SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
BUFFALO WILD WINGS, INC.
(Exact Name of Registrant as Specified in its Charter)
Minnesota 31- 1455915
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(State or Other Juris- (I.R.S. Employer
diction of Incorporation Identification Number)
or Organization)
1600 Utica Avenue South, Suite 700
Minneapolis, Minnesota 55416
(Address of Principal Executive Office and Zip Code)
Buffalo Wild Wings, Inc. 2003 Equity Incentive Plan
(Full Title of the Plan)
Sally J. Smith
Chief Executive Officer and President
Buffalo Wild Wings, Inc.
1600 Utica Avenue South
Suite 700
Minneapolis, MN 55416
(952) 593-9943
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Melodie R. Rose, Esq.
Fredrikson & Byron, P.A.
200 South Sixth Street, Suite 4000
Minneapolis, Minnesota 55402
CALCULATION OF REGISTRATION FEE
===============================================================================================================
Proposed
Proposed Maximum Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered(1) Per Share(2) Offering Price(2) Registration Fee
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Awards to Purchase
Common Stock under the
2003 Equity Incentive
Plan Indefinite $ 0.00 $ 0.00 $ 0.00
Common Stock issuable
under the 2003 Equity $36.97 $12,939,500 $1,384.53
Incentive Plan 350,000 shares
$1,384.53
TOTAL:
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(1) In addition, pursuant to Rule 416 under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plans described herein
and any additional securities which may become issuable pursuant to
anti-dilution provisions of the plans.
(2) Estimated pursuant to Rule 457(h) solely for the purpose of calculating the
registration fee and based upon the average of the high and low prices of
the Registrant's Common Stock on May 24, 2006.
The purpose of this Registration Statement is to register additional shares
for issuance under the Registrant's 2003 Equity Incentive Plan. The contents of
the Registrant's Registration Statement on Form S-8, Reg. No. 333-110767 are
incorporated by reference.
SIGNATURES
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The Registrant. 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 Minneapolis and State of Minnesota, on the 26th
day of May, 2006
BUFFALO WILD WINGS, INC.
(the "Registrant")
By /s/ Sally J. Smith
---------------------------------
Sally J. Smith, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
(Power of Attorney)
Each of the undersigned constitutes and appoints Sally J. Smith and Mary J.
Twinem his true and lawful attorney-in-fact and agent, each acting alone, with
full powers of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign the Form S-8 Registration
Statement of Buffalo Wild Wings, Inc. relating to the Company's 2003 Equity
Incentive Plan and any or all amendments or post-effective amendments to the
Form S-8 Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, each
acting alone, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, each acting
alone, or their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on May
26, 2006.
Signature Title
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/s/ Sally J. Smith Chief Executive Officer, President and Director
- ------------------------- (principal executive officer)
Sally J. Smith
/s/ Mary J. Twinem Chief Financial Officer and Treasurer
- ------------------------- (principal financial and accounting officer)
Mary J. Twinem
/s/ Director
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Dale M. Applequist
/s/ Kenneth H. Dahlberg Director
- -------------------------
Kenneth H. Dahlberg
/s/ Warren E. Mack Director
- -------------------------
Warren E. Mack
/s/ J. Oliver Maggard Director
- -------------------------
J. Oliver Maggard
/s/ Director
- -------------------------
Robert MacDonald
/s/ Michael P. Johnson Director
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Michael P. Johnson
/s/ James M. Damian Director
- -------------------------
James M. Damian
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-3-
BUFFALO WILD WINGS, INC.
Form S-8 Registration Statement
EXHIBIT INDEX
Exhibit
Number Exhibit Description
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5.1 Opinion of Fredrikson & Byron, P.A. relating to the legality of
securities under the 2003 Equity Incentive Plan
23.1 Consent of Independent Registered Public Accounting Firm
23.2 Consent of Fredrikson & Byron, P.A. (included in Exhibit 5.1)
24 Power of Attorney (See Signature Page)
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