Dropbox S-1 | Interactive Prospectus

2/24/2018 S-1 S-1 1 d451946ds1.htm S-1 Table of Contents As filed with the Securities and Exchange Commission on February 23, 2018 Registration No. 333­ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S­1 REGISTRATION STATEMENT Under The Securities Act of 1933 Dropbox, Inc. (Exact name of Registrant as specified in its charter) Delaware 7372 26­0138832 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number) Dropbox, Inc. 333 Brannan Street San Francisco, California 94107 (415) 857­6800 (Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices) Andrew W. Houston Chief Executive Officer Dropbox, Inc. 333 Brannan Street San Francisco, California 94107 (415) 857­6800 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Tony Jeffries, Esq. Bart E. Volkmer, Esq. Kevin P. Kennedy, Esq. Rezwan D. Pavri, Esq. Mary Anne Becking, Esq. Simpson Thacher & Bartlett LLP Lisa L. Stimmell, Esq. Cara M. Angelmar, Esq. 2475 Hanover St Shannon R. Delahaye, Esq. Dropbox, Inc. Palo Alto, California 94304 Wilson Sonsini Goodrich & Rosati, P.C. 333 Brannan Street (650) 251­5000 650 Page Mill Road San Francisco, California 94107 Palo Alto, California 94304 (415) 857­6800 (650) 493­9300 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. ☐ If this Form is a post­effective 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 post­effective 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 non­accelerated filer, a 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 12b­2 of the Exchange Act. ☐ ☐ Large accelerated filer Accelerated filer ☒ (Do not check if a smaller reporting company) ☐ Non­accelerated 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 Proposed Maximum Title of each Class of Aggregate Amount of (1)(2) Securities to be Registered Offering Price Registration Fee Class A Common stock, par value $0.00001 per share $500,000,000 $62,250.00 (1) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) of the Securities Act of 1933, as amended. (2) Includes the aggregate offering price of additional shares that the underwriters have the option to purchase, if any. The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant will file a further amendment which specifically states that this registration statement will thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement will become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. https://www.sec.gov/Archives/edgar/data/1467623/000119312518055809/d451946ds1.htm 1/235