S-1MEF 1 x14319sv1mef.htm NEUSTAR INC sv1mef
 

As filed with the Securities and Exchange Commission on December 7, 2005.
Registration No. 333-          
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
NeuStar, Inc.
(Exact Name of Registrant as Specified in Its Charter)
         
Delaware   7375   52-2141938
(State of Incorporation)   (Primary Standard Industrial Classification Code Number)   (I.R.S. Employer Identification Number)
46000 Center Oak Plaza
Sterling, Virginia 20166
(571) 434-5400

(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant’s Principal Executive Offices)
 
Jeffrey E. Ganek
Chairman and Chief Executive Officer
NeuStar, Inc.
46000 Center Oak Plaza
Sterling, Virginia 20166
(571) 434-5400

(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)
 
Copies to:
     
Stephen I. Glover, Esq.   Ronald Cami
Gibson, Dunn & Crutcher LLP   Cravath, Swaine & Moore LLP
1050 Connecticut Ave., NW   825 Eighth Avenue
Washington, DC 20036   New York, NY 10019
(202) 955-8500   (212) 474-1000
     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. o
     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. þ 333-129700
     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. o
     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. o
     If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. o
CALCULATION OF REGISTRATION FEE
                                             
 
  Title of Each Class                                   Amount of    
  of Securities to be     Amount to be       Maximum Offering       Maximum Aggregate       Registration    
  Registered     Registered (1)       Price per Unit       Offering Price       Fee    
 
Class A Common Stock, $0.001 par value per share
      2,575,521       $ 32.30       $ 83,189,328       $ 8,901.26    
 
     (1) Includes shares that may be sold upon exercise of the underwriters’ over-allotment option, if any.
 
 

 


 

EXPLANATORY NOTE
     This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the Registration Statement on Form S-1 (File No. 333-129700) filed by NeuStar, Inc. with the Securities and Exchange Commission (the “Commission”) on November 15, 2005, as amended, which was declared effective by the Commission on December 6, 2005, and including the documents filed by the Company with the Commission and incorporated or deemed to be incorporated therein, are incorporated herein by reference.

 


 

SIGNATURES
     Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sterling, Commonwealth of Virginia, on December 7, 2005.
         
  NeuStar, Inc.
 
 
  By:   /s/ Jeffrey E. Ganek    
    Jeffrey E. Ganek   
    Chairman and 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 indicated on December 7, 2005.
         
Signature   Title    
 
/s/ Jeffrey E. Ganek
 
Jeffrey E. Ganek
  Chairman of the Board of Directors and Chief
Executive Officer (Principal Executive Officer)
   
/s/ Jeffrey A. Babka
 
Jeffrey A. Babka
  Senior Vice President and Chief Financial Officer
(Principal Financial Officer and Principal
Accounting Officer)
   
*
 
James G. Cullen
  Director    
*
 
Henry Geller
  Director    
*
 
Dr. Henry Kressel
  Director    
*
 
Joseph P. Landy
  Director    
*
 
Dr. Kenneth A. Pickar
  Director    
*
 
Frank L. Schiff
  Director    
         
     
* By:   /s/ Martin K. Lowen  
    Martin K. Lowen   
    Attorney in Fact   
 

 


 

EXHIBIT INDEX
         
Exhibit        
No.   Description of Exhibit    
5.1
  Opinion of Gibson, Dunn & Crutcher LLP. *    
23.1
  Consent of Ernst & Young LLP. *    
23.2
  Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1 filed herewith).    
 
*   Filed herewith.