As
filed with the Securities and Exchange Commission on April 2, 2009
Registration
No. 333-70641
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
AMENDMENT
NO. 2
TO
FORM
S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
THE
BUCKLE, INC.
(Exact
name of registrant as specified in its charter)
Nebraska
(State
or other jurisdiction of incorporation or organization)
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47-0366193
(I.R.S.
Employer Identification No.)
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2407
West 24th Street
Kearney,
Nebraska 68845
(Address
of Principal Executive
Offices) (Zip Code)
1995
EXECUTIVE STOCK OPTION PLAN
(Full
title of the plan)
Karen
B. Rhoads
The
Buckle, Inc.
2407
West 24th
Street
Kearney,
Nebraska 68845
(Name and
address of agent for service)
(308)
236-8491
(Telephone
number, including area code, of agent for service)
With a
copy to:
Robert
J. Routh, Esq.
Cline,
Williams, Wright, Johnson & Oldfather, L.L.P.
1900
U.S. Bank Building
233
South 13th Street
Lincoln,
Nebraska 68508
(402)
474-6900
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.
Large accelerated filer x
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Accelerated filer ¨
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Non-accelerated filer ¨ (Do not check if a smaller reporting company)
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Smaller reporting company ¨
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This Amendment
No. 2 is being filed to reflect, in accordance with Rule 416(b), that the number
of shares of Common Stock of The Buckle, Inc. covered by the registration
statement is increased from 3,000,000 to 6,750,000 as the result of two
subsequent three-for-two stock splits, which increased the number of shares
which may be issued under the 1995 Executive Stock Option Plan. No
filing fee is necessary. Pursuant to Rule 416(a), the registration
statement also shall be deemed to cover any additional shares of Common Stock
that become issuable pursuant to the anti-dilution provisions of the 1995
Executive Stock Option Plan by reason of any future stock splits, stock
dividends or similar transactions.
INCORPORATION
BY REFERENCE
This
Amendment No. 2 to the Registration Statement on Form S-8 (this “Amendment No.
2”), filed pursuant to Instruction E of Form S-8, relates to the Registration
Statement on Form S-8 (No. 333-07227) of The Buckle, Inc. (the “Company”)
filed by the Company with the Securities and Exchange Commission (the
“Commission”) on June 28, 1996, as amended by the Amendment No. 1 to the
Registration Statement on Form S-8 (No. 333-70641) filed by the Company
with the Commission on January 15, 1999 (the “Registration
Statement”). Under the Registration Statement, the Company has
registered 3,000,000 shares of Common Stock to be offered and sold under the
1995 Executive Stock Option Plan (the “Plan”). The contents of the
Registration Statement are incorporated by reference in this Amendment No.
2.
EXPLANATORY
NOTE TO
AMENDMENT
NO. 2
On
December 11, 2006, the Company’s Board of Directors approved a three-for-two
stock split of the Company’s Common Stock, in the form of a stock dividend to
shareholders of record at the close of business on January 3, 2007 (the “2007
Stock Split”). On September 15, 2008, the Company’s Board of
Directors approved a second three-for-two stock split of the Company’s Common
Stock, in the form of a stock dividend to shareholders of record at the close of
business on October 15, 2008 (the “2008 Stock Split” and, together with the 2007
Stock Split, the “Stock Splits”). The Plan provides for an increase in the
number of shares of Common Stock that may be issued under the Plan in the event
of a stock split, stock dividend or other similar transaction. The
purpose of this Amendment No. 2 is to reflect, in accordance with Rule 416(b) of
the Securities Act of 1933, as amended, the change in the amount of
shares registered under
the Registration Statement, on account of the
Stock Splits, from 3,000,000 to 6,750,000. The Registration Statement, as
amended by this Amendment No. 2, also shall be deemed to cover any additional
shares of Common Stock that become issuable pursuant to the anti-dilution
provisions of the Plan by reason of any future stock splits, stock dividends or
similar transactions.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
8. Exhibits.
Exhibit
Number
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Description
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5.1
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Opinion
of Cline, Williams, Wright, Johnson & Oldfather, L.L.P. (filed
herewith).
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23.1
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Consent
of Cline, Williams, Wright, Johnson & Oldfather, L.L.P. (included in
Exhibit 5.1).
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23.2
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Consent
of Deloitte & Touche LLP (filed
herewith).
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SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing this Amendment No. 2 and has duly caused this Amendment No. 2 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Kearney, State of Nebraska, on March 31, 2009.
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Karen
B. Rhoads
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Title:
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Director,
Vice President of Finance,
Treasurer
and Principal Accounting
Officer
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Pursuant
to the requirements of the Securities Act of 1933, this Amendment No. 2 has been
signed by the following persons in the capacities and on the dates
indicated.
Signature
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Title
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Date
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/s/ DANIEL J. HIRSCHFELD
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Daniel
J. Hirschfeld
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Director
and
Chairman
of the Board
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March
31, 2009
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/s/ DENNIS H. NELSON
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Dennis
H. Nelson
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Director,
President and
Chief
Executive Officer
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March
31, 2009
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/s/ KAREN B. RHOADS
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Karen
B. Rhoads
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Director,
Vice President of
Finance,
Treasurer and
Principal
Accounting
Officer
|
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March
31, 2009
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/s/ JAMES E. SHADA
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James
E. Shada
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Director
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March
31, 2009
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/s/ ROBERT E. CAMPBELL
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Robert
E. Campbell
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Director
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March
31,
2009
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Signature
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Title
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Date
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/s/ BILL L. FAIRFIELD
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Bill
L. Fairfield
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Director
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March
31, 2009
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/s/ RALPH M. TYSDAL
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Ralph
M. Tysdal
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Director
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March
31, 2009
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/s/ BRUCE L. HOBERMAN
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Bruce
L. Hoberman
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Director
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March
31, 2009
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/s/ DAVID A. ROEHR
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David
A. Roehr
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Director
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March
31, 2009
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/s/ JOHN P. PEETZ, III
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John
P. Peetz, III
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Director
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March
31,
2009
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EXHIBIT
INDEX
Exhibit
Number
|
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Description
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5.1
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Opinion
of Cline, Williams, Wright, Johnson & Oldfather, L.L.P. (filed
herewith).
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23.1
|
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Consent
of Cline, Williams, Wright, Johnson & Oldfather, L.L.P. (included in
Exhibit 5.1).
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23.2
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Consent
of Deloitte & Touche LLP (filed
herewith).
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