TimesLines, Inc v. Facebook, Inc.

Filing 165

RESPONSE by Plaintiff TimesLines, Inc to motion in limine 148 (Attachments: # 1 Exhibit A)(Albritton, Douglas)

Registration Statement on Form S-1

Page 1 of 198

S-1 1 d287954ds1.htm REGISTRATION STATEMENT ON FORM S-1
Table of Contents
As filed with the Securities and Exchange Commission on February 1, 2012
Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form S-1
REGISTRATION STATEMENT
Under
The Securities Act of 1933

Facebook, Inc.

(Exact name of Registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)

7370
(Primary Standard Industrial
Classification Code Number)

20-1665019
(IRS Employer
Identification No.)

Facebook, Inc.
1601 Willow Road
Menlo Park, California 94025
[phone]
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

David A. Ebersman
Chief Financial Officer
Facebook, Inc.
1601 Willow Road
Menlo Park, California 94025
[phone]
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Please send copies of all communications to:
Gordon K. Davidson, Esq.
Jeffrey R. Vetter, Esq.
James D. Evans, Esq.
Fenwick & West LLP
801 California Street
Mountain View, California 94041
[phone]

Theodore W. Ullyot, Esq.
David W. Kling, Esq.
Michael L. Johnson, Esq.
Facebook, Inc.
1601 Willow Road
Menlo Park, California 94025
[phone]

William H. Hinman, Jr., Esq.
Daniel N. Webb, Esq.
Simpson Thacher & Bartlett LLP
2550 Hanover Street
Palo Alto, California 94304
[phone]

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.
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:
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) 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 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 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.
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 the
definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer

Accelerated filer

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Registration Statement on Form S-1

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Table of Contents
By focusing on our mission and building great services, we believe we will create the most value for our shareholders and
partners over the long term — and this in turn will enable us to keep attracting the best people and building more great services.
We don’t wake up in the morning with the primary goal of making money, but we understand that the best way to achieve our
mission is to build a strong and valuable company.
This is how we think about our IPO as well. We’re going public for our employees and our investors. We made a commitment
to them when we gave them equity that we’d work hard to make it worth a lot and make it liquid, and this IPO is fulfilling our
commitment. As we become a public company, we’re making a similar commitment to our new investors and we will work just
as hard to fulfill it.

The Hacker Way
As part of building a strong company, we work hard at making Facebook the best place for great people to have a big impact on
the world and learn from other great people. We have cultivated a unique culture and management approach that we call the
Hacker Way.
The word “hacker” has an unfairly negative connotation from being portrayed in the media as people who break into computers.
In reality, hacking just means building something quickly or testing the boundaries of what can be done. Like most things, it can
be used for good or bad, but the vast majority of hackers I’ve met tend to be idealistic people who want to have a positive
impact on the world.
The Hacker Way is an approach to building that involves continuous improvement and iteration. Hackers believe that
something can always be better, and that nothing is ever complete. They just have to go fix it — often in the face of people who
say it’s impossible or are content with the status quo.
Hackers try to build the best services over the long term by quickly releasing and learning from smaller iterations rather than
trying to get everything right all at once. To support this, we have built a testing framework that at any given time can try out
thousands of versions of Facebook. We have the words “Done is better than perfect” painted on our walls to remind ourselves to
always keep shipping.
Hacking is also an inherently hands-on and active discipline. Instead of debating for days whether a new idea is possible or
what the best way to build something is, hackers would rather just prototype something and see what works. There’s a hacker
mantra that you’ll hear a lot around Facebook offices: “Code wins arguments.”
Hacker culture is also extremely open and meritocratic. Hackers believe that the best idea and implementation should always
win — not the person who is best at lobbying for an idea or the person who manages the most people.
To encourage this approach, every few months we have a hackathon, where everyone builds prototypes for new ideas they have.
At the end, the whole team gets together and looks at everything that has been built. Many of our most successful products
came out of hackathons, including Timeline, chat, video, our mobile development framework and some of our most important
infrastructure like the HipHop compiler.
To make sure all our engineers share this approach, we require all new engineers — even managers whose primary job will not
be to write code — to go through a program called Bootcamp where they learn our codebase, our tools and our approach. There
are a lot of folks in the industry who manage engineers and don’t want to code themselves, but the type of hands-on people
we’re looking for are willing and able to go through Bootcamp.
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