SecProbe.io

July 24, 2013
Via E -Mail
Peter Gassner
President, Chief Executive Officer and Director
Veeva Systems , Inc.
4637 Chabot Drive, Suite 210
Pleasanton, California 94588

Re: Veeva Systems, Inc.
Confidential Draft Registration Statement on Form S -1
Submitted on June 27, 2013
Confidential Draft Registration Statement No. 2 on Form S -1
Submitted on July 15, 2013
  CIK 01393052

Dear Mr. Gassner:

We have reviewed your confidential draft registration statement s and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.  Please note that comments related to your request for
confidential treat ment for certain exhibits will be conveyed separately.

Please respond to this letter by providing the requested information and either submitting
an amended confidential draft registration statement or publicly filing your registration statement
on EDGAR.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these comments and your
amended con fidential draft registration statement or filed registration statement, we may have
additional comments.

General

1.  In April 2013, a Reuter news article reported that “according to two people familiar with
the matter” you had selected Morgan Stanley and Deutsche Bank AG to lead your
planned public offering.  Provide your analysis as to how this report comports with
Section 5 of the Securities Act and outline the steps you have taken and will continue to
take to keep matters relating to any submission abou t your offering confidential.

2. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your
behalf, present to potential investors in reliance on Section 5(d) of the Securitie s Act,
whether or not they retain copies of the communications.  Similarly, please

Peter Gassner
Veeva Systems, Inc.
July 24, 2013
Page 2

 supplementally provide us with any research reports about you that are published or
distributed in reliance upon Section 2(a)(3) of the Securities Act added by Section 105(a )
of the Jumpstart Our Business Startups Act by any broker or dealer that is participating or
will participate in your offering.

3.  Please provide us with the relevant portions of the industry research reports you cite  in
the prospectus .  To expedite our review, please clear ly mark each source to highlight the
applicable portion or section containing the statistic, and cross -reference it to the
appropriate location in your prospectus.  Also, please tell us whether any of the reports
were prepared for you.

Prospectus Summar y, page 1

4.  You employ terms such as “multi -tenant architecture,” and “Vertical Specific Software.”
Please revise this section to minimize the use of any highly -technical business terms or
industry jargon.  Please refer to Rule 421(d) of Regulation C.

5.   Please revise the disclosure in this section and throughout the prospectus to ensure that
any qualitative claims regarding your market opportunities, industry growth projections
and the success of your solutions are reasonably substantiated.   For example,  please
provide factual support for the following claims:

 “Veeva is a leading global provider of industry -specific…software solutions…,” on
page 1;
 “Our customer relationship management solutions enable our customers to increase
the productivity and comp liance of their sales and marketing functions…,” on page 1;
 “Our solutions utilize multi -tenant architectures, allowing us to rapidly deliver new
functionality to all customers simultaneously…” on page 1;
 “Life sciences companies have significantly increa sed their international
operations…,” on page 2;
 “Life sciences have faced increasing financial pressures in recent years…,” on page
2; and
 “Our customers can realize significant cost savings and improved regulatory
compliance…,” on page 5.

6.  You state th at you currently serve approximately 150 life sciences customers. Please
revise your disclosure to explain how you define current customers.  Further, in order to
provide some context and comparability to this disclosure, please disclose similar
informatio n for prior periods.

7.  We note your disclosure that you currently serve 29 of the 50 largest global
pharmaceutical companies.  Please tell us what parameters you utilized to determine the
largest global pharmaceutical companies.  Also, revise your disclosu re to specify the
criteria you used to select the customers you identify in this section.  For example,

Peter Gassner
Veeva Systems, Inc.
July 24, 2013
Page 3

 disclose whether they are current customers, the amount they spent on your solutions
during recent financial periods and the ir overall  significance to y our business.

8.  We note the risk factor on page 31 indicating that your directors, executive officers and
principal stockholders will continue to have substantial control over the company after
the offering.  Please disclose this information in the summary.

Industry Ba ckground, page 2

9.  We note the disclosures here and on page 4 regarding  the overall size of the life sciences
industry and the amount that the industry spent on technology in 2012.  Please clarify in
these sections the size of the market for your software products.

Risk Factors

“We depend on data centers operated by third parties…,” page 19

10.  It appears that you do n ot plan to file as exhibit s all of the agreements with the third
parties that host your network operating centers.  Please explain to us how you
determined that you did not need to file such agreements as exhibits pursuant to Item
601(b)(10) of Regulation S -K.  Alternatively, file the agreements as exhibits and revise
the Business section to discuss the material terms of the agreements, including the
duration.

“Adverse economic conditions coul d adversely impact our business, ” page 25

11.  This subcaption appears to present a risk that  could apply to any issuer or any offering.
Please include a more tailored discussion of the specific risks to the company.  See Item
503(c) of Regulation S -K.

“Our directors, executive officers and principal stockholders…,” page 31

12. The disclosure in th is risk factor is very similar to the disclosure provided in the risk
factor on page 30 with the subheading that begins with “The dual class structure of our
common stock…”  Please consider combining these two risk factors.

Industry and Market Data, p age 37

13.  We note the statements in this section that "[i]ndustry publications, studies and surveys
generally state that they have been obtained from sources believed to be reliable,
although they do not guarantee the accuracy or completeness of such inform ation"  and
that while you believe such studies and publications to be reliable you "have not
independently verified market and industry data from third -party sources."  We also note
your statement that "[w]hile we believe our internal company research is r eliable and the
definitions of our market and industry are appropriate, neither such research nor these

Peter Gassner
Veeva Systems, Inc.
July 24, 2013
Page 4

 definitions have been verified by any independent source."   Please delete this language to
avoid the implication that you are not responsible for the ac curacy of the information you
elect to include in the prospectus.

14.  Please explain your statement that the Garner report "represents data” but “is not a
representation of fact.”

Management’s Discussion and Analysis of Financial Condition …, page 45

General

15.  We note your disclosure on page 47  and elsewhere in your document  that, to date, you
have generated a substantial majority of your total revenues from your Veeva CRM
solution.  Please revise your disclosures to quantify the portion of your total  revenues
from Veeva CRM during the periods presented.  Please also tell us what consideration
you gave to providing the number of Veeva CRM customers.

16. Please consider expanding your overview to provide insight into material opportunities,
challenges and risks, such as those presented by known material trends and uncertainties,
on which the company's executives are most focused for both the short and long term and
the actions that you are taking to address these opportunities, challenges and risks.  Refer
to Section III.A of SEC Release 33 -8350.  For example, please tell us what consideration
you gave to discussing in your overview the risk that your new solutions, such as Veeva
Vault, Approved Email and Veeva Network, may not achieve market acceptance or t he
challenges you face in expanding your international operations and worldwide customer
base.

Key Factors Affecting Our Performance, page 46

17. We note your use of annualized amounts in evaluating your Subscription Services
Revenues Renewal Rates.  The r ate computed is used as a period to period measure of
renewals and expansions of your existing subscription agreements.  Tell us how you
analyze or evaluate price changes, additional service offerings or other factors that impact
your annualized revenue co mputation fluctuations over the periods since the fluctuations
are impacted among combined measures of customer retention and price and volume of
business.

Results of Operations , page 50
18. We note your disclosure on page 51 that 35% of your total revenues f or the fiscal year
ended January 31, 2013 were generated outside of North America.   Further, we note in
the table on page F -19 that 6% of your income before income taxes was generated
outside of the United States.   Please explain to us why your foreign rev enues and income
before income taxes are not relatively proportionate.

Peter Gassner
Veeva Systems, Inc.
July 24, 2013
Page 5

19.  Certain of your disclosures identify two or more sources of a material change, but the
dollar amounts and proportionate contribution for each source are not disclosed.  Please
revise throughout insofar as possible to provide quantitative disclosures for each driving
factor.   For example, on page 56, you state that the increase in cost of subscription
services was primarily due to an increase of users to your services and, to a l esser extent,
increases in employee compensation costs.

Revenues

Fiscal 2013 compared to Fiscal 2012, page 55

20. We note your subscription services revenues increased 125% in 2013 compared to 2012
and your professional services and other revenues increased  96% over this same
period.   Your disclosures indicate these increases are primarily due to sales to new
customers and additional orders and renewals placed by existing customers.   It is unclear
the extent to which growth in revenues is derived from existi ng versus new customers.   In
this regard, we note you disclose subscription services revenues renewal rate on page
47.  Please tell us your consideration of quantifying the increase in revenues between
growth with new customers and existing customers.   Refer to Item 303(a)(3)(iii) of
Regulation S -K and Section III.D of SEC Release No. 33 -6835.   Similar concerns apply
to your interim disclosures on page 52 and Fiscal 2012 compared to Fiscal 2011
disclosures on page 55.

Liquidity and Capital Resources, pag e 61

21. To the extent that you have material cash balances outside of the United States, please tell
us your consideration of disclosing the amount of cash and cash equivalents that are
currently held outside of the United States and the impact of repatriati ng the undistributed
earnings of foreign subsidiaries.  In this regard, we note that this disclosure would
illustrate that some cash is not presently available to fund domestic operations and
obligations without paying taxes upon their repatriation.  Tell us what consideration you
have given to providing related risk factor disclosure. Refer to Item 303(a)(1) of
Regulation S -K and Section IV of SEC Release 33 -8350.

22. We note that your discussion of cash flows from operating activities.   Revise to disclose
the underlying reasons for material changes in your operating assets and liabilities to
better explain the variability in your cash flows.   For example the underlying reasons for
the material changes in accounts receivables and deferred revenue should be c onsidered
as opposed to merely noting the changes. Please refer to the guidance of Section IV of
SEC Release No. 33 -8350.

Peter Gassner
Veeva Systems, Inc.
July 24, 2013
Page 6

 Critical Accounting Policies and Estimates

Stock -Based Compensation

Common Stock Valuations, page 65

23. When your estimated IPO price is available, please revise to disclose the significant
factors contributing to the difference between the IPO price and the fair value determined
as of the date of your last option grant.  This reconciliation should describe significant
intervening events within the company and changes in assumptions (e.g. illiquidity,
minority, or lack of marketability discounts), weighting, and selection of valuation
methodologies, if any.   Tell us when you first initiated discussions with u nderwriters and
when the underwriters first communicated their estimated price range and amount for
your stock.

February 2013, page 69

24. We note the disclosure on page 64 that your price volatility assumptions were based upon
a group of peer companies.   We further note on page 69 that you adjusted the comparable
publicly traded companies to include companies of recent IPO’s.   Please tell us how these
company adjustments impacted the set of companies in all of your valuation assumptions
and estimates

Busine ss, page 72

General

25.  It does not appear that you have provided in this section the information required by Item
101(d) of Regulation S -K with respect to financial information about geographic areas.  If
you are incorporating that information by reference  to the disclosure in Note 14  to your
financial statements , you should include a cross reference to that information in this
section.  Refer to Item 101(d)(2) of Regulation S -K.  In this regard, we note that Note 14
does not appear to contain all of the information required by Item 101( d)(1)(ii) .
Specifically, it does not include the location of long -lived assets in fiscal 2011.  Please
advise.

26. We note your performance goals for the grant or vesting of performance cash awards, as
well as stock performance can be based  on revenue back log, as disclosed on page
98.  Tell us your consideration to provide a discussion of your backlog pursuant to the
guidance in Item 101(c)(viii) of Regulation S -K.

Our Customers, page 81

27.  Please identify in this section the two customers who each accounted for more than 10%
of your revenues in fiscal 2013.  Refer to Item 101(c)(1)(vii) of Regulation S -K.  Also,

Peter Gassner
Veeva Systems, Inc.
July 24, 2013
Page 7

 provide a summary of the material terms of your agreements with these customers in this
section and file the agreements as exhibits or provide us with your analysis as to why this
is not required.  Refer to Item 601(b)(10) of Regulation S -K.

Intellectual Property , page 86

28.  You disclose that you have only recently begun to develop a strategy to seek patent
protection for your technology.  Please tell us what consideration you gave to expanding
your disclosures related to this recent development.  For example, tell us whether this
strategy entails seeking registration in the United States or abroad, and whether the fact
that you have only recently begun to develop a strategy in this regard creates any risks to
your business.

Management

Executive Officers and Directors, page  87

29. In regard to Mr. Ritter, we note that in determining that he should serve as a director,
your board considered “his ser