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Sensata Technologies Holding N.V.'s SEC Filings

S-1/A
SENSATA TECHNOLOGIES HOLDING PLC filed this Form S-1/A on 03/09/2010
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Table of Contents

 

Each $1.00 increase or decrease in the assumed initial public offering price of $19.00 per share, the midpoint of the price range set forth on the cover of the prospectus, would increase or decrease the total consideration paid by new investors by $26.3 million, and increase or decrease the percent of total consideration paid by new investors by 1.1 percentage points, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same.

 

The total number of shares outstanding presented in the table above is based on:

 

   

144,108,686 ordinary shares outstanding as of December 31, 2009, which include 52,118 ordinary shares that are subject to forfeiture until such shares are vested and are not considered outstanding for accounting purposes;

 

   

380,900 ordinary shares, not included in the ordinary shares outstanding as of December 31, 2009, which are subject to forfeiture until such shares are vested and are not considered outstanding for accounting purposes;

 

   

26,315,789 shares offered by us in connection with this offering; and

 

   

354,002 ordinary shares to be issued upon the exercise of outstanding stock options by the selling shareholders in connection with this offering at a weighted-average exercise price of $7.10 per share;

 

and excludes

 

   

12,571,146 ordinary shares issuable upon the exercise of outstanding stock options at a weighted-average exercise price of $8.06 per share; and

 

   

up to 5,657,088 ordinary shares reserved for future issuance under our equity incentive plans and employee stock purchase plan following this offering.

 

The sale of 5,284,211 ordinary shares to be sold by the selling shareholders in this offering will reduce the number of ordinary shares held by existing shareholders to 139,559,377, or 81.5% of the total ordinary shares outstanding after this offering, and will increase the number of ordinary shares held by new investors participating in this offering to 31,600,000 ordinary shares, or 18.5% of the total ordinary shares outstanding after the offering. In addition, if the underwriters exercise their option to purchase additional shares in full, the number of ordinary shares beneficially owned by existing shareholders will be further decreased to 135,172,842, or 78.8% of the total number of ordinary shares outstanding after this offering, and the number of ordinary shares held by new investors will be further increased to 36,340,000 ordinary shares, or 21.2% of the total number of ordinary shares outstanding after this offering. The number of ordinary shares outstanding immediately after the full exercise of the underwriters’ over-allotment option includes 353,465 ordinary shares to be issued upon the exercise of outstanding stock options by the selling shareholders in connection with this offering.

 

The table and calculations above exclude ordinary shares reserved for future issuance under our equity incentive plans and employee stock purchase plan. To the extent options are exercised and awards are granted under these plans following this offering, there may be dilution to our shareholders. We may also choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our shareholders.

 

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