S-1MEF

As filed with the Securities and Exchange Commission on March 27, 2012

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

under

The Securities Act of 1933

VOCERA COMMUNICATIONS, INC.

(Exact name of registrant as specified in its charter)

Delaware	3669	94-3354663
(State or other jurisdiction of incorporation or organization)	(Primary standard industrial code number)	(I.R.S. employer identification no.)

525 Race Street

San Jose, CA 95126

(408) 882-5100

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

Robert J. Zollars

Chairman and Chief Executive Officer

Vocera Communications, Inc.

525 Race Street

San Jose, CA 95126

(408) 882-5100

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

Copies to:

Gordon K. Davidson, Esq. Daniel J. Winnike, Esq. Fenwick & West LLP 801 California Street Mountain View, CA 94041 (650) 988-8500 Jay M. Spitzen, Esq. General Counsel and Corporate Secretary Vocera Communications, Inc. 525 Race Street San Jose, CA 95126 (408) 882-5100 Eric C. Jensen, Esq. Matthew B. Hemington, Esq. John T. McKenna, Esq. Cooley LLP Five Palo Alto Square 3000 El Camino Real Palo Alto, CA 94304 (650) 843-5000

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 of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  x 333-175932

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, 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 of 1933, 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 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 (Do not check if a smaller reporting company) Smaller reporting company  ¨

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered(1)(2)	Proposed Maximum Aggregate Offering Price Per Share	Proposed Maximum Aggregate Offering Price(3)	Amount of Registration Fee(4)
Common Stock, par value $0.0003 per share .	115,000	$16.00	$1,840,000	$210.87

(1) Includes 15,000 shares that the underwriters have the option to purchase.

(2) The Registrant is registering 115,000 shares pursuant to this Registration Statement, which shares are in addition to the 6,612,500 shares registered pursuant to the Form S-1 Registration Statement (Registration No. 333-175932).

(3) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended.

(4) The registration fee is based upon the initial public offering price.

This Registration Statement shall become effective upon filing in accordance with Rule 462(b) under the Securities Act of 1933.

EXPLANATORY NOTE AND INCORPORATION OF
CERTAIN INFORMATION BY REFERENCE

Vocera Communications, Inc., a Delaware corporation (the “Company”), is filing this Form S-1 Registration Statement to register additional shares of its common stock, par value $0.0003 per share, pursuant to Rule 462(b) under the Securities Act of 1933, as amended. This Registration Statement includes the registration statement facing page, this page, the signature page, an exhibit index, an opinion of Fenwick & West LLP, the Company’s law firm, regarding the legality of the securities being registered and a related consent, the consent of PricewaterhouseCoopers LLP, the Company’s independent registered public accounting firm, and the consent of Pershing Yoakley & Associates, P.C., independent accountants.

This Registration Statement relates to the Company’s Form S-1 Registration Statement, as amended (File No. 333-175932), initially filed by the Company on August 1, 2011 and declared effective by the Securities and Exchange Commission on March 27, 2012. The Company is filing this Registration Statement for the sole purpose of increasing the aggregate number of shares of common stock offered by certain selling stockholders named in the Company’s Form S-1 Registration Statement, as amended (File No. 333-175932), by 115,000 shares, 15,000 of which are subject to purchase upon exercise of the underwriters’ over-allotment option to purchase additional shares of common stock. Pursuant to Rule 462(b), the contents of the Company’s Form S-1 Registration Statement, as amended (File No. 333-175932), including the exhibits and the powers of attorney thereto, are incorporated by reference into this Registration Statement.

Signatures

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California, on March 27, 2012.

Vocera Communications, Inc.
By:	/s/ Robert J. Zollars
	Robert J. Zollars
	Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Name	Title	Date
/s/ Robert J. Zollars Robert J. Zollars	Chairman of the Board and Chief Executive Officer (Principal Executive Officer)	March 27, 2012
/s/ William R. Zerella William R. Zerella	Chief Financial Officer (Principal Financial and Accounting Officer)	March 27, 2012
* Brian D. Ascher	Director	March 27, 2012
* John B. Grotting	Director	March 27, 2012
* Jeffrey H. Hillebrand	Director	March 27, 2012
* Howard E. Janzen	Director	March 27, 2012
* John N. McMullen	Director	March 27, 2012
* Hany M. Nada	Director	March 27, 2012
* Sharon O’Keefe	Director	March 27, 2012
* Donald F. Wood	Director	March 27, 2012

* By:	/s/ Jay M. Spitzen
	Jay M. Spitzen Attorney-in-fact

Exhibit index

Exhibit number	Exhibit title
5.01	Opinion of Fenwick & West LLP regarding the legality of the securities being registered.
23.01	Consent of Fenwick & West LLP (included in Exhibit 5.01).
23.02	Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.
23.03	Consent of Pershing Yoakley & Associates, P.C., independent accountants.
24.01	Power of Attorney (incorporated by reference to Exhibit 24.01 of the Form S-1 Registration Statement (Registration No. 333-175932)).
24.02	Power of Attorney for Sharon O’Keefe (incorporated by reference to Exhibit 24.02 of the Form S-1 Registration Statement (Registration No. 333-175932)).

EX-5.01

Exhibit 5.01

[Fenwick & West LLP Letterhead]

March 27, 2012

Vocera Communications, Inc.

525 Race Street

San Jose, California 95126

Ladies and Gentlemen:

At your request, we have examined the Registration Statement on Form S-1 (the “Registration Statement”) filed by Vocera Communications, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”) on March 27, 2012, in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of an aggregate of up to 115,000 shares of the Company’s Common Stock (the “Stock”), consisting of shares of the Company’s Common Stock (collectively, the “Selling Stockholders Shares”) that will be sold by certain selling stockholders of the Company (the “Selling Stockholders”), which number of Selling Stockholders Shares includes (a) an aggregate of up to 109,434 presently issued and outstanding shares to be sold by certain Selling Stockholders and (b) an aggregate of up to 5,566 shares which are not now issued or outstanding but are issuable upon the net exercise of outstanding options and warrants held by certain 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) a copy of the Restated Certificate of Incorporation of the Company approved by the Company’s Board of Directors (the “Board”) and the Company’s stockholders (the “Stockholders”) on or about March 7, 2012, which the Company filed with the Delaware Secretary of State on March 26, 2012 in order to effectuate a reverse stock split, which is certified by the Company in the Management Certificate and was certified by the Delaware Secretary of State on March 26, 2012 (the “Reverse Split Restated Certificate”);

(2) a copy of the Restated Certificate of Incorporation approved by the Board on July 20, 2011 and the Stockholders on or about March 7, 2012 and which the Company intends to file and that will be effective upon the consummation of the sale of the Stock (the “Post-Effective Restated Certificate”), which is certified by the Company in the Management Certificate;

(3) a copy of the Company’s current Bylaws, which are certified by the Company in the Management Certificate (the “Current Bylaws”);

(4) a copy of the Restated Bylaws of the Company approved by the Board on October 26, 2011 and by the Stockholders on or about March 7, 2012 and which the Company adopted in connection with, and which will become effective upon, the consummation of the sale of the Stock (the “Post-Effective Restated Bylaws”), which are certified by the Company in the Management Certificate;

(5) the Registration Statement, together with the Exhibits filed as a part thereof;

(6) the Underwriting Agreement to be entered into by and among the Company, the Selling Stockholders and J.P. Morgan Securities Inc. and Piper Jaffray & Co., as representatives of the several underwriters;

(7) copies of minutes of meetings of, and actions by the written consent of, the Board and the Stockholders provided to us by the Company relating to the adoption, approval, authorization and/or ratification of (i) the Reverse Split Restated Certificate, (ii) the Post-Effective Restated Certificate, (iii) the Current Bylaws, (iv) the Post-Effective Restated Bylaws, (v) the Registration Statement, (vi) the authorization and issuance by the Company of Selling Stockholders Shares (or the authorization of the issuance by the Company of Selling Stockholders Shares consisting of shares of Stock issuable upon exercise of currently outstanding options or warrants) that are to be sold by the Selling Stockholders pursuant to the Registration Statement and (vii) stock, stock option or other plans and agreements and warrants under which Selling Stockholders Shares have been, or are to be, issued by the Company;

(8) the stock records for the Company that the Company has provided to us (consisting of a list of the stockholders, optionholders and warrantholders of the Company that was prepared by the Company and provided to us as of even date herewith and a list of any outstanding options, warrants or other rights to purchase the Company’s capital stock, and verifying the number of such issued and outstanding securities);

(9) the agreements pursuant to which the Selling Stockholders Shares were originally issued or may be issuable;

(10) a Certificate of Good Standing issued by the Secretary of State of the State of Delaware dated March 26, 2012, stating that the Company is in good standing and has a legal corporate existence under the laws of the State of Delaware (the “Certificate of Good Standing”);

(11) a management certificate addressed to us and dated of even date herewith executed by the Company containing certain factual representations (the “Management Certificate”); and

(12) the custody agreements, irrevocable election to sell, and powers of attorney signed by the Selling Stockholders in connection with the sale of the Selling Stockholders Shares described in the Registration Statement.

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, and the due authorization, execution and delivery of all documents by the Selling Stockholders where due authorization, execution and delivery are prerequisites to the effectiveness thereof.

The Company’s capital stock is uncertificated. We assume that issued Stock will not be reissued by the Company in uncertificated form until any previously issued stock certificate representing such issued Stock has been surrendered to the Company in accordance with Section 158 of the Delaware

2

General Corporation Law, and that the Company will properly register the transfer of the Stock to the purchasers of such Stock on the Company’s record of uncertificated securities.

We are admitted to practice law in the State of California, and 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, the State of California and the existing Delaware General Corporation Law and reported judicial decisions relating thereto.

In connection with our opinions expressed below, we have assumed that, at or prior to the time of the issuance and delivery of any shares of Stock, the Registration Statement will have become effective under the Securities Act, that the shares of Stock will have been registered under the Securities Act pursuant to the Registration Statement and that such registration 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.

With respect to our opinion expressed in paragraph (1) below as to the valid existence and good standing of the Company under the laws of the State of Delaware, we have relied solely upon the Certificate of Good Standing and representations made to us by the Company in the Management Certificate.

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 to third parties in connection with the filing of a registration statement with the Securities and Exchange Commission of the type described herein.

Based upon the foregoing, it is our opinion that:

1. the Company is a corporation validly existing, in good standing, under the laws of the State of Delaware;

2. the up to 109,434 Selling Stockholders Shares to be sold by the Selling Stockholders pursuant to the Registration Statement are validly issued, fully paid and nonassessable; and

3. the up to 5,566 Selling Stockholders Shares to be issued by the Company upon the net exercise of options and warrants by certain Selling Stockholders and to be sold by the Selling Stockholders pursuant to the Registration Statement, when issued, sold and delivered in the manner and for the consideration stated in the Registration Statement and the related Prospectus, and in accordance with the resolutions adopted by the Company’s Board of Directors and to be adopted by the Pricing Committee of the Company’s Board of Directors, will be 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. In rendering the opinions set forth 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.

This opinion is intended solely for use in connection with issuance and sale of shares of Stock subject to the Registration Statement and is not to be relied upon for any other purpose. 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 any of the opinions expressed herein.

Very truly yours,

/s/ FENWICK & WEST LLP

FENWICK & WEST LLP

3

EX-23.02

Exhibit 23.02

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-1 of our report dated February 24, 2012, except for subsequent events and the effects of the reverse stock split described in Note 14 and Note 15, respectively, as to which the date is March 26, 2012 relating to the financial statements of Vocera Communications, Inc., which appears in Amendment No. 4 to the Form S-1 (File No. 333-175932). We also consent to the incorporation by reference of Amendment No. 4 to the Form S-1 (File No. 333-175932) of the reference to us under the heading “Experts” in such Registration Statement.

/s/ PRICEWATERHOUSECOOPERS LLP

San Jose, California

March 26, 2012

EX-23.03

Exhibit 23.03

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration Statement on Form S-1 of our report dated July 22, 2011 relating to the financial statements of the OptiVox^® Product Line of The White Stone Group, Inc., which appears in Amendment No. 4 to the Form S-1 (Registration No. 333-175932). We also consent to the incorporation by reference of Amendment No. 4 to the Form S-1 (Registration No. 333-175932) of the reference to us under the heading “Experts” in such registration.

/s/ PERSHING YOAKLEY & ASSOCIATES, P.C.

Knoxville, Tennessee

March 26, 2012