As filed with the Securities and Exchange Commission on August 10, 2020
Registration
No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Shutterstock, Inc.
(Exact
name of registrant as specified in its charter)
|
|
|
|
|
Delaware
(State or other jurisdiction of
incorporation or organization)
|
|
|
|
80-0812659
(I.R.S. Employer
Identification Number)
|
350 Fifth Avenue, 21st Floor
New York, NY 10118
(646) 710-3417
(Address, including zip code, and telephone number, including area code, of
registrants principal executive offices)
Heidi Garfield
General Counsel and Corporate Secretary
350 Fifth Avenue, 21st Floor
New York, NY 10118
(646) 710-3417
(Name, address, including zip code, and telephone number, including area code, of agent
for service)
With copies to:
Steven G. Scheinfeld
Andrew B. Barkan
Fried,
Frank, Harris, Shriver & Jacobson LLP
One New York Plaza
New York, New York 10004
(212) 859-8000
Approximate date of
commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.
If the only securities being
registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐
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, other than securities offered only in connection with dividend or interest reinvestment plans,
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, please 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 registration
statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or
additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated
filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act.
|
|
|
|
|
|
|
Large accelerated filer
|
|
☒
|
|
Accelerated filer
|
|
☐
|
Non-accelerated filer
|
|
☐
|
|
Smaller reporting company
|
|
☐
|
|
|
|
|
Emerging growth company
|
|
☐
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐
CALCULATION OF
REGISTRATION FEE
|
|
|
|
|
|
|
|
|
|
Title of each class of
securities to be registered
|
|
Amount
to be
registered
|
|
Proposed
Maximum
Offering Price
Per
Share
|
|
Proposed
Maximum
Aggregate
Offering Price
|
|
Amount of
Registration Fee
|
Common Stock, $0.01 par value per share(1)
|
|
(2)(3)
|
|
(2)(3)(4)
|
|
(2)(3)(4)
|
|
(3)(4)
|
|
|
(1)
|
Pursuant to Rule 416 under the Securities Act of 1933, as amended (the Securities Act), the common
stock being registered hereunder includes such indeterminate number of shares of common stock as may be issuable with respect to the shares being registered hereunder as a result of any stock splits, stock dividends or similar transactions for which
no consideration will be received by the registrant.
|
(2)
|
Not applicable pursuant to General Instruction II(E) of Form S-3.
|
(3)
|
An indeterminate amount of shares of common stock to be offered at indeterminate prices from time to time is
being registered pursuant to this registration statement.
|
(4)
|
In accordance with Rules 456(b) and 457(r) of the Securities Act, the registrant is deferring payment of all of
the registration fee. Registration fees will be paid subsequently on a pay-as-you-go basis.
|