As filed with the Securities and Exchange Commission on March 16, 2007 | Registration No. 333- |
Delaware | 91-1963165 | |
(State of Incorporation) | (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 | ||||||||||
Common Stock, par value $.001
per share, to be issued under the 2004 Equity Incentive Plan and the 2004
Non-Employee
Directors Stock
Option Plan |
838,580 shares | $39.69 | $33,283,240.20 | $1,021.80 | ||||||||||
(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 Rule 457(h)(1) under the Securities Act of 1933, as amended (the Securities 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 Global Select Market on March 13, 2007, for (i) 798,580 shares reserved for future grant pursuant to the Registrants 2004 Equity Incentive Plan and (ii) 40,000 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 Kronish llp. | |
23.1
|
Consent of PricewaterhouseCoopers llp. | |
23.2
|
Consent of Deloitte & Touche llp. | |
23.3
|
Consent of Cooley Godward Kronish llp (included in Exhibit 5.1). | |
24.1
|
Power of Attorney is contained in the signature pages to this Registration Statement. | |
99.1.1(4)
|
Blue Nile, Inc. 2004 Equity Incentive Plan. | |
99.1.2(5)
|
Form of Stock Option Agreement pursuant to the Blue Nile, Inc. 2004 Equity Incentive Plan. | |
99.1.3(6)
|
Form of Stock Grant Notice pursuant to the Blue Nile, Inc. 2004 Equity Incentive Plan. | |
99.2.1(7)
|
Blue Nile, Inc. 2004 Non-Employee Directors Stock Option Plan, as amended and restated on June 19, 2006. | |
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 10.1 to Blue Nile, Inc.s Current Report on Form 8-K (No. 000-50763), as filed with the Securities and Exchange Commission on June 19, 2006 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. |
SIGNATURES | ||||||||
EXHIBIT 5.1 | ||||||||
EXHIBIT 23.1 | ||||||||
EXHIBIT 23.2 |
Blue Nile, Inc. |
||||
By: | /s/ Mark C. Vadon | |||
Mark C. Vadon | ||||
Chief Executive Officer | ||||
Signature | Title | Date | ||
/s/ Mark C. Vadon
|
Chief Executive Officer and | March 15, 2007 | ||
Director (Principal Executive Officer) |
||||
/s/ Diane M. Irvine
|
President, Chief Financial | March 15, 2007 | ||
Officer and Director (Principal Financial and Accounting |
||||
Officer) | ||||
/s/
W. Eric Carlborg |
Director | March 15, 2007 | ||
/s/
Joseph Jimenez
|
Director | March 15, 2007 | ||
/s/
Brian P. McAndrews
|
Director | March 15, 2007 | ||
Signature | Title | Date | ||
/s/ Anne Saunders
|
Director | March 15, 2007 | ||
/s/ Joanna Strober
|
Director | March 15, 2007 | ||
/s/ Mary Alice Taylor
|
Director | March 15, 2007 | ||
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 Kronish llp. | |
23.1
|
Consent of PricewaterhouseCoopers llp. | |
23.2
|
Consent of Deloitte & Touche llp. | |
23.3
|
Consent of Cooley Godward Kronish llp (included in Exhibit 5.1). | |
24.1
|
Power of Attorney is contained in the signature pages to this Registration Statement. | |
99.1.1(4)
|
Blue Nile, Inc. 2004 Equity Incentive Plan. | |
99.1.2(5)
|
Form of Stock Option Agreement pursuant to the Blue Nile, Inc. 2004 Equity Incentive Plan. | |
99.1.3(6)
|
Form of Stock Grant Notice pursuant to the Blue Nile, Inc. 2004 Equity Incentive Plan. | |
99.2.1(7)
|
Blue Nile, Inc. 2004 Non-Employee Directors Stock Option Plan, as amended and restated on June 19, 2006. | |
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 10.1 to Blue Nile, Inc.s Current Report on Form 8-K (No. 000-50763), as filed with the Securities and Exchange Commission on June 19, 2006 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. |