As filed with the Securities and Exchange Commission on March 27, 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
VMWARE, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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94-3292913
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(State or other jurisdiction
of incorporation or organization)
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(I.R.S. Employer
Identification No.)
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VMware, Inc.
3401 Hillview Avenue
Palo Alto, CA 94304
(650) 427-5000
(Address, including zip code and telephone number, including area code, of registrants principal executive offices)
Craig Norris
Vice
President, Deputy General Counsel
and Assistant Secretary
VMware, Inc.
3401
Hillview Avenue
Palo Alto, CA 94304
(650) 427-5000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Andrew
L. Fabens, Esq.
Gibson, Dunn & Crutcher, LLP
200 Park Avenue
New
York, NY 10166
(212) 351-4000
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 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.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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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
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Title of Each Class of
Securities to be Registered
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Amount to be Registered/
Proposed Maximum Offering Price Per Security or Unit/
Proposed Maximum Aggregate Offering Price/
Amount of Registration Fee(1)
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Debt Securities
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Class A Common Stock
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Preferred Stock
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Warrants
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Depositary Shares
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Purchase Contracts
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Guarantees
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Units(2)
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(1)
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An indeterminate aggregate initial offering price or number of the securities of each identified class is being
registered as may, from time to time, be offered and sold at indeterminate prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities. In accordance with Rules
456(b) and 457(r), the registrant is deferring payment of all of the registration fee.
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(2)
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Any securities registered hereunder may be sold separately or as units with other securities registered
hereunder.
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