900 South Capital of Texas Highway
Las Cimas IV, Fifth Floor
Austin, Texas 78746-5546
PHONE 512.383.5400
FAX 512..338-5499
www.wsgr.com
|
|
900 South Capital of Texas Highway Las Cimas IV, Fifth Floor Austin, Texas 78746-5546
PHONE 512.383.5400 FAX 512..338-5499
www.wsgr.com |
October 7, 2011
VIA EDGAR AND OVERNIGHT DELIVERY
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Mail Stop 3010
| Attention: | Michael McTiernan Wilson Lee Adam F. Turk Jonathan Wiggins |
| Re: | Bazaarvoice, Inc. |
| Amendment No. 1 to Registration Statement on Form S-1 |
| Filed September 23, 2011 |
| File No. 333-176506 |
Ladies and Gentlemen:
We are submitting this letter on behalf of Bazaarvoice, Inc. (the “Company”) in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter dated September 30, 2011 (the “Staff Letter”) relating to Amendment No. 1 to the Company’s Registration Statement on Form S-1 (File No. 333-176506) (the “Registration Statement”) filed with the Commission on September 23, 2011.
The Company is concurrently filing Amendment No. 2 to the Registration Statement (“Amendment No. 2”), marked in accordance with Rule 310 of Regulation S-T. For the convenience of the Staff, we are providing by overnight delivery to the Staff a copy of this letter and four marked copies of Amendment No. 2 (against Amendment No. 1).
In this letter, we have recited the comments from the Staff Letter in italicized, bold type and followed each comment with the Company’s response. Except as otherwise specifically indicated, page references in the Company’s responses correspond to the page of Amendment No. 2.
AUSTIN GEORGETOWN, DE HONG KONG NEW YORK PALO ALTO SAN DIEGO SAN FRANCISCO SEATTLE SHANGHAI WASHINGTON, DC
Securities and Exchange Commission
Re: Bazaarvoice, Inc.
October 7, 2011
Page 2
Quantitative and Qualitative Disclosures about Market Risk, page 72
| 1. | We note your response to comment 13 in our letter dated September 19, 2011. Please expand to provide one of the three disclosure alternatives in Item 305(a)(1) of Regulation S-K with respect to your foreign currency risk or advise why not applicable. |
The Company has revised its disclosure on page 72 to provide additional information quantifying its foreign currency exchange rate risk in accordance with item 305(a)(1) of Regulation S-K.
Executive Compensation
Annual Performance-Based Cash Compensation, page 100
| 2. | We note your response to comment 17 in our letter dated September 19, 2011. Please note that while Instruction 4 to Item 402(b) of Regulation S-K allows non-disclosure of confidential target levels of compensation, you must still describe how compensation is calculated pursuant to Item 402(b)(1)(v). Please revise your disclosure to provide an overview, as you did in your response, of how annual service fee retention is calculated. Provide similar disclosure for net bookings. |
The Company has revised the disclosure on pages 101-102 of the prospectus to disclose how annual service fee retention and net bookings are calculated to describe how compensation is calculated pursuant to Item 402(b)(1)(v) of Regulation S-K.
******
Securities and Exchange Commission
Re: Bazaarvoice, Inc.
October 7, 2011
Page 3
Please direct your questions or comments regarding this letter or Amendment No. 2 to the undersigned by telephone to 512.338.5401 or by facsimile to 512.338.5499. Thank you for your assistance.
| Respectfully submitted, |
| WILSON SONISINI GOODRICH & ROSATI, |
| Professional Corporation |
| /s/ Paul R. Tobias |
| Paul R. Tobias |
| cc: | Brett A. Hurt, Bazaarvoice, Inc. |
| Bryan C. Barksdale, Bazaarvoice, Inc. |
| Kenneth R. McVay, Gunderson Dettmer Stough |
| Villeneuve Franklin & Hachigian, LLP |