As filed with the Securities and Exchange Commission on February 16, 2015
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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Duluth Holdings Inc.
(Exact name of registrant as specified in its charter)
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WISCONSIN | 39-1564801 |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification Number) |
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Duluth Holdings Inc.
P.O. Box 409
170 Countryside Drive
Belleville, Wisconsin 53508
(608) 424-1514
(Address, including zip code and telephone number, including area code,
of registrant's principal executive offices)
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2015 Equity Incentive Plan of Duluth Holdings Inc.
(Full title of plan)
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Stephanie L. Pugliese President and Chief Executive Officer Duluth Holdings Inc. P.O. Box 409 170 Countryside Drive Belleville, Wisconsin 53711 (608) 424-1514 | with copy to: Dennis F. Connolly Godfrey & Kahn, S.C. 780 North Water Street Milwaukee, Wisconsin 53202 (414) 273-3500 |
(Name, address, including zip code, and telephone number, including area code, of agent for service)
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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 o Accelerated filer o Non-accelerated filer ý Smaller reporting company o
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to Be Registered | Amount to Be Registered(1) | Proposed | Proposed Maximum | Amount of Fee | |
Class B Common Stock, no par value per share | 403,949 shares(2) | $14.78(3) | $5,970,366.22(3) | $601.22 | |
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(1)
Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
(2)
Represents an automatic increase to the number of shares available for issuance under the 2015 Equity Incentive Plan of Duluth Holdings Inc. (the “2015 Plan”). Shares available for issuance under the 2015 Plan were previously registered on a registration statement on Form S-8 filed with the Securities and Exchange Commission (the “SEC”) on November 24, 2015 (Registration No. 333-208185).
(3)
Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h) under the Securities Act. The price per share and aggregate offering price are calculated based on the average of the high and low sales prices of the Registrant’s Class B Common Stock on the NASDAQ Global Select Market on February 12, 2016(rounded up to the nearest cent), in accordance with Rule 457(c) under the Securities Act.
REGISTRATION OF ADDITIONAL SHARES PURSUANT TO GENERAL INSTRUCTION E
Pursuant to General Instruction E of Form S-8, Duluth Holdings Inc. (the “Registrant”) is filing this Registration Statement with the Securities and Exchange Commission (the “SEC”) to register 403,949 additional shares of Class B common stock under the Registrant’s 2015 Equity Incentive Plan (the “2015 Plan”), pursuant to the provisions of the 2015 Plan providing for an automatic increase in the number of shares reserved for issuance under the 2015 Plan. This Registration Statement hereby incorporates by reference the contents of the Registrant's registration statement on Form S-8 filed with the SEC on November 24, 2015 (Registration No. 333-208185).
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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 on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Belleville, State of Wisconsin, on this 16th day of February, 2016.
| DULUTH HOLDINGS INC. |
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| By: /s/ Stephanie L. Pugliese |
| Stephanie L. Pugliese |
| President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
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/s/ Stephanie L. Pugliese |
| President and Chief Executive |
| February 16, 2016 |
Stephanie L. Pugliese |
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/s/ Mark M. DeOrio |
| Senior Vice President and |
| February 16, 2016 |
Mark M. DeOrio |
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Directors:
Stephen L. Schlecht, E. David Coolidge III, Francesca M. Edwardson, William E. Ferry, Thomas G. Folliard, David C. Finch, C. Roger Lewis, Brenda I. Morris.
| By: | /s/ Stephanie L. Pugliese |
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| February 16, 2016 |
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| Stephanie L. Pugliese |
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| Attorney-In-Fact* |
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| *Pursuant to authority granted by powers of attorney, copies of which are filed herewith. | ||||
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EXHIBIT INDEX
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Exhibit No. | Description | Form | File No. | Exhibit | Filing Date |
4.1 | Form of Registrant’s Class B common stock | S-1 | 333-207300 | 4.1 | October 13, |
10.1 | 2015 Equity Incentive Plan | 10-Q | 001-37641 | 10.7 | December 17, |
10.3 | Form of Restricted Stock Award Agreement | S-1 | 333-207300 | 10.17 | October 6, |
5.1 | Opinion of Godfrey & Kahn, S.C. |
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23.1 | Consent of Godfrey & Kahn, S.C. (included in |
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23.2 | Consent of Grant Thornton LLP |
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24.1 | Power of Attorney |
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