Delaware (State of Incorporation) |
91-1963165 (I.R.S. Employer Identification No.) |
Proposed Maximum | Proposed Maximum | |||||||||||||||||||
Title of Securities | Amount to be | Offering | Aggregate | Amount of | ||||||||||||||||
to be Registered | Registered(1) | Price per Share (2) | Offering Price (2) | Registration Fee | ||||||||||||||||
Stock Options and
Common Stock, par
value $.001 per share
|
908,523 shares | $ | 31.63 | $ | 28,736,582.49 | $ | 3,074.81 | |||||||||||||
(1) | This Registration Statement shall cover any additional shares of common stock which become issuable under the plans set forth herein by reason of any stock dividend, stock split, recapitalization or any other similar transaction without receipt of consideration which results in an increase in the number of shares of the Registrant outstanding common stock. |
(2) | Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and (h)(1) under the Securities Act of 1933, as amended (the Act). The offering price per share and aggregate offering price are based upon the average of the high and low prices of Registrants common stock as reported on the Nasdaq National Market on March 15, 2006, for (i) 866,523 shares reserved for future grant pursuant to the Registrants 2004 Equity Incentive Plan and (ii) 42,000 shares issuable pursuant to the Registrants 2004 Non-Employee Directors Stock Option Plan. |
Exhibit | ||
Number | Description | |
4.1(1)
|
Amended and Restated Certificate of Incorporation of Blue Nile, Inc. | |
4.2(2)
|
Amended and Restated Bylaws of Blue Nile, Inc. | |
4.3(3)
|
Specimen Stock Certificate. | |
5.1
|
Opinion of Cooley Godward llp. | |
23.1
|
Consent of PricewaterhouseCoopers LLP. | |
23.2
|
Consent of Cooley Godward llp (included in Exhibit 5.1). | |
24.1
|
Power of Attorney (included in the signature page). | |
99.1.1(4)
|
Blue Nile, Inc. 2004 Equity Incentive Plan. | |
99.1.2(5)
|
Form of Stock Option Agreement pursuant to the 2004 Equity Incentive Plan. | |
99.1.3(6)
|
Blue Nile, Inc. Stock Grant Notice pursuant to the 2004 Equity Incentive Plan. | |
99.2.1(7)
|
Blue Nile, Inc. 2004 Non-Employee Directors Stock Option Plan. | |
99.2.2(8)
|
Form of Stock Option Agreement pursuant to the Blue Nile, Inc. 2004 Non-Employee Directors Stock Option Plan. |
(1) | Previously filed as Exhibit 3.1 to Blue Nile, Inc.s Form 10-Q for the quarterly period ended July 4, 2004 (No. 000-50763), as filed with the Securities and Exchange Commission on August 6, 2004, and incorporated by reference herein. | |
(2) | Previously filed as Exhibit 3.2 to Blue Nile, Inc.s Registration Statement on Form S-1 (No. 333-113494), as filed with the Securities and Exchange Commission on March 11, 2004, as amended, and incorporated by reference herein. | |
(3) | Previously filed as Exhibit 4.2 to Blue Nile, Inc.s Registration Statement on Form S-1/A (No. 333-113494), as filed with the Securities and Exchange Commission on May 4, 2004, as amended, and incorporated by reference herein. | |
(4) | Previously filed as Exhibit 10.4.1 to Blue Nile, Inc.s Registration Statement on Form S-1/A (No. 333-113494), as filed with the Securities and Exchange Commission on April 19, 2004, as amended, and incorporated by reference herein. | |
(5) | Previously filed as Exhibit 10.4.2 to Blue Nile, Inc.s Form 10-K for the annual period ended January 2, 2005 (No. 000-50763), as filed with the Securities and Exchange Commission on March 25, 2005, and incorporated by reference herein. | |
(6) | Previously filed as Exhibit 10.1 to Blue Nile, Inc.s Current Report on Form 8-K (No. 000-50763), as filed with the Securities and Exchange Commission on December 13, 2004 and incorporated by reference herein. | |
(7) | Previously filed as Exhibit 10.2.1 to Blue Nile, Inc.s Registration Statement on Form S-1/A (No. 333-113494), as filed with the Securities and Exchange Commission on May 4, 2004, as amended, and incorporated by reference herein. | |
(8) | Previously filed as Exhibit 10.2.2 to Blue Nile, Inc.s Form 10-K for the annual period ended January 2, 2005 (No. 000-50763), as filed with the Securities and Exchange Commission on March 25, 2005, and incorporated by reference herein. |
2. | The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrants annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plans annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be |
deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
3. | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
Blue Nile, Inc. |
||||
By: | /s/ Mark C. Vadon | |||
Mark C. Vadon | ||||
President and Chief Executive Officer | ||||
Signature | Title | Date | |||
/s/ Mark C. Vadon
|
President, Chief Executive Officer and Director (Principal Executive Officer) |
March 17, 2006 | |||
/s/ Diane M. Irvine
|
Chief Financial Officer
and Director (Principal Financial and Accounting Officer) |
March 17, 2006 | |||
/s/ Joseph Jimenez
|
Director | March 17, 2006 | |||
/s/ Augustus O. Tai
|
Director | March 17, 2006 | |||
/s/ Mary Alice Taylor
|
Director | March 17, 2006 | |||
/s/ W. Eric Carlborg
|
Director | March 17, 2006 |
Exhibit | ||
Number | Description | |
4.1(1)
|
Amended and Restated Certificate of Incorporation of Blue Nile, Inc. | |
4.2(2)
|
Amended and Restated Bylaws of Blue Nile, Inc. | |
4.3(3)
|
Specimen Stock Certificate. | |
5.1
|
Opinion of Cooley Godward llp. | |
23.1
|
Consent of PricewaterhouseCoopers LLP. | |
23.2
|
Consent of Cooley Godward llp (included in Exhibit 5.1). | |
24.1
|
Power of Attorney (included in the signature page). | |
99.1.1(4)
|
Blue Nile, Inc. 2004 Equity Incentive Plan. | |
99.1.2(5)
|
Form of Stock Option Agreement pursuant to the 2004 Equity Incentive Plan. | |
99.1.3(6)
|
Blue Nile, Inc. Stock Grant Notice pursuant to the 2004 Equity Incentive Plan. | |
99.2.1(7)
|
Blue Nile, Inc. 2004 Non-Employee Directors Stock Option Plan. | |
99.2.2(8)
|
Form of Stock Option Agreement pursuant to the Blue Nile, Inc. 2004 Non-Employee Directors Stock Option Plan. |
(1) | Previously filed as Exhibit 3.1 to Blue Nile, Inc.s Form 10-Q for the quarterly period ended July 4, 2004 (No. 000-50763), as filed with the Securities and Exchange Commission on August 6, 2004, and incorporated by reference herein. | |
(2) | Previously filed as Exhibit 3.2 to Blue Nile, Inc.s Registration Statement on Form S-1 (No. 333-113494), as filed with the Securities and Exchange Commission on March 11, 2004, as amended, and incorporated by reference herein. | |
(3) | Previously filed as Exhibit 4.2 to Blue Nile, Inc.s Registration Statement on Form S-1/A (No. 333-113494), as filed with the Securities and Exchange Commission on May 4, 2004, as amended, and incorporated by reference herein. | |
(4) | Previously filed as Exhibit 10.4.1 to Blue Nile, Inc.s Registration Statement on Form S-1/A (No. 333-113494), as filed with the Securities and Exchange Commission on April 19, 2004, as amended, and incorporated by reference herein. | |
(5) | Previously filed as Exhibit 10.4.2 to Blue Nile, Inc.s Form 10-K for the annual period ended January 2, 2005 (No. 000-50763), as filed with the Securities and Exchange Commission on March 25, 2005, and incorporated by reference herein. | |
(6) | Previously filed as Exhibit 10.1 to Blue Nile, Inc.s Current Report on Form 8-K (No. 000-50763), as filed with the Securities and Exchange Commission on December 13, 2004 and incorporated by reference herein. | |
(7) | Previously filed as Exhibit 10.2.1 to Blue Nile, Inc.s Registration Statement on Form S-1/A (No. 333-113494), as filed with the Securities and Exchange Commission on May 4, 2004, as amended, and incorporated by reference herein. | |
(8) | Previously filed as Exhibit 10.2.2 to Blue Nile, Inc.s Form 10-K for the annual period ended January 2, 2005 (No. 000-50763), as filed with the Securities and Exchange Commission on March 25, 2005, and incorporated by reference herein. |