Zynga amends IPO filing again, opts for Nasdaq

Zynga's latest IPO filing reveals just who has the power in the social game company.
Written by Rachel King, Contributor

Zynga has amended its initial public offering for the fourth time on Thursday. The big change is that the San Francisco-based social game developer has opted to list its Class A common stock with the Nasdaq exchange, using the symbol “ZNGA.”

The Wall Street Journal highlighted something else more intriguing buried in that 200+ page document filed with the U.S. Securities and Exchange Commission.

Founder and CEO Mark Pincus is holding onto the power of his company with a strong grip. Specifically, Pincus will be entitled to the following:

  • 38.5 percent of the company’s voting power
  • 70 votes per stock
  • 100 percent of its powerful Class C shares

Here's an excerpt from the S-1 form partially explaining more about Pincus' rights:

As a result, these holders, along with Mr. Pincus, will have significant influence over the management and affairs of the company and over matters requiring stockholder approval, including the election of directors and significant corporate transactions, such as a merger or other sale of our company or its assets, for the foreseeable future. This concentrated voting control will limit your ability to influence corporate matters and could adversely affect the market price of our Class A common stock. Future sales by holders of Class B common stock or Class C common stock will result in those shares converting to Class A common stock, which will have the effect, over time, of increasing the relative voting power of those stockholders who retain their existing shares of Class B or Class C common stock. In addition, as shares of Class B common stock are sold and converted to Class A common stock, the sole holder of Class C common stock, Mr. Pincus, will have greater relative voting control to the extent he retains his existing shares of Class C common stock. Mr. Pincus is entitled to vote his shares in his own interests and may do so.

On July 1, Zynga filed its IPO with the intent to raise $1 billion in funding. However, by late August, it was reported that Zynga was holding off amid a turbulent stock market. That's not such a bad idea after looking at other major startups that have filed ambitious IPO filings this year and have only gone downhill since then. (See: Groupon.)


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