As filed with the Securities and Exchange Commission on March 19, 2014.
Registration Statement No. 333-194347
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2
to
Form F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CRITEO S.A.
(Exact name of registrant as specified in its charter)
France | 7311 | Not applicable | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
Jean-Baptiste Rudelle
Chairman and Chief Executive Officer
Criteo S.A.
32 rue Blanche
75009 Paris, France
Tel: +33 1 40 40 22 90
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
National Registered Agents, Inc.
160 Greentree Dr., Suite 101
Dover, DE 19904
Tel: (302) 674-4089
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Kenneth L. Guernsey Nicole Brookshire Stephane Levy Cooley LLP 1114 Avenue of the Americas New York, New York 10036-7798 (212) 479-6000 |
Renaud Bonnet Jones Day 2 rue Saint-Florentin 75001 Paris France +33 1 5659-3939 |
Marc D. Jaffe Rachel W. Sheridan Latham & Watkins LLP 885 3rd Ave #1000 New York, New York 10022 (212) 906-1200 |
Approximate date of commencement of proposed sale to 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, 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(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. ¨
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), shall determine.
Explanatory Note
This Amendment No. 2 to the Registration Statement on Form F-1 is being filed solely for the purpose of filing Exhibit 1.1 to the Registration Statement. This Amendment No. 2 does not modify any part of the prospectus that forms a part of the Registration Statement.
Item 8. Exhibits and Financial Statement Schedules
EXHIBIT INDEX
Exhibit |
Description | |
1.1# | Form of Underwriting Agreement | |
3.1* | By-laws (statuts) of the registrant (English translation), as currently in effect | |
3.2* | Form of By-laws (statuts) of the registrant to become effective upon closing of the offering | |
4.1* | Form of Deposit Agreement, including the Form of American Depositary Receipt | |
4.3* | Agreement to Furnish Debt Instruments | |
5.1* | Opinion of Jones Day | |
8.1* | Tax Opinion of Jones Day | |
10.1* | Commercial Lease between Orosdi and the registrant dated January 20, 2012 (English translation) | |
10.2* | Sublease Agreement between DST Realty of NY and Criteo Corp., dated April 12, 2012 | |
10.3* | Form of Registration Rights Agreement by and among the registrant and certain investors signatory thereto, dated as of August 30, 2013 | |
10.4†* | Form of Indemnification Agreement between the registrant and each of its executive officers and directors | |
10.5†* | Non-Compete Agreement between the registrant and each of Messrs. Rudelle, Le Ouay and Niccoli | |
10.6†* | Stock Option Plans—2009, 2010, 2011, 2012, 2013 (including forms of Stock Option Grant Agreement and Exercise Notice) | |
10.7†* | Summary of BSA Plan | |
10.8†* | Summary of BSPCE Plan | |
10.9†* | 2013 Free Share Plan | |
10.10†* | Form of BSA Grant Document (English translation) | |
10.11†* | Form of BSPCE Grant Document (English translation) | |
10.12†* | Employment Agreement between the registrant and Benoit Fouilland, dated November 18, 2011 (English translation) | |
10.13†* | Employment Agreement between registrant and Jonathan Wolf, dated May 18, 2009 | |
10.14†* | Employment Agreement between registrant and Eric Eichmann, effective as of March 2013, and related side letters | |
21.1* | List of subsidiaries of the registrant | |
23.1* | Consent of Deloitte & Associés | |
23.2* | Consent of Jones Day LLP (included in Exhibits 5.1 and 8.1) | |
24.1* | Power of Attorney of certain of the directors of the registrant and the principal executive, financial and accounting officers of the registrant | |
24.2* | Power of Attorney of certain of the directors of the registrant |
† | Indicates management contract or compensatory plan. |
# | Filed herewith. |
* | Previously filed. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Paris, France, on March 19, 2014.
CRITEO S.A. | ||
By: |
/s/ Jean-Baptiste Rudelle | |
Jean-Baptiste Rudelle | ||
Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this amendment to the registration statement has been signed by the following persons in the capacities indicated on March 19, 2014.
Signature |
Title | |
/s/ Jean-Baptiste Rudelle |
Chief Executive Officer and Chairman (Principal Executive Officer) | |
Jean-Baptiste Rudelle |
||
/s/ Benoit Fouilland |
Chief Financial Officer (Principal Financial and Accounting Officer) | |
Benoit Fouilland |
||
* |
Director | |
Marie Ekeland |
||
* |
Director | |
Dana Evan |
||
* |
Director | |
Hubert de Pesquidoux |
||
* |
Director | |
Dominique Vidal |
||
* |
Director | |
James Warner |
* By: |
/s/ Jean-Baptiste Rudelle | |
Attorney-in-Fact |
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirements of the Securities Act of 1933, as amended, this amendment to the Registration Statement on Form F-1 has been signed by the undersigned as the duly authorized representative in the United States of Criteo S.A. in New York, New York, on March 19, 2014.
Criteo Corp. | ||||
By: |
/s/ Greg Coleman | |||
Name: | Greg Coleman | |||
Title: | President |
EXHIBIT INDEX
Exhibit |
Description | |
1.1# | Form of Underwriting Agreement | |
3.1* | By-laws (statuts) of the registrant (English translation), as currently in effect | |
3.2* | Form of By-laws (statuts) of the registrant to become effective upon closing of the offering | |
4.1* | Form of Deposit Agreement, including the Form of American Depositary Receipt | |
4.3* | Agreement to Furnish Debt Instruments | |
5.1* | Opinion of Jones Day | |
8.1* | Tax Opinion of Jones Day | |
10.1* | Commercial Lease between Orosdi and the registrant dated January 20, 2012 (English translation) | |
10.2* | Sublease Agreement between DST Realty of NY and Criteo Corp., dated April 12, 2012 | |
10.3* | Form of Registration Rights Agreement by and among the registrant and certain investors signatory thereto, dated as of August 30, 2013 | |
10.4†* | Form of Indemnification Agreement between the registrant and each of its executive officers and directors | |
10.5†* | Non-Compete Agreement between the registrant and each of Messrs. Rudelle, Le Ouay and Niccoli | |
10.6†* | Stock Option Plans—2009, 2010, 2011, 2012, 2013 (including forms of Stock Option Grant Agreement and Exercise Notice) | |
10.7†* | Summary of BSA Plan | |
10.8†* | Summary of BSPCE Plan | |
10.9†* | 2013 Free Share Plan | |
10.10†* | Form of BSA Grant Document (English translation) | |
10.11†* | Form of BSPCE Grant Document (English translation) | |
10.12†* | Employment Agreement between the registrant and Benoit Fouilland, dated November 18, 2011 (English translation) | |
10.13†* | Employment Agreement between registrant and Jonathan Wolf, dated May 18, 2009 | |
10.14†* | Employment Agreement between registrant and Eric Eichmann, effective as of March 2013, and related side letters | |
21.1* | List of subsidiaries of the registrant | |
23.1* | Consent of Deloitte & Associés | |
23.2* | Consent of Jones Day LLP (included in Exhibits 5.1 and 8.1) | |
24.1* | Power of Attorney of certain of the directors of the registrant and the principal executive, financial and accounting officers of the registrant | |
24.2* | Power of Attorney of certain of the directors of the registrant |
† | Indicates management contract or compensatory plan. |
# | Filed herewith. |
* | Previously filed. |