Indigo Ipo Prospectus Pdf

Indigo ipo prospectus pdf

As filed with the Securities and Exchange Commission on April 26, 2019.

Registration No. 333-

            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.

20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Slack Technologies, Inc.

(Exact Name of Registrant as Specified in Its Charter)

500 Howard Street

San Francisco, California 94105

(855) 980-5920

(Address, Including Zip Code, and Telephone Number, Including

Area Code, of Registrant’s Principal Executive Offices)

Stewart Butterfield

Chief Executive Officer

Slack Technologies, Inc.

500 Howard Street

San Francisco, California 94105

(855) 980-5920

(Name, address, including zip code, and telephone number, including

area code, of agent for service)

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, check the following box:  

x

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.

General form for registration of securities under the Securities Act of 1933

  ☐

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, 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 12b-2 of the Exchange Act.

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

(1) 

Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(f)(2) of the Securities Act.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.


The information in this prospectus is not complete and may be changed.

The securities may not be sold until the Registration Statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion, dated          , 2019 

SLACK TECHNOLOGIES, INC.

          Shares of Class A Common Stock

____________________________________________________________________________

This prospectus relates to the registration of the resale of up to          shares of our Class A common stock by our stockholders identified in this prospectus, or the Registered Stockholders.

Unlike an initial public offering, the resale by the Registered Stockholders is not being underwritten by any investment bank. The Registered Stockholders may, or may not, elect to sell their shares of Class A common stock covered by this prospectus, as and to the extent they may determine. Such sales, if any, will be made through brokerage transactions on the New York Stock Exchange, or the NYSE. See the section titled “Plan of Distribution.” If the Registered Stockholders choose to sell their shares of Class A common stock, we will not receive any proceeds from the sale of shares of Class A common stock by the Registered Stockholders.

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We have two classes of common stock, Class A common stock and Class B common stock. The rights of holders of Class A common stock and Class B common stock are identical, except voting and conversion rights.

Each share of Class A common stock is entitled to one vote. Each share of Class B common stock is entitled to 10 votes and is convertible at any time into one share of Class A common stock.

The holders of our outstanding Class B common stock hold approximately     % of the voting power of our outstanding capital stock, with our directors and executive officers and their affiliates holding approximately     %.

Prior to any sales of shares of Class A common stock, Registered Stockholders who hold Class B common stock must convert their shares of Class B common stock into shares Class A common stock.

No public market for our Class A common stock currently exists. However, our shares of Class B common stock (on an as converted basis) have a history of trading in private transactions. Based on information available to us, the low and high sales price per share of Class B common stock (on an as converted basis) for such private transactions during the year ended January 31, 2019 was $8.37 and $23.41, respectively, and during the period from February 1, 2019 through          , 2019 was $          and $          , respectively.

For more information, see the section titled “Sale Price History of our Capital Stock.” Our recent trading prices in private transactions may have little or no relation to the opening public price of our shares of Class A common stock on the NYSE or the subsequent trading price of our shares of Class A common stock on the NYSE.

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Further, the listing of our Class A common stock on the NYSE without underwriters is a novel method for commencing public trading in shares of our Class A common stock, and consequently, the trading volume and price of shares of our Class A common stock may be more volatile than if shares of our Class A common stock were initially listed in connection with an underwritten initial public offering.

Based on information provided by the NYSE, the opening public price of our Class A common stock on the NYSE will be determined by buy and sell orders collected by the NYSE from broker-dealers.

Based on such orders, the designated market maker will determine an opening price for our Class A common stock in consultation with a financial advisor pursuant to applicable NYSE rules.

For more information, see the section titled “Plan of Distribution.”

We have applied to list our Class A common stock on the NYSE under the symbol “SK.” We expect our Class A common stock to begin trading on the NYSE on or about          , 2019.

We are an “emerging growth company” as defined under the federal securities laws and, as such, we have elected to comply with reduced reporting requirements for this prospectus and may elect to do so in future filings.

The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if this prospectus is truthful or complete.

Any representation to the contrary is a criminal offense.

TRADING DOCUMENTATION

          

, 2019





TABLE OF CONTENTS

_______________

You should rely only on the information contained in this prospectus or contained in any free writing prospectus filed with the Securities and Exchange Commission, or the SEC.

Neither we nor any of the Registered Stockholders have authorized anyone to provide any information or make any representations other than those contained in this prospectus or in any free writing prospectus we have prepared. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you.

The Registered Stockholders are offering to sell, and seeking offers to buy, shares of their Class A common stock only in jurisdictions where offers and sales are permitted.

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The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the Class A common stock. Our business, financial condition, results of operations, and prospects may have changed since such date.

For investors outside of the United States: Neither we nor any of the Registered Stockholders have done anything that would permit the use of or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States.

You are required to inform yourselves about, and to observe any restrictions relating to, the offering of Class A common stock by the Registered Stockholders and the distribution of this prospectus outside of the United States.


ABOUT THIS PROSPECTUS

This prospectus is a part of a registration statement on Form S-1 that we filed with the SEC using a “shelf” registration or continuous offering process.

Under this shelf process, the Registered Stockholders may, from time to time, sell the Class A common stock covered by this prospectus in the manner described in the section titled “Plan of Distribution.” Additionally, we may provide a prospectus supplement to add information to, or update or change information contained in, this prospectus, including the section titled “Plan of Distribution.” You may obtain this information without charge by following the instructions under the section titled “Additional Information” appearing elsewhere in this prospectus.

You should read this prospectus and any prospectus supplement before deciding to invest in our Class A common stock.


PROSPECTUS SUMMARY

This summary highlights selected information that is presented in greater detail elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our Class A common stock.

You should read this entire prospectus carefully, including the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes included elsewhere in this prospectus, before making an investment decision. Unless the context otherwise requires, the terms “Slack,” “the company,” “we,” “us” and “our” in this prospectus refer to Slack Technologies, Inc.

and its consolidated subsidiaries. Our fiscal year ends January 31.

SLACK TECHNOLOGIES, INC.

Introduction – What is Slack?

Slack is where work happens.

Around the world, over 600,000 organizations in over 150 countries have turned to Slack as the place to communicate, collaborate, and get work done. Over 10 million people inside those organizations – accountants, customer support reps, engineers, lawyers, journalists, dentists, chefs, detectives, executives, scientists, farmers, hoteliers, salespeople, and many others – collectively spend more than 50 million hours in active use of Slack in a typical week, on either a free or paid subscription plan.

They do so because Slack is a new layer of the business technology stack that brings together people, applications, and data – a single place where people can effectively work together, access hundreds of thousands of critical applications and services, and find important information to do their best work.

We created Slack initially as an internal tool to help our own team stay on the same page, to be able to easily access conversations, decisions, data, and content that had been shared, and to tap into a variety of software applications from one place.

We were frustrated with email.

Initial Public Offering (IPO)

It created fragmented silos of inaccessible information, hidden in individual inboxes. When new members joined the team, they were cut off from the rich history of communication that occurred before they arrived. Transparency was difficult to achieve and routine communication had to be supplemented with status reports and stand-up meetings in order to keep the team coordinated.

In addition, despite the fact that email was the universal default routing mechanism for enterprise software, it was also an ineffective medium for sharing and managing the information and activity generated by that software.

The notifications and simple workflows, such as approval processes, generated by customer support ticketing tools, human resources management systems, and expense trackers, disappeared into individual inboxes. Email is static and offers no direct integration with any of these tools. In short, email was a tiny window into the vast landscape of business information and software available to us collectively, and we needed to see the whole picture.

We needed a new way to work that would help us make the most of both our people and our significant investment in software.

What was available was incomplete, inadequate, and unfit for our work at hand.

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What we needed did not exist. So we built it.

Since our public launch in 2014, it has become apparent that organizations worldwide have similar needs, and are now finding the solution with Slack.

Our growth is largely due to word-of-mouth recommendations. Slack usage inside organizations of all kinds is typically initially driven bottoms-up, by end users.

Despite this, we (and the rest of the world) still have a hard time explaining Slack. It’s been called an operating system for teams, a hub for collaboration, a connective tissue across the organization, and much else. Fundamentally, it is a new layer of the business technology stack in a category that is still being defined.

The most helpful explanation of Slack is often that it replaces the use of email inside the organization.

Like email (or the Internet or electricity), Slack has very general and broad applicability. It is not aimed at any one specific purpose, but nearly anything that people do together at work.


Unlike email, however, most of this activity happens in team-based channels, rather than in individual inboxes.

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Channels offer a persistent record of the conversations, data, documents, and application workflows relevant to a project or a topic.

Membership of a channel can change over time as people join or leave a project or organization, and users benefit from the accumulated historical information in a way an employee never could when starting with an empty email inbox.

Depending on the size of the organization, this might provide tens, hundreds or even thousands of times more access to information than is available to individuals working in environments where email is the primary means of communication.

Also unlike email, Slack was designed from the ground up to integrate with external software systems.

Slack provides an easy way for users to share and aggregate information from other software, take action on notifications, and advance workflows in a multitude of third-party applications, over 1,500 of which are listed in the Slack App Directory.

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Further, Slack’s platform capabilities extend beyond integrations with third-party applications and allow for easy integrations with an organization’s internally-developed software. During the three months ended January 31, 2019, our more than 10 million daily active users included more than 500,000 registered developers.

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Developers have collectively created more than 450,000 third-party applications or custom integrations that were used in a typical week during the three months ended January 31, 2019.

Additionally, we are currently developing low-code solutions to create integrations and workflows entirely in Slack, suitable for all users and based on a simple, non-technical user interface

.

Ultimately, Slack is more than email replacement.

It is a new layer of technology that brings together people, applications, and data. Just as an operating system coordinates the flow of information and resources of a computer in a centralized fashion, using Slack inside an organization creates a hub into which critical business information flows, is acted upon and transformed, and is then quickly routed to its desired destination.

Slack streamlines our users’ workflows, increases the beneficial return on the time they spend communicating, and creates a powerful point of leverage for increased productivity.

Business Context

We believe Slack is positioned extremely well to benefit from the explosive proliferation of software into every aspect of business and the increased pace of disruption driven by technological change.

According to Netskope, a typical enterprise uses more than 1,000 cloud services.

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Many of the largest IT departments maintain thousands of enterprise applications. All of this software either automates the repetitive and often error-prone work that humans used to do or augments human effort with entirely new capabilities.

With the simpler and more routine tasks automated away, the work that remains is more sophisticated and complex.

Those tasks, which most rely on human judgment, intelligence, and creativity, are both more difficult to perform and more difficult to coordinate. Organizational alignment becomes harder to achieve.

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Further, the increased use of highly specialized software in different functional areas leads to a fragmentation of attention and, because it is often difficult to share objects or records with non-users, impedes the flow of important information across the organization.

These challenges compound the disruptive threats companies face in increasingly dynamic environments. Technological change and increased globalization continually create new opportunities and threats, but they also accelerate second-order change in customer needs, competitors’ behavior, and overall macroeconomic conditions.

This environment demands an ever-greater ability to adapt and respond

.

In an increasingly dynamic world, the fundamental business advantage is organizational agility

the ability for individuals, teams, and organizations to maintain alignment while continually transforming to meet evolving challenges.


Slack is designed to allow people and teams to realize their full potential at work and, in doing so, to help organizations overcome the challenges created by their increased reliance on a proliferation of specialized software and radically reduce the communication and coordination effort required to achieve a given amount of organizational agility.

Our vision is a world where organizational agility is easy to achieve, regardless of an organization’s size

As a result of the alignment teams and organizations are able to maintain while continuously adapting to respond in increasingly dynamic environments, less effort and energy is wasted and the human beings on those teams are able to fully utilize their intelligence and creativity in pursuit of the organization’s shared objectives.

Slack makes existing software more useful and accessible

As a flexible platform for routing information of all kinds

,

Slack integrates horizontally with thousands of other applications, from those provided by companies like Google, Salesforce, ServiceNow, Atlassian, and Dropbox to the proprietary line-of-business applications developed by organizations for their own internal use.

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This functionality enables users to securely interact with all of these applications in one familiar user interface

. We enable organizations that use Slack to get more out of their software investment.

Slack drives increased organizational agility

As a new layer of business technology that brings together an organization’s people, applications, and data, Slack improves organizational alignment.

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In a December 2018 survey that we conducted with more than a thousand U.S.-based users who had been using Slack for at least one month, which we refer to as our 2018 Survey, 87% reported that Slack improved communication and collaboration inside their organization.

Summary of Key Benefits

Working in Slack provides several key benefits to users, teams, and organizations and to our platform ecosystem:

People love using Slack and that leads to high levels of engagement.

Slack is enterprise software created with an eye for user experience usually associated with consumer products.

We believe that the more simple, enjoyable, and intuitive the product is, the more people will want to use it.

Indigo ipo prospectus pdf

As a result, teams benefit from the aggregated attention that happens when all members of a team are engaged in a single collaboration tool.

Slack increases an organization’s “return on communication.”

Moving to channel-based communication increases accessibility of communication, which in turn increases transparency and breaks down silos.

The organization benefits from increased coordination and alignment from a given amount of communication, with no additional effort in the form of status reports, update meetings, and so on.

Slack increases the value of existing software investment

.

Integration with Slack increases both the accessibility of information inside applications and the response times for many basic actions. Because Slack users can do virtually everything on Slack on mobile that they can do on desktop, they do not need to have dozens of work applications on their mobile devices to be able to make lightweight use of those applications on the go.

An organization’s archive of data increases in value over time.

As teams continue to use Slack, they build a valuable resource of widely accessible information.

Important messages are surrounded by useful context and users can see how fellow team members created and worked with the information and arrived at a decision. New employees can have instant access to the information they need to be effective whenever they join a new team or company. Finally, the content on Slack is available through powerful search and discovery tools, powered by machine learning, which improve through usage.

Slack helps organizations improve culture and employees’ feelings of empowerment.

When every member of a team learns from, and contributes towards, common goals, people feel they have greater influence over


the ultimate outcomes of their work. By keeping all team members in the information flow, we believe that Slack increases this sense that members of a team can have an impact and make a difference and that creates greater team cohesion and increases motivation.

Slack helps achieve organizational agility

.

Slack’s channels immerse workers directly into the dynamic and evolving communication, decision making, and data flow that defines modern work.

Because workers have both more access to data updated in real time and more context for that data, they are better able to quickly react and adjust work streams in response to new business priorities or changing conditions while staying in alignment with one another.

Developers are better able to reach and deliver value to their customers

.

Slack has aggregated hundreds of thousands of organizations on one platform and made it easier for developers to distribute their software to any Slack-using organization.

By making information from their applications available and allowing users to perform key actions through a whole new interface, developers can make their customers happier and more engaged.

We believe that whoever

makes it easiest for teams to function with agility and cohesion in an ever more complex world will be

the most important software company in the world.

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We aim to be that company.

From the outset, our go-to-market strategy has centered around offering an exceptional product and level of service to organizations on Slack. We offer a self-service approach, for b

oth free and paid subscriptions to Slack, which capitalizes on strong word-of-mouth adoption and customer love for our brand. Since 2016, we

have augmented our approach with a direct sales force and customer success professionals who are focused on driving successful adoption and expansion within organizations, whether on a free or paid subscription plan.

We define daily active users as users who either created or consumed content in a given 24-hour period on either a free or paid subscription plan.

We define an organization on Slack as a separate entity, such as a company, educational or government institution, or distinct business unit of a company, that is on a subscription plan, whether free or paid. Once an organization has three or more users on a paid subscription plan, we count them as a Paid Customer.

Our user base has grown rapidly since our launch in 2014.

During the three months ended January 31, 2019, our daily active users exceeded 10 million. As of January 31, 2019, Slack had more than 600,000 organizations with three or more users, comprised of:

More than 88,000 Paid Customers, including more than 65 companies in the Fortune 100; and

More than 500,000 organizations on our Free subscription plan.

Many of our

Paid

Customers have thousands of active users and our largest Paid Customers have tens of thousands of employees using Slack on a daily basis.

Our users, whether on a free or paid subscription plan, are highly engaged, and their collective active use of Slack for the week ended January 31, 2019 exceeded 50 million hours.

During the week ended January 31, 2019, more than 1 billion messages were sent in Slack. During this same time,

on a typical workday, users at Paid Customers averaged nine hours connected to Slack through at least one device and spent more than 90 minutes actively using Slack.

Our direct sales and customer success efforts are focused on larger organizations who have a greater number of users and teams and have the potential to increase spend over time.

We measure the number of Paid Customers >

 

$100,000

of annual recurring revenue, or ARR,

as a gauge of adoption within and expansion into large enterprises. We had 575 Paid Customers >$100,000 of ARR as of January 31, 2019, which accounted for approximately

40% of our revenue in fiscal year 2019

.

We generate revenue primarily from the sale of subscriptions for Slack. Paid customers typically pay on a monthly or annual basis, based on the number of users that they have on Slack.


Delaware

7372

26-4400325

(State or Other Jurisdiction of

Incorporation or Organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S.

Indigo ipo prospectus pdf

Employer

Identification Number)

Copies to:

Richard A. Kline

David W. Van Horne

Sarah B. Axtell

Goodwin Procter LLP

Three Embarcadero Center

San Francisco, California 94111

(650) 752-3100

David Schellhase

Gabe Stern

Amanda Westendorf

Slack Technologies, Inc.

500 Howard Street

San Francisco, California 94105

(855) 980-5920

Large accelerated filer ☐

Accelerated filer ☐

Non-accelerated filer 

x

Smaller reporting company ☐

 

Emerging growth company

x

Title of Each Class of Securities to be Registered

Amount to be Registered

Proposed Maximum
Offering Price Per Share

Proposed Maximum
Aggregate Offering Price

(1)

Amount of Registration Fee

Class A Common Stock, $0.0001 par value per share

 

Not applicable

$100,000,000

$12,120

See the section titled “

Risk Factors

” beginning on page

13

 to read about factors you should consider before buying shares of our Class A common stock.