S-1MEF 1 p73585bsv1mef.htm S-1MEF sv1mef
 

As filed with the Securities and Exchange Commission on June 7, 2007
Registration No. 333-       
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
 
 
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
 
 
 
 
LIMELIGHT NETWORKS, INC.
(Exact name of Registrant as specified in its charter)
 
         
Delaware
  7389   20-1677033
(State or other jurisdiction of
incorporation or organization) 		  (Primary Standard Industrial
Classification Code Number) 		  (I.R.S. Employer
Identification Number)
 
 
 
 
2220 W. 14th Street
Tempe, AZ 85281
(602) 850-5000
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
 
 
 
 
Jeffrey W. Lunsford
Chairman and Chief Executive Officer
Limelight Networks, Inc.
2220 W. 14th Street
Tempe, AZ 85281
(602) 850-5000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
 
 
 
 
Copies to:
 
     
Mark L. Reinstra, Esq.
Mario M. Rosati, Esq.
Alexander D. Phillips, Esq.
Wilson Sonsini Goodrich & Rosati, P.C.
650 Page Mill Road
Palo Alto, CA 94304-1050
(650) 493-9300 		  Kevin P. Kennedy, Esq.
Simpson Thacher & Bartlett LLP
2550 Hanover Street
Palo Alto, CA 94304
(650) 251-5000
 
 
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 being offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), 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, please check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. þ 333-141516
 
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 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
 
                     
      Proposed Maximum
 		     
Title of Each Class of
 		    Aggregate
 		    Amount of
Securities to be Registered     Offering Price(1)(2)     Registration Fee(3)
Common Stock, $0.001 par value
    $ 27,600,000       $ 848  
                     
 
(1) Includes shares of Common Stock subject to the underwriters’ option to purchase additional shares.
(2) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.
(3) The Registrant previously registered an aggregate of $231,840,000 worth of Common Stock on a Registration Statement on Form S-1 (File No. 333-141516), as amended, which was declared effective on June 7, 2007 and for which a filing fee of $7,118 was previously paid.
 
 
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH RULE 462(B) UNDER THE SECURITIES ACT.
 

 

 
EXPLANATORY NOTE
 
This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”). The contents of the Registration Statement on Form S-1 (File No. 333-141516) (the “Prior Registration Statement”) filed by Limelight Networks, Inc. (the “Company”) with the Securities and Exchange Commission (the “Commission”) on March 22, 2007, as amended, including the exhibits thereto, and declared effective by the Commission on June 7, 2007, are incorporated herein by reference.
 
The required opinions and consents are listed on the Exhibit Index attached hereto and filed with this Registration Statement.
 
UNDERTAKING
 
The Company hereby certifies to the Commission that (i) it has instructed its bank to pay the Commission the filing fee set forth in the cover page of this Registration Statement by wire transfer of such amount to the Commission’s account at Mellon Bank as soon as practicable (but no later than the close of business on June 8, 2007); (ii) it will not revoke such instruction; (iii) it has sufficient funds in the relevant account to cover the amount of such filing fee; and (iv) it will confirm receipt of such instructions by its bank during the bank’s regular business hours no later than June 8, 2007.

 

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 Tempe, Arizona, on the 7th day of June, 2007.
 
Limelight Networks, Inc.
 
  By: 
/s/  Jeffrey W. Lunsford
Jeffrey W. Lunsford
President, Chief Executive Officer and Chairman
 
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-1 has been signed by the following persons in the capacities and on the dates indicated:
 
             
Signature
 
Title
 
Date
 
/s/  Jeffrey W. Lunsford

Jeffrey W. Lunsford 		  President, Chief Executive Officer and Chairman (principal executive officer)   June 7, 2007
         
/s/  Matthew Hale

Matthew Hale 		  Chief Financial Officer and Secretary (principal financial officer and principal
accounting officer) 		  June 7, 2007
         
* Walter D. Amaral

Walter D. Amaral 		  Director   June 7, 2007
         
* Joseph H. Gleberman

Joseph H. Gleberman 		  Director   June 7, 2007
         
* Fredric W. Harman

Fredric W. Harman 		  Director   June 7, 2007
         
* Mark A. Jung

Mark A. Jung 		  Director   June 7, 2007
         
* Allan M. Kaplan

Allan M. Kaplan 		  Co-Founder and Director   June 7, 2007
         
* Peter J. Perrone

Peter J. Perrone 		  Director   June 7, 2007
         
* David C. Peterschmidt

David C. Peterschmidt 		  Director   June 7, 2007
         
* Nathan F. Raciborski

Nathan F. Raciborski 		  Co-Founder, Chief Technical Officer and Director   June 7, 2007


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Signature
 
Title
 
Date
 
* Gary Valenzuela

Gary Valenzuela 		  Director   June 7, 2007
             
         
*By: 
/s/   Jeffrey W. Lunsford

Jeffrey W. Lunsford
Attorney-in-fact
       


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INDEX TO EXHIBITS
 
         
Exhibit
 		   
Number
 
Exhibit Title
 
  5 .1   Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation
  23 .1   Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
  23 .2   Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in Exhibit 5.1)
  24 .1*   Power of Attorney
  24 .2*   Power of Attorney of Mark A. Jung
  24 .3*   Power of Attorney of Walter D. Amaral
 
 
* Incorporated by reference from the Prior Registration Statement.


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