AI assistant
Groupon, Inc. — Registration Form 2011
Nov 2, 2011
32275_rf_2011-11-02_2725e09c-89f2-4750-9d98-9eae3147143d.zip
Registration Form
Open in viewerOpens in your device viewer
QuickLinks -- Click here to rapidly navigate through this document
COMMAND=ADD_BASECOLOR,"Black" COMMAND=ADD_DEFAULTFONT,"font-family:times;" COMMAND=ADD_TABLESHADECOLOR,"#CCEEFF" COMMAND=ADD_STABLERULES,"border-bottom:solid #000000 1.0pt;" COMMAND=ADD_DTABLERULES,"border-bottom:double #000000 2.25pt;" COMMAND=ADD_SCRTABLERULES,"border-bottom:solid #000000 1.0pt;margin-bottom:0pt;" COMMAND=ADD_DCRTABLERULES,"border-bottom:double #000000 2.25pt;margin-bottom:0pt;" PARA=JUSTIFY
As filed with the Securities and Exchange Commission on November 2, 2011
Registration No. 333-174661
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
COMMAND=ADD_LINERULETXT,NOSHADE COLOR="#000000" SIZE="1.0PT" WIDTH="20%" ALIGN="CENTER" COMMAND=ADDING_LINEBREAK
Amendment No. 8 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
COMMAND=ADD_LINERULETXT,NOSHADE COLOR="#000000" SIZE="1.0PT" WIDTH="20%" ALIGN="CENTER" COMMAND=ADDING_LINEBREAK
Groupon, Inc. (Exact name of Registrant as specified in its charter)
COMMAND=ADD_LINERULETXT,NOSHADE COLOR="#000000" SIZE="1.0PT" WIDTH="20%" ALIGN="CENTER" COMMAND=ADDING_LINEBREAK
COMMAND=ADD_TABLEWIDTH,"100%"
User-specified TAGGED TABLE
| Delaware | 7379 | 27-0903295 |
|---|---|---|
| (State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
| 600 West Chicago Avenue, Suite 620 Chicago, Illinois 60654 312-676-5773 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) |
end of user-specified TAGGED TABLE
COMMAND=ADD_LINERULETXT,NOSHADE COLOR="#000000" SIZE="1.0PT" WIDTH="20%" ALIGN="CENTER" COMMAND=ADDING_LINEBREAK
Andrew D. Mason Chief Executive Officer Groupon, Inc. 600 West Chicago Avenue, Suite 620 Chicago, Illinois 60654 312-676-5773 (Name, address, including zip code, and telephone number, including area code, of agent for service)
COMMAND=ADD_LINERULETXT,NOSHADE COLOR="#000000" SIZE="1.0PT" WIDTH="20%" ALIGN="CENTER" COMMAND=ADDING_LINEBREAK
Copies to:
COMMAND=ADD_TABLEWIDTH,"100%"
User-specified TAGGED TABLE
Steven J. Gavin, Esq. Matthew F. Bergmann, Esq. Winston & Strawn LLP 35 West Wacker Drive Chicago, Illinois 60601 312-558-5600 David R. Schellhase, Esq. General Counsel Groupon, Inc. 600 West Chicago Avenue, Suite 620 Chicago, Illinois 60654 312-676-5773 Peter M. Astiz, Esq. Gregory M. Gallo, Esq. Jason C. Harmon, Esq. DLA Piper LLP (US) 2000 University Avenue East Palo Alto, California 94303 650-833-2036
end of user-specified TAGGED TABLE
COMMAND=ADD_LINERULETXT,NOSHADE COLOR="#000000" SIZE="1.0PT" WIDTH="20%" ALIGN="CENTER" COMMAND=ADDING_LINEBREAK
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.
COMMAND=ADD_LINERULETXT,NOSHADE COLOR="#000000" SIZE="1.0PT" WIDTH="20%" ALIGN="CENTER" COMMAND=ADDING_LINEBREAK
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, 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 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(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
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
COMMAND=ADD_TABLEWIDTH,"100%"
User-specified TAGGED TABLE
| Large accelerated filer o | Accelerated filer o |
|---|---|
| Non-accelerated filer ý (Do not check if a smaller reporting company) | Smaller reporting company o |
end of user-specified TAGGED TABLE
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) may determine.
ZEQ.=1,SEQ=1,EFW="2206109",CP="GROUPON, INC.",DN="1",CHK=177471,FOLIO='blank',FILE='DISK133:[11ZBI1.11ZBI79801]BA79801A.;53',USER='SLYUBOM',CD=';1-NOV-2011;15:25' THIS IS THE END OF A COMPOSITION COMPONENT
COMMAND=ADD_BASECOLOR,"Black" COMMAND=ADD_DEFAULTFONT,"font-family:times;" COMMAND=ADD_TABLESHADECOLOR,"#CCEEFF" COMMAND=ADD_STABLERULES,"border-bottom:solid #000000 1.0pt;" COMMAND=ADD_DTABLERULES,"border-bottom:double #000000 2.25pt;" COMMAND=ADD_SCRTABLERULES,"border-bottom:solid #000000 1.0pt;margin-bottom:0pt;" COMMAND=ADD_DCRTABLERULES,"border-bottom:double #000000 2.25pt;margin-bottom:0pt;" PARA=JUSTIFY
TOC_END
EXPLANATORY NOTE
This pre-effective amendment is being filed solely for the purpose of amending "Part II-Information Not Required in Prospectus."
PART II INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth all expenses to be paid by the registrant, other than estimated underwriting discounts and commissions, in connection with this offering. All expenses will be borne by the registrant (except any underwriting discounts and commissions). All amounts shown are estimates except for the SEC registration fee, the FINRA filing fee and the NASDAQ Global Select Market listing fee.
COMMAND=ADD_TABLEWIDTH,"100%"
User-specified TAGGED TABLE
| SEC registration fee | $ |
|---|---|
| FINRA filing fee | $ 75,500 |
| NASDAQ Global Select Market listing fee | $ 250,000 |
| Printing and engraving | $ 250,000 |
| Legal fees and expenses | $ 2,500,000 |
| Accounting fees and expenses | $ 1,500,000 |
| Transfer agent and registrar fees | $ 10,000 |
| Miscellaneous expenses | $ 1,032,428 |
| Total | $ 5,700,000 |
end of user-specified TAGGED TABLE
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law authorizes a corporation's board of directors to grant, and authorizes a court to award, indemnity to officers, directors and other corporate agents.
As permitted by Section 102(b)(7) of the Delaware General Corporation Law, or DGCL, the registrant's certificate of incorporation to be in effect prior to the closing of this offering includes provisions that eliminate the personal liability of its directors and officers for monetary damages for breach of their fiduciary duty as directors and officers, except for liability (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for unlawful payments of dividends or unlawful stock repurchases, redemptions or other distributions or (iv) for any transaction from which the director derived an improper personal benefit. The registrant's amended and restated certificate of incorporation provides for such limitation of liability.
In addition, as permitted by Section 145 of the DGCL, the by-laws of the registrant to be effective upon completion of this offering provide that:
II-1
ZEQ.=1,SEQ=2,EFW="2206109",CP="GROUPON, INC.",DN="1",CHK=873101,FOLIO='II-1',FILE='DISK133:[11ZBI1.11ZBI79801]JA79801A.;108',USER='SLYUBOM',CD=';1-NOV-2011;15:07'
The registrant's policy is to enter into separate indemnification agreements with each of its directors and officers that provide the maximum indemnity allowed to directors and executive officers by Section 145 of the DGCL and certain additional procedural protections. The registrant will also maintain directors and officers insurance to insure such persons against certain liabilities.
These indemnification provisions and the indemnification agreements entered into between the registrant and its officers and directors may be sufficiently broad to permit indemnification of the registrant's officers and directors for liabilities (including reimbursement of expenses incurred) arising under the Securities Act.
The underwriting agreement to be filed as Exhibit 1.1 to this registration statement provides for indemnification by the underwriters of the registrant and its officers and directors for certain liabilities arising under the Securities Act and otherwise.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
We sold the following shares of our Series D preferred stock, Series E preferred stock, Series F preferred stock, Series G preferred stock, voting common stock and non-voting common stock to the following entities and individuals on the dates set forth below. The issuances of these securities were deemed to be exempt from registration under the Securities Act of 1933, as amended, in reliance on Section 4(2) of the Securities Act as transactions not involving a public offering. The information set forth below with respect to our voting common stock and non-voting common stock gives effect to (i) the three-for-one forward stock split of our voting common stock and non-voting common stock that was completed in August 2010; (ii) the two-for-one forward stock split of our voting common stock and non-voting common stock that was completed in January 2011; and (iii) the two-for-one forward stock split of our voting common stock and non-voting common stock that was completed in October 2011.
COMMAND=ADD_TABLEWIDTH,"150%"
User-specified TAGGED TABLE
| Name of Stockholder — Entities affiliated with New Enterprise Associates | 6,560,174 | 1/15/08 | Total Purchase Price — $ 4,799,999 |
|---|---|---|---|
| Andrew D. Mason | 3,600,000 | 11/1/09 | $ 144,000 |
| Entities affiliated with Accel Growth Fund L.P. | 2,932,552 | 11/17/09 | $ 20,000,005 |
| Entities affiliated with New Enterprise Associates | 1,466,276 | 11/17/09 | $ 10,000,002 |
| The Board of Trustees of Leland Stanford Junior University | 7,332 | 11/17/09 | $ 50,004 |
| Entities affiliated with Digital Sky Technologies | 3,113,080 | 4/16/10 | $ 100,000,000 |
| Entities affiliated with Battery Ventures | 1,089,578 | 4/16/10 | $ 35,000,000 |
end of user-specified TAGGED TABLE
II-2
ZEQ.=2,SEQ=3,EFW="2206109",CP="GROUPON, INC.",DN="1",CHK=367109,FOLIO='II-2',FILE='DISK133:[11ZBI1.11ZBI79801]JA79801A.;108',USER='SLYUBOM',CD=';1-NOV-2011;15:07'
COMMAND=ADD_TABLEWIDTH,"150%"
User-specified TAGGED TABLE
| Name of Stockholder — Goodrec, Inc. stockholders | 714,704 | 5/6/10 | Total Purchase Price — (7) |
|---|---|---|---|
| CityDeal Management UG (haftungsbeschraenkt) & Co. Beteiligungs KG | 3,960,000 | 5/15/10 | (8) |
| CD-Inv Holding UG (haftungsbeschraenkt) & Co. Beteiligungs KG | 11,878,812 | 5/15/10 | (8) |
| Entities Affiliated with Oliver and Marc Samwer (9) | 23,761,188 | 5/15/10 | (8) |
| Goodrec, Inc. stockholders | 240,000 | 11/6/10 | (10) |
| Ludic Labs Inc. stockholders | 2,460,000 | 11/30/10 | (11) |
| CityDeal Management UG (haftungsbeschraenkt) & Co. Beteiligungs KG | 4,020,000 | 12/1/10 | (12) |
| CD-Inv Holding UG (haftungsbeschraenkt) & Co. Beteiligungs KG | 12,058,800 | 12/1/10 | (12) |
| Entities Affiliated with Oliver and Marc Samwer (9) | 27,121,200 | 12/1/10 | (12) |
| Entities affiliated with The Growth Fund of America, Inc. | 5,539,730 | 12/17/10 | $ 175,000,071 |
| Entities affiliated with Fidelity Investments | 3,165,559 | 12/17/10 | $ 100,000,009 |
| Entities affiliated with Morgan Stanley Investment Management | 2,374,170 | 12/17/10 | $ 75,000,030 |
| Entities affiliated with T. Rowe Price | 3,165,559 | 12/17/10 | $ 100,000,009 |
| Allen & Company, LLC | 126,622 | 1/11/11 | $ 3,999,989 |
| Entities affiliated with DST Global Limited | 1,614,436 | 1/11/11 | $ 51,000,033 |
| Andreessen Horowitz Fund II, L.P. | 1,266,223 | 1/11/11 | $ 39,999,985 |
| Entities affiliated with Battery Ventures VIII, L.P. | 728,079 | 1/11/11 | $ 23,000,016 |
| Entities affiliated with Greylock XIII Limited Partnership | 2,057,613 | 1/11/11 | $ 64,999,995 |
| Guy Oseary Family Trust | 63,311 | 1/11/11 | $ 1,999,994 |
| KPCB Holdings, Inc. | 2,057,614 | 1/11/11 | $ 65,000,026 |
| Entities affiliated with Maverick Fund Private Investments, Ltd. | 1,582,780 | 1/11/11 | $ 50,000,020 |
| SLP Green Holdings, L.L.C. | 1,582,779 | 1/11/11 | $ 49,999,989 |
| Entities affiliated with TCV Member Fund, L.P. | 4,748,339 | 1/11/11 | $ 150,000,029 |
| Entities affiliated with Howard Schultz | 1,899,336 | 2/10/11 | $ 15,000,006 |
| Matt McCutchen | 29,040 | 2/10/11 | $ 229,343 |
| Placido Arango | 126,622 | 2/10/11 | $ 999,997 |
| Theodore J. Leonsis | 126,662 | 2/10/11 | $ 1,000,313 |
| Pelago Stockholders | 380,300 | 4/18/11 | (14) |
| Zappedy stockholders | 426,184 | 7/15/11 | (13) |
| Entities Affiliated with Oliver and Marc Samwer (15) | 2,908,856 | 7/29/11 | (16) |
end of user-specified TAGGED TABLE
COMMAND=ADD_LINERULETXT,NOSHADE COLOR="#000000" SIZE="1.0PT" WIDTH="10%" ALIGN="LEFT" (1) Each share of Series D preferred stock was converted into 12 shares of Class A common stock on October 31, 2011. (2) Each share of Series E preferred stock was converted into 12 shares of Class A common stock on October 31, 2011. (3) Each share of Series F preferred stock was converted into 12 shares of Class A common stock on October 31, 2011. (4) Each share of voting common stock was converted into one share of Class A common stock on October 31, 2011.
II-3
ZEQ.=3,SEQ=4,EFW="2206109",CP="GROUPON, INC.",DN="1",CHK=808859,FOLIO='II-3',FILE='DISK133:[11ZBI1.11ZBI79801]JA79801A.;108',USER='SLYUBOM',CD=';1-NOV-2011;15:07'
(5) Each share of non-voting common stock was converted into one share of Class A common stock on October 31, 2011. (6) Each share of Series G preferred stock was converted into four shares of Class A common stock on October 31, 2011. (7) These shares were issued as partial consideration in connection with the merger of Goodrec, Inc. d/b/a Mobly with and into Groupon Mobly, Inc. (8) These shares were issued as consideration in connection with acquisition the of CityDeal Europe GmbH by Groupon Germany GbR. (9) Shares issued to CD-Rocket Holdings UG (haftungsbeschraenkt) & Co. Beteiligungs KG is owned by Rocket Internet GmbH, 83.34% of which is owned by European Founders Fund GmbH. European Founders Fund is owned by Oliver Samwer (33.33%), Marc Samwer (33.33%) and Alexander Samwer (33.33%). (10) These shares were issued as contingent consideration in connection with the merger of Goodrec, Inc. d/b/a Mobly with and into Groupon Mobly, Inc. (11) These shares were issued as partial consideration in connection with the merger of Ludic Labs, Inc. with and into Groupon Ludic, Inc. (12) These shares were issued as contingent consideration in connection with the acquisition of CityDeal Europe GmbH by Groupon Germany GbR. (13) These shares were issued as consideration in connection with the acquisition of Zappedy, Inc. by Groupon. (14) These shares were issued as partial consideration in connection with the acquisition of Pelago, Inc. (15) Shares issued to Rocket Asia GmbH & Co. KG is owned by Rocket Internet GmbH, 83.34% of which is owned by European Founders Fund GmbH. European Founders Fund is owned by Oliver Samwer (33.33%), Marc Samwer (33.33%) and Alexander Samwer (33.33%). (16) These shares were issued as consideration in connection with an increase in Groupon's interest in E-Commerce King Limited.
Since January 1, 2008, we have granted options to 664 of our employees or consultants to purchase an aggregate of 37,710,400 shares of our common stock, of which 11,084,412 have been exercised, 8,218,478 have expired and 18,407,510 remain either unvested or unexercised. The weighted average exercise price for the unvested and/or unexercised options is $1.11 per share. In addition, since January 1, 2008, we have granted 20,106,714 restricted stock units to 346 of our employees or consultants, 10,575,100 of which remain unvested. Each of the option and restricted stock unit grants were awarded under either the Company's 2011 Incentive Plan, 2010 Stock Plan or 2008 Stock Option Plan and, subject to the terms of those plans, vest and allow for exercise, as applicable, in accordance with the terms of each individual grant.
Other than the transactions listed immediately above, we have not issued and sold any unregistered securities in the three years preceding the filing of this registration statement.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
COMMAND=ADD_TABLEWIDTH,"100%"
User-specified TAGGED TABLE
| Exhibit Number | Description | |
|---|---|---|
| 1.1 | Form of Underwriting Agreement. | |
| 3.1 | + | Fifth Amended and Restated Certificate of Incorporation. |
| 3.2 | + | Sixth Amended and Restated Certificate of Incorporation. |
| 3.3 | + | By-Laws. |
| 3.4 | + | Amended and Restated By-Laws. |
| 4.1 | + | Specimen Class A common stock certificate of the Registrant. |
| 4.2 | + | Third Amended and Restated Investors Rights Agreement, dated as of December 10, 2010, between Groupon, Inc. and certain investors named therein. |
end of user-specified TAGGED TABLE
II-4
ZEQ.=4,SEQ=5,EFW="2206109",CP="GROUPON, INC.",DN="1",CHK=153839,FOLIO='II-4',FILE='DISK133:[11ZBI1.11ZBI79801]JA79801A.;108',USER='SLYUBOM',CD=';1-NOV-2011;15:07'
COMMAND=ADD_TABLEWIDTH,"100%"
User-specified TAGGED TABLE
| Exhibit Number | Description | |
|---|---|---|
| 5.1 | + | Opinion of Winston & Strawn LLP. |
| 10.1 | + | 2008 Stock Option Plan.** |
| 10.2 | + | Form of Notice of Grant of Stock Option under 2008 Stock Option Plan.** |
| 10.3 | + | 2010 Stock Plan.** |
| 10.4 | + | Form of Notice of Grant of Stock Option under 2010 Stock Plan.** |
| 10.5 | + | Form of Notice of Restricted Stock Unit Award under 2010 Stock Plan.** |
| 10.6 | + | Employment Agreement, dated as of November 1, 2009, by and between Groupon, Inc. and Andrew D. Mason.** |
| 10.7 | + | Amendment to Employment Agreement, dated as of December 15, 2010, by and between Groupon, Inc. and Andrew D. Mason.** |
| 10.8 | + | Amended and Restated Employment Agreement, dated as of April 29, 2011, by and between Groupon, Inc. and Jason Child.** |
| 10.9 | + | Employment Agreement, dated as of March 15, 2010, by and between Groupon, Inc. and Robert S. Solomon.** |
| 10.10 | + | Amendment to Employment Agreement, dated as of December 15, 2010, by and between Groupon, Inc. and Robert S. Solomon.** |
| 10.11 | + | Employment Agreement, dated as of November 30, 2010, by and between Groupon, Inc., Groupon Ludic, Inc. and Brian Totty.** |
| 10.12 | + | Consulting Contract, dated May 12, 2010, between CityDeal Europe GmbH and Oliver Samwer, as amended.** |
| 10.13 | + | Share Exchange and Transfer Agreement, dated as of May 15, 2010, by and among CD-Inv Holding UG, CD-Rocket Holding UG, CityDeal Management UG, CityDeal Europe GmbH, Groupon German GbR and Groupon, |
| Inc. | ||
| 10.14 | + | Earn-out Agreement, dated as of May 15, 2010, by and among CD-Inv Holding UG, CD-Rocket Holding UG, CityDeal Management UG, CityDeal Europe GmbH, Groupon German GbR and Groupon, Inc. |
| 10.15 | + | First Amendment to Earn-Out Agreement, dated as of September 14, 2010, by and among CD-Inv Holding UG, CD-Rocket Holding UG, CityDeal Management UG, CityDeal Europe GmbH, Groupon German GbR and Groupon, |
| Inc. | ||
| 10.16 | + | Second Amendment to Earn-Out Agreement, dated as of November 30, 2010, by and among CD-Inv Holding UG, CD-Rocket Holding UG, CityDeal Management UG, CityDeal Europe GmbH, Groupon German GbR and Groupon, |
| Inc. | ||
| 10.17 | + | Agreement of Lease, dated as of October 14, 2010, by and between 600 West Chicago Associates LLC and Groupon, Inc. |
| 10.18 | + | Sublease, dated as of June 2010, by and between Lightbank LLC and Groupon, Inc. |
| 10.19 | + | Office Sublease Agreement, dated as of June 23, 2009, by and between InnerWorkings, Inc. and The Point. |
| 10.20 | + | Agreement of Lease, dated as of December 7, 2010, by and between 600 West Chicago Associates LLC and Groupon, Inc. |
end of user-specified TAGGED TABLE
II-5
ZEQ.=5,SEQ=6,EFW="2206109",CP="GROUPON, INC.",DN="1",CHK=467580,FOLIO='II-5',FILE='DISK133:[11ZBI1.11ZBI79801]JA79801A.;108',USER='SLYUBOM',CD=';1-NOV-2011;15:07'
COMMAND=ADD_TABLEWIDTH,"100%"
User-specified TAGGED TABLE
| Exhibit Number | Description | |
|---|---|---|
| 10.21 | + | Agreement and Plan of Merger, dated as of May 6, 2010, by and among Groupon, Inc., Groupon Mobly, Inc., Goodrec, Inc. and the Stockholders' Representative named therein. |
| 10.22 | + | Agreement and Plan of Merger, dated as of November 30, 2010, by and among Groupon, Inc., Groupon Ludic, Inc., Ludic Labs, Inc. and the Stockholders' Representative named therein. |
| 10.23 | + | Separation Agreement and General Release, dated as of April 6, 2011, by and between Groupon, Inc. and Ken Pelletier.** |
| 10.24 | + | Transition Services and Separation Agreement and Mutual General Release, dated as of April 5, 2011, by and between Groupon, Inc. and Robert S. Solomon.** |
| 10.25 | + | Employment Agreement, dated as of April 15, 2011, by and between Groupon, Inc. and Mary Margaret H. Georgiadis.** |
| 10.26 | + | Letter Agreement, dated as of August 11, 2010, by and between Qpod.inc, IVP Fund A, L.P., IVP Fund B, L.P. and Groupon B.V. and Groupon, Inc. |
| 10.27 | + | Form of Indemnification Agreement** |
| 10.28 | + | 2011 Incentive Plan** |
| 10.29 | + | Amendment to Transition Services and Separation Agreement and Mutual General Release, dated as of July 25, 2011, by and between Groupon, Inc. and Robert S. Solomon.** |
| 10.30 | + | Consulting Contract, dated May 12, 2010, between CityDeal Europe GmbH and Marc Samwer, as amended.** |
| 10.31 | + | Confidential Separation Agreement and General Mutual Release, dated as of October 17, 2011, by and between Mary Margaret H. "Margo" Georgiadis and Groupon, Inc.** |
| 10.32 | + | Amendment No. 1 to Agreement and Plan of Merger, dated as of September 22, 2011, by and between Groupon, Inc. and Mihir Shah, as the stockholders' representative on behalf of the stockholders named |
| therein. | ||
| 21.1 | + | Subsidiaries of Groupon, Inc. |
| 23.1 | + | Consent of Ernst & Young LLP for Groupon, Inc. |
| 23.2 | + | Consent of Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft. |
| 23.3 | + | Consent of Ernst & Young ShinNihon LLC. |
| 23.4 | + | Consent of Ernst & Young LLP for Ludic Labs, Inc. and Goodrec, Inc. |
| 23.5 | + | Consent of Winston & Strawn LLP (included in Exhibit 5.1). |
| 24.1 | + | Power of Attorney. |
end of user-specified TAGGED TABLE
COMMAND=ADD_LINERULETXT,NOSHADE COLOR="#000000" SIZE="1.0PT" WIDTH="10%" ALIGN="LEFT" ** Management contract or compensatory plan or arrangement. + Previously filed.
II-6
ZEQ.=6,SEQ=7,EFW="2206109",CP="GROUPON, INC.",DN="1",CHK=650129,FOLIO='II-6',FILE='DISK133:[11ZBI1.11ZBI79801]JA79801A.;108',USER='SLYUBOM',CD=';1-NOV-2011;15:07'
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders of Groupon, Inc.
We have audited the consolidated financial statements of Groupon, Inc. as of December 31, 2009 and 2010, and for each of the three years in the period ended December 31, 2010, and have issued our report thereon dated June 2, 2011 (included elsewhere in this Registration Statement). Our audits also included the financial statement schedule listed in Item 16(b) of Form S-1 of this Registration Statement. This schedule is the responsibility of the Company's management. Our responsibility is to express an opinion based on our audits.
In our opinion, the financial statement schedule referred to above, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.
/s/ Ernst & Young LLP Chicago, Illinois June 2, 2011
Schedule IIValuation and Qualifying Accounts
COMMAND=ADD_TABLEWIDTH,"100%"
User-specified TAGGED TABLE
| Balance at Beginning of Year | Charged to Expense | Acquisitions and Other | Balance at End of Year | |
|---|---|---|---|---|
| (in thousands) | ||||
| TAX VALUATION ALLOWANCE: | ||||
| Year ended December 31, 2008 | $ | $ 644 | $ 252 | $ 896 |
| Year ended December 31, 2009 | 896 | 682 | | 1,528 |
| Year ended December 31, 2010 | 1,528 | 50,474 | 3,954 | 55,956 |
end of user-specified TAGGED TABLE
All other schedules have been omitted because they are either inapplicable or the required information has been given in the consolidated financial statements or the notes thereto.
II-7
ZEQ.=7,SEQ=8,EFW="2206109",CP="GROUPON, INC.",DN="1",CHK=899307,FOLIO='II-7',FILE='DISK133:[11ZBI1.11ZBI79801]JA79801A.;108',USER='SLYUBOM',CD=';1-NOV-2011;15:07'
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act of 1933, each post effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
II-8
ZEQ.=8,SEQ=9,EFW="2206109",CP="GROUPON, INC.",DN="1",CHK=717864,FOLIO='II-8',FILE='DISK133:[11ZBI1.11ZBI79801]JA79801A.;108',USER='SLYUBOM',CD=';1-NOV-2011;15:07' THIS IS THE END OF A COMPOSITION COMPONENT
COMMAND=ADD_BASECOLOR,"Black" COMMAND=ADD_DEFAULTFONT,"font-family:times;" COMMAND=ADD_TABLESHADECOLOR,"#CCEEFF" COMMAND=ADD_STABLERULES,"border-bottom:solid #000000 1.0pt;" COMMAND=ADD_DTABLERULES,"border-bottom:double #000000 2.25pt;" COMMAND=ADD_SCRTABLERULES,"border-bottom:solid #000000 1.0pt;margin-bottom:0pt;" COMMAND=ADD_DCRTABLERULES,"border-bottom:double #000000 2.25pt;margin-bottom:0pt;" PARA=JUSTIFY
TOC_END
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 Chicago, Illinois, on the 2nd day of November, 2011.
COMMAND=ADD_TABLEWIDTH,"100%"
User-specified TAGGED TABLE
| /s/ ANDREW D. MASON | |
|---|---|
| Name: | Andrew D. Mason |
| Title: | Chief Executive Officer |
end of user-specified TAGGED TABLE
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
COMMAND=ADD_TABLEWIDTH,"100%"
User-specified TAGGED TABLE
| Signature | Title | Date |
|---|---|---|
| /s/ ANDREW D. MASON Andrew D. Mason | President, Chief Executive Officer and Director (Principal Executive Officer) | November 2, 2011 |
| * Jason E. Child | Chief Financial Officer (Principal Financial Officer) | November 2, 2011 |
| * Joseph M. Del Preto | Chief Accounting Officer (Principal Accounting Officer) | November 2, 2011 |
| * Peter J. Barris | Director | November 2, 2011 |
| * Kevin J. Efrusy | Director | November 2, 2011 |
| * Mellody Hobson | Director | November 2, 2011 |
| * Bradley A. Keywell | Director | November 2, 2011 |
end of user-specified TAGGED TABLE
II-9
ZEQ.=1,SEQ=10,EFW="2206109",CP="GROUPON, INC.",DN="1",CHK=29956,FOLIO='II-9',FILE='DISK133:[11ZBI1.11ZBI79801]JC79801A.;42',USER='SLYUBOM',CD=';1-NOV-2011;15:31'
COMMAND=ADD_TABLEWIDTH,"100%"
User-specified TAGGED TABLE
| Signature | Title | Date |
|---|---|---|
| * Eric P. Lefkofsky | Director | November 2, 2011 |
| * Theodore J. Leonsis | Director | November 2, 2011 |
| * Howard Schultz | Director | November 2, 2011 |
end of user-specified TAGGED TABLE
COMMAND=ADD_TABLEWIDTH,"120%"
User-specified TAGGED TABLE
*By: /s/ ANDREW D. MASON Andrew D. Mason, as attorney-in-fact
end of user-specified TAGGED TABLE
II-10
ZEQ.=2,SEQ=11,EFW="2206109",CP="GROUPON, INC.",DN="1",CHK=1013846,FOLIO='II-10',FILE='DISK133:[11ZBI1.11ZBI79801]JC79801A.;42',USER='SLYUBOM',CD=';1-NOV-2011;15:31' THIS IS THE END OF A COMPOSITION COMPONENT
COMMAND=ADD_BASECOLOR,"Black" COMMAND=ADD_DEFAULTFONT,"font-family:times;" COMMAND=ADD_TABLESHADECOLOR,"#CCEEFF" COMMAND=ADD_STABLERULES,"border-bottom:solid #000000 1.0pt;" COMMAND=ADD_DTABLERULES,"border-bottom:double #000000 2.25pt;" COMMAND=ADD_SCRTABLERULES,"border-bottom:solid #000000 1.0pt;margin-bottom:0pt;" COMMAND=ADD_DCRTABLERULES,"border-bottom:double #000000 2.25pt;margin-bottom:0pt;" PARA=JUSTIFY
TOC_END
EXHIBIT INDEX
COMMAND=ADD_TABLEWIDTH,"100%"
User-specified TAGGED TABLE
| Exhibit Number | Description | |
|---|---|---|
| 1.1 | Form of Underwriting Agreement. | |
| 3.1 | + | Fifth Amended and Restated Certificate of Incorporation. |
| 3.2 | + | Sixth Amended and Restated Certificate of Incorporation. |
| 3.3 | + | By-Laws, as currently in effect. |
| 3.4 | + | Amended and Restated By-Laws. |
| 4.1 | + | Specimen Class A common stock certificate of the Registrant. |
| 4.2 | + | Third Amended and Restated Investors Rights Agreement, dated as of December 10, 2010, between Groupon, Inc. and certain investors named therein. |
| 5.1 | + | Opinion of Winston & Strawn LLP. |
| 10.1 | + | 2008 Stock Option Plan.** |
| 10.2 | + | Form of Notice of Grant of Stock Option under 2008 Stock Option Plan.** |
| 10.3 | + | 2010 Stock Plan.** |
| 10.4 | + | Form of Notice of Grant of Stock Option under 2010 Stock Plan.** |
| 10.5 | + | Form of Notice of Restricted Stock Unit Award under 2010 Stock Plan.** |
| 10.6 | + | Employment Agreement, dated as of November 1, 2009, by and between Groupon, Inc. and Andrew D. Mason.** |
| 10.7 | + | Amendment to Employment Agreement, dated as of December 15, 2010, by and between Groupon, Inc. and Andrew D. Mason.** |
| 10.8 | + | Amended and Restated Employment Agreement, dated as of April 29, 2011, by and between Groupon, Inc. and Jason Child.** |
| 10.9 | + | Employment Agreement, dated as of March 15, 2010, by and between Groupon, Inc. and Robert S. Solomon.** |
| 10.10 | + | Amendment to Employment Agreement, dated as of December 15, 2010, by and between Groupon, Inc. and Robert S. Solomon.** |
| 10.11 | + | Employment Agreement, dated as of November 30, 2010, by and between Groupon, Inc., Groupon Ludic, Inc. and Brian Totty.** |
| 10.12 | + | Consulting Contract, dated May 12, 2010, between CityDeal Europe GmbH and Oliver Samwer, as amended.** |
| 10.13 | + | Share Exchange and Transfer Agreement, dated as of May 15, 2010, by and among CD-Inv Holding UG, CD-Rocket Holding UG, CityDeal Management UG, CityDeal Europe GmbH, Groupon Germany GbR and Groupon, |
| Inc. | ||
| 10.14 | + | Earn-out Agreement, dated as of May 15, 2010, by and among CD-Inv Holding UG, CD-Rocket Holding UG, CityDeal Management UG, CityDeal Europe GmbH, Groupon Germany GbR and Groupon, Inc. |
end of user-specified TAGGED TABLE
II-11
ZEQ.=1,SEQ=12,EFW="2206109",CP="GROUPON, INC.",DN="1",CHK=613961,FOLIO='II-11',FILE='DISK133:[11ZBI1.11ZBI79801]KA79801A.;67',USER='EYOUNG',CD=';2-NOV-2011;11:29'
COMMAND=ADD_TABLEWIDTH,"100%"
User-specified TAGGED TABLE
| Exhibit Number | Description | |
|---|---|---|
| 10.15 | + | First Amendment to Earn-Out Agreement, dated as of September 14, 2010, by and among CD-Inv Holding UG, CD-Rocket Holding UG, CityDeal Management UG, CityDeal Europe GmbH, Groupon Germany GbR and Groupon, |
| Inc. | ||
| 10.16 | + | Second Amendment to Earn-Out Agreement, dated as of November 30, 2010, by and among CD-Inv Holding UG, CD-Rocket Holding UG, CityDeal Management UG, CityDeal Europe GmbH, Groupon Germany GbR and |
| Groupon, Inc. | ||
| 10.17 | + | Agreement of Lease, dated as of October 14, 2010, by and between 600 West Chicago Associates LLC and Groupon, Inc. |
| 10.18 | + | Sublease, dated as of June 2010, by and between Lightbank LLC and Groupon, Inc. |
| 10.19 | + | Office Sublease Agreement, dated as of June 23, 2009, by and between InnerWorkings, Inc. and The Point. |
| 10.20 | + | Agreement of Lease, dated as of December 7, 2010, by and between 600 West Chicago Associates LLC and Groupon, Inc. |
| 10.21 | + | Agreement and Plan of Merger, dated as of May 6, 2010, by and among Groupon, Inc., Groupon Mobly, Inc., Goodrec, Inc. and the Stockholders' Representative named therein. |
| 10.22 | + | Agreement and Plan of Merger, dated as of November 30, 2010, by and among Groupon, Inc., Groupon Ludic, Inc., Ludic Labs, Inc. and the Stockholders' Representative named therein. |
| 10.23 | + | Separation Agreement and General Release, dated as of April 6, 2011, by and between Groupon, Inc. and Ken Pelletier.** |
| 10.24 | + | Transition Services and Separation Agreement and Mutual General Release, dated as of April 5, 2011, by and between Groupon, Inc. and Robert S. Solomon.** |
| 10.25 | + | Employment Agreement, dated as of April 15, 2011, by and between Groupon, Inc. and Mary Margaret H. Georgiadis.** |
| 10.26 | + | Letter Agreement, dated as of August 11, 2010, by and between Qpod.inc, IVP Fund A, L.P., IVP Fund B, L.P. and Groupon B.V. and Groupon, Inc. |
| 10.27 | + | Form of Indemnification Agreement.** |
| 10.28 | + | 2011 Incentive Plan.** |
| 10.29 | + | Amendment to Transition Services Agreement and Mutual General Release, dated as of July 25, 2011, by and between Groupon, Inc. and Robert S. Solomon.** |
| 10.30 | + | Consulting Contract, dated May 12, 2010, between CityDeal Europe GmbH and Marc Samwer, as amended.** |
| 10.31 | + | Confidential Separation Agreement and General Mutual Release, dated as of October 17, 2011, by and between Mary Margaret H. "Margo" Georgiadis and Groupon, Inc.** |
| 10.32 | + | Amendment No. 1 to Agreement and Plan of Merger, dated as of September 22, 2011, by and between Groupon, Inc. and Mihir Shah, as the stockholders' representative on behalf of the stockholders named |
| therein. | ||
| 21.1 | + | Subsidiaries of Groupon, Inc. |
| 23.1 | + | Consent of Ernst & Young LLP for Groupon, Inc. |
| 23.2 | + | Consent of Ernst & Young GmbH Wirtschaftsprüfungsgesellscaft. |
| 23.3 | + | Consent of Ernst & Young ShinNihon LLC. |
| 23.4 | + | Consent of Ernst & Young LLP for Ludic Labs, Inc. and Goodrec, Inc. |
| 23.5 | + | Consent of Winston & Strawn LLP (included in Exhibit 5.1). |
| 24.1 + | Power of Attorney. |
end of user-specified TAGGED TABLE
COMMAND=ADD_LINERULETXT,NOSHADE COLOR="#000000" SIZE="1.0PT" WIDTH="10%" ALIGN="LEFT" ** Management contract or compensatory plan or arrangement. + Previously Filed.
II-12
ZEQ.=2,SEQ=13,EFW="2206109",CP="GROUPON, INC.",DN="1",CHK=483610,FOLIO='II-12',FILE='DISK133:[11ZBI1.11ZBI79801]KA79801A.;67',USER='EYOUNG',CD=';2-NOV-2011;11:29' THIS IS THE END OF A COMPOSITION COMPONENT
QuickLinks
TOC_BEGIN EXPLANATORY NOTE PART II INFORMATION NOT REQUIRED IN PROSPECTUS
Report of Independent Registered Public Accounting Firm Schedule IIValuation and Qualifying Accounts
TOC_BEGIN SIGNATURES TOC_BEGIN EXHIBIT INDEX SEQ=,FILE='QUICKLINK',USER=MRATH,SEQ=,EFW="2206109",CP="GROUPON, INC.",DN="1" TOCEXISTFLAG