F-1MEF 1 v405695_f1mef.htm F-1MEF

As filed with the Securities and Exchange Commission on March 26, 2015.

 

Registration No. 333-

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM F-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

GLOBANT S.A.

(Exact name of Registrant as Specified in Its Charter)

 

Not Applicable

 

(Translation of Registrant’s name into English)

         
Grand Duchy of Luxembourg   7371   Not Applicable

(State or Other Jurisdiction of

Incorporation or Organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(IRS Employer

Identification No.)

 

5 rue Guillaume Kroll

L-1882, Luxembourg

Tel: + 352 48 18 28 1

 

(Address, Including Zip Code, and Telephone Number,

Including Area Code, of Registrant’s Principal Executive Offices)

 

 

Globant, LLC

875 Howard Street, Suite 320

San Francisco, CA 94103

Attn: Andrés Angelani

Tel: +1 877 798 8104 ext. 28127

 

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

Including Area Code, of Agent for Service)

 

 

Copies to:

 

         

Christopher C. Paci

DLA Piper LLP (US)

1251 Avenue of the Americas

New York, New York 10020-1104

(212) 335-4500

 

     

S. Todd Crider

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017-3954

(212) 455-2000

 

 

 

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, as amended (the “Securities Act”), 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, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x   333-202683

 

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 registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the 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
x Non-accelerated filer (do not check if a smaller reporting company)   ¨ Smaller reporting company

 

 

CALCULATION OF REGISTRATION FEE

                 
 
Title of Each Class of Securities
To Be Registered
          Proposed Maximum
Aggregate Offering
Price(1)
  Amount of
Registration Fee(2)
 
Common shares, nominal value $1.20 per share           $12,316,036.40   $1,432
 

 

(1)     Represents only the additional amount of securities being registered. Includes offering price of any common shares that the underwriters have the overallotment option to purchase. Pursuant to Rule 462(b) under the Securities Act of 1933, as amended, the additional amount of securities being registered hereunder represents no more than 20% of the maximum aggregate offering price of the securities previously registered on the registration statement on Form F-1, as amended (File No. 333-202683). 

 

(2)     Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended.

 

The registration statement shall become effective upon filing with the Commission in accordance with Rule 462(b) under the Securities Act. 

 
 
 

 

EXPLANATORY NOTE AND INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 

 

Pursuant to Rule 462(b) under the Securities Act of 1933, as amended, Globant S.A. (the “Registrant”) is filing this registration statement with the Securities and Exchange Commission (the “Commission”). This registration statement relates to the public offering of securities contemplated by the registration statement on Form F-1, as amended (File No. 333-202683) (the “Prior Registration Statement”), which the Commission declared effective on March 26, 2015. The information set forth in the Prior Registration Statement and all exhibits to the Prior Registration Statement are hereby incorporated by reference in this filing.

 

The required opinions and consents are listed on the Exhibit Index attached hereto and filed herewith.


 
 

 

SIGNATURES

  

Pursuant to the requirements of the U.S. Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in New York, New York on the 26th day of March, 2015.

 

  GLOBANT S.A.
     
     
  By: /s/ Alejandro Scannapieco
    Name: Alejandro Scannapieco
    Title: Chief Financial Officer

 

 

Pursuant to the requirements of the U.S. Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on March 26, 2015.

 

 
Signature   Title
     
*

  Martín Migoya
    Chairman of the Board and Chief
    Executive Officer (Principal executive officer)
     

 /s/ Alejandro Scannapieco

  Alejandro Scannapieco
    Chief Financial Officer
    (Principal financial officer)
     
*   Natalia Kanefsck
    Chief Accounting Officer (Principal
    accounting officer)
     
*   Martín Gonzalo
    Umaran Director and Chief of Staff
     
*   Guibert Andrés Englebienne
    Director and Chief Technology Officer
     
*   Francisco Álvarez-Demalde
    Director
     
*   Bradford Eric Bernstein
    Director
     
*   Mario Eduardo Vázquez
    Director
     
*   Philip A. Odeen
    Director
     
*   Robert David Norman
    Director
     
     
*By: /s/ Alejandro Scannapieco    
  Alejandro Scannapieco    
  Attorney-in-Fact    

   

 

 
 

 

SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

 

Pursuant to the United States Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States for Globant S.A., has signed this Registration Statement in the City of San Francisco, State of California, on the 26th day of March, 2015.

 

  /s/ Guillermo Bodnar  
  Name: Guillermo Bodnar
  Title: Authorized Representative

 

 

 

 
 

EXHIBIT INDEX

 

     

Exhibit
Number

 

Description

     
5.1   Opinion of Arendt & Medernach, Luxembourg as to the validity of the common shares
     
23.1   Consent of Deloitte & Co. S.A.
     
23.2   Consent of Arendt & Medernach, Luxembourg (included in Exhibit 5.1)
     
24.1   Power of Attorney (see page II-4 to the Prior Registration Statement on Form F-1 (File No. 333-202683), filed with the Commission on March 12, 2015 and incorporated herein by reference)