
The Registrant is filing this Registration Statement for the sole purpose of increasing the aggregate number of shares of common stock offered by certain selling stockholders by 1,646,930 shares, 214,816 of which are subject to purchase upon exercise of the underwriters’ option to purchase additional shares of the Registrant’s common stock. The additional securities that are being registered for sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Calculation of Registration Fee table contained in the Prior Registration Statement. The information set forth in the Prior Registration Statement and all exhibits to the Prior Registration Statement are incorporated by reference into this Registration Statement.
The required opinions and consents are listed on the Exhibit Index attached hereto and filed herewith.





SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on this 27th day of September 2017.
 
CLOUDERA, INC.
 
 
 
 
By:
/s/ Thomas J. Reilly
 
 
Thomas J. Reilly
 
 
Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
Name
Title
Date
/s/ Thomas J. Reilly
Chief Executive Officer and Director
(Principal Executive Officer)
September 27, 2017
Thomas J. Reilly
/s/ Jim Frankola
Chief Financial Officer
(Principal Financial Officer)
September 27, 2017
Jim Frankola
*
Vice President of Finance
(Principal Accounting Officer)
September 27, 2017
Wayne Kimber
*
Chief Strategy Officer and Chairman
(Director)
September 27, 2017
Michael A. Olson
*
Director
September 27, 2017
Martin I. Cole
*
Director
September 27, 2017
Kimberly Hammonds
*
Director
September 27, 2017
Ping Li
*
Director
September 27, 2017
Steve J. Sordello
*
Director
September 27, 2017
Michael A. Stankey
By:
/s/ Thomas J. Reilly
 
 
 
Thomas J. Reilly
Attorney-in-fact
 
 






EXHIBIT INDEX
Exhibit 
Number
 
Description
 
 
 
 



Exhibit 5.01

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September 27, 2017
Cloudera, Inc.
395 Page Mill Road
Palo Alto, CA 94306
Gentlemen/Ladies:
At your request, we have examined the Registration Statement on Form S-1 (the “Registration Statement”) filed by Cloudera, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission on September 27, 2017 pursuant to Rule 462(b) of the Securities Act of 1933, as amended (the “Securities Act”), in connection with the registration of 1,646,930 shares (the “Stock”) of the Company’s Common Stock (the “Common Stock”), to be sold by certain selling stockholders (the “Selling Stockholders”).
In rendering this opinion, we have examined such matters of fact as we have deemed necessary in order to render the opinion set forth herein, which included examination of the following.
(1)    The Company’s Restated Certificate of Incorporation, filed and certified by the Delaware Secretary of State on May 3, 2017 (the “Restated Certificate”);
(2)    The Company’s Amended and Restated Bylaws, adopted by the Company’s Board of Directors (the “Board”) on May 3, 2017 (the “Restated Bylaws”);
(3)    The Registration Statement, together with the Exhibits filed as a part thereof or incorporated therein by reference.
(4)    The prospectus prepared in connection with the Registration Statement (the “Prospectus”).
(5)    Minutes of meetings and actions by written consent of the Company’s Board of Directors (the “Board”) and the Company’s stockholders (the “Stockholders”) at which, or pursuant to which, the Restated Certificate and the Restated Bylaws were approved.
(6)    Minutes of meetings and actions by written consent of the Board and Stockholders at which, or pursuant to which, the issuance of the Stock were approved, and the sale and issuance of the Stock and related matters were adopted and approved.
(7)    The stock records of the Company that the Company has provided to us (consisting of a certificate from the Company’s transfer agent, American Stock Transfer & Trust Company, LLC, dated September 22, 2017, verifying the number of the Company’s issued and outstanding shares of capital stock as of September 22, 2017, and a statement prepared by the Company as to the number of issued and outstanding options, restricted stock units and any additional shares of capital stock reserved for future issuance in connection with the Company’s 2008 Equity Incentive Plan, 2017 Equity Incentive Plan and 2017 Employee Stock Purchase Plan as of September 22, 2017).



September 27, 2017
Page 2



(8)    A Certificate of Good Standing issued by the Secretary of State of the State of Delaware dated September 27, 2017, stating that the Company is qualified to do business in good standing under the laws of the State of Delaware.
(9)    The agreements under which the Selling Stockholders acquired or will acquire the shares of Common Stock to be sold by them as described in the Registration Statement.
(10)    The custody agreements, payment instructions and powers of attorney signed by the Selling Stockholders in connection with the sale of the Stock as described in the Registration Statement.
(11)    An opinion certificate addressed to us and dated of even date herewith executed by the Company containing certain factual representations.
In our examination of documents for purposes of this opinion, we have assumed, and express no opinion as to, the authenticity and completeness of all documents submitted to us as originals, the conformity to originals and completeness of all documents submitted to us as copies, the legal capacity of all persons or entities executing the same, the lack of any undisclosed termination, modification, waiver or amendment to any document reviewed by us.
We render this opinion only with respect to, and express no opinion herein concerning the application or effect of the laws of any jurisdiction other than, the existing laws of the United States of America, and of the Delaware General Corporation Law and reported judicial decisions relating thereto.
In connection with our opinion expressed in paragraph (1) below, we have assumed that, at or prior to the time of the delivery of any shares of Stock, the Registration Statement will have been declared effective under the Securities Act that the registration will apply to such shares of Stock and will not have been modified or rescinded and that there will not have occurred any change in law affecting the validity of the issuance of such shares of Stock.
In accordance with Section 95 of the American Law Institute’s Restatement (Third) of the Law Governing Lawyers (2000), this opinion letter is to be interpreted in accordance with customary practices of lawyers rendering opinions in connection with the filing of a registration statement of the type described herein.
Based upon the foregoing, we are of the following opinion:
(1)    the up to 1,646,930 shares of Stock to be sold by the Selling Stockholders pursuant to the Registration Statement are validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us, if any, in the Registration Statement, the Prospectus constituting a part thereof and any amendments thereto.
This opinion is intended solely for use in connection with issuance and sale of shares subject to the Registration Statement and is not to be relied upon for any other purpose. This opinion is rendered as of the date first written above and based solely on our understanding of facts in existence as of such date after the aforementioned examination. In rendering the opinions above, we are opining only as to the specific legal issues expressly set forth therein, and no opinion shall be inferred as to any other matter or matters. We assume no obligation to advise you of any fact, circumstance, event or change in the law or the facts that may hereafter be brought to our attention whether or not such occurrence would affect or modify the opinions expressed herein.
[Signature Page Follows]



September 27, 2017
Page 3



 
Very truly yours,
 
/s/ Fenwick & West LLP
 
FENWICK & WEST LLP



Exhibit 23.02

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statement on Form S-1 filed pursuant to Rule 462(b) of the Securities Act of 1933 of the reference to our firm under the caption “Experts” and to the incorporation by reference of our report dated March 31, 2017, with respect to the consolidated financial statements of Cloudera, Inc. included in Amendment No. 1 to the Registration Statement (Form S-1 No. 333-220494) and related Prospectus of Cloudera, Inc. for the registration of shares of its common stock.
/s/ ERNST & YOUNG LLP
Redwood City, California
September 25, 2017

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