Attached files
file | filename |
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EX-5.1 - EX-5.1 - rue21, inc. | l38976exv5w1.htm |
EX-23.1 - EX-23.1 - rue21, inc. | l38976exv23w1.htm |
As filed with the Securities and
Exchange Commission on February 25,
2010
No.
333-
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF
1933
rue21, inc.
(Exact name of registrant as
specified in its charter)
Delaware | 5600 | 25-1311645 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
800 Commonwealth Drive
Suite 100
Warrendale, Pennsylvania
15086
(724) 776-9780
(Address, including zip code,
and telephone number, including area code, of registrants
principal executive offices)
Robert N. Fisch
President and Chief Executive
Officer
rue21, inc.
800 Commonwealth Drive
Suite 100
Warrendale, Pennsylvania
15086
(724) 776-9780
(Name, address, including zip
code, and telephone number, including area code, of agent for
service)
Copies of all communications,
including communications sent to agent for service, should be
sent to:
Joshua N. Korff, Esq. Jason K. Zachary, Esq. Kirkland & Ellis LLP 601 Lexington Avenue New York, New York 10022 (212) 446-4800 |
William F. Gorin, Esq. Jeffrey D. Karpf, Esq. Cleary Gottlieb Steen & Hamilton LLP One Liberty Plaza New York, New York 10006 (212) 225-2000 |
Approximate date of commencement of proposed sale to the
public: As soon as practicable after this Registration
Statement becomes effective.
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act, check the following
box: o
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same
offering. x
(File
No. 333-164902)
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following
box and list the Securities act registration statement number of
the earlier effective registration statement for the same
offering. o
If this Form is a post-effective amendment filed pursuant to
Rule 462(d) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering. o
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 (Check one):
Large accelerated filer o | Accelerated filer o | Non-accelerated filer þ | Smaller reporting company o |
(Do not check if a smaller reporting company)
CALCULATION
OF REGISTRATION FEE
Proposed Maximum |
Proposed Maximum |
|||||||||||
Title of Each Class |
Amount to be |
Offering Price |
Aggregate Offering |
Amount of |
||||||||
to be Registered | Registered(1)(2) | Per Share(3) | Price(1)(2)(3) | Registration Fee | ||||||||
Common Stock, $0.001 par value
|
1,138,861 shares | $28.50 | $32,457,539 | $2,315 | ||||||||
(1) | Includes shares of common stock that the underwriters may purchase, including pursuant to the option to purchase additional shares, if any, from certain of the selling stockholders. | |
(2) | The 1,138,861 shares being registered under this Registration Statement are in addition to the 5,823,097 shares registered pursuant to the Registration Statement on Form S-1 (File No. 333-164902). | |
(3) | Based on the public offering price. |
This Registration Statement shall become effective upon
filing in accordance with Rule 462(b) under the Securities
Act of 1933, as amended.
EXPLANATORY
NOTE AND INCORPORATION OF CERTAIN INFORMATION BY
REFERENCE
This registration statement on Form S-1 is being filed with
respect to the registration of additional shares of common
stock, par value $0.001 per share, of rue21, inc., a Delaware
corporation (the Company), pursuant to Rule 462(b)
under the Securities Act of 1933, as amended. This registration
statement includes the registration statement facing page, this
page, the signature page, an exhibit index, an opinion of
counsel regarding the legality of the securities being
registered and a related consent, and the consent of the
Companys independent registered public accounting firm.
This registration statement relates to the Companys
registration statement on form S-1, as amended (File No.
333-164902), initially filed by the Company on February 12,
2010 and declared effective by the Securities and Exchange
Commission (the Commission) on February 25,
2010. The Company is filing this registration statement for the
sole purpose of increasing the aggregate number of shares of
common stock offered by certain selling stockholders named in
the original registration statement by 1,138,861 shares, 150,000
of which are subject to purchase upon exercise of the
underwriters option to purchase additional shares of
common stock to cover overallotments, if any. Pursuant to Rule
462(b), the contents of the registration statement on Form S-1,
as amended (File No. 333-164902), including the exhibits and the
powers of attorney thereto, are incorporated by reference into
this registration statement.
UNDERTAKING
The Company hereby certifies to the Commission that (i) it has
instructed its bank to pay the Commission the filing fee set
forth in the cover page of this registration statement by wire
transfer of such amount to the Commissions account as soon
as practicable (but no later than close of business on
February 26, 2010); (ii) it will not revoke such
instruction; (iii) it has sufficient funds in the relevant
account to cover the amount of such filing fee; and (iv) it will
confirm receipt of such instructions by its bank during the
banks regular business hours no later than
February 26, 2010.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item 16.
Exhibits
All exhibits filed with or incorporated by reference in the
Companys Registration Statement on
Form S-1,
as amended (File
No. 333-164902),
are incorporated by reference into, and shall be deemed part of,
this registration statement, except the following, which are
filed herewith.
Exhibit |
||
Number
|
Description
|
|
5.1
|
Form of Opinion of Kirkland & Ellis LLP. | |
23.1
|
Consent of Ernst & Young LLP, independent registered public accounting firm. | |
23.2
|
Consent of Kirkland & Ellis LLP (included in Exhibit 5.1). | |
24.1
|
Powers of Attorney (incorporated by reference to the signature page included with the Registration Statement on Form S-1 of the Registrant (File No. 333-164902)). | |
24.2
|
Power of Attorney (incorporated by reference to Exhibit 24.2 included with the Registration Statement on Form S-1 of the Registrant (File No. 333-164902)). |
SIGNATURES
Pursuant to the requirements of the Securities Act, the
registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in Warrendale, Pennsylvania on February 25,
2010.
rue21, inc.
By: |
/s/ Robert
N. Fisch
|
Name: Robert N. Fisch
Title: President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act, this
registration statement has been signed by the following persons
in the capacities indicated on the date indicated below:
Signature
|
Title
|
Date
|
||||
/s/ Robert
N. Fisch Robert N. Fisch |
President, Chief Executive Officer and Chairman (principal executive officer) | February 25, 2010 | ||||
/s/ Keith
A. McDonough Keith A. McDonough |
Senior Vice President and Chief Financial Officer (principal financial officer and principal accounting officer) | February 25, 2010 | ||||
* John F. Megrue, Jr. |
Director | February 25, 2010 | ||||
* Alex S. Pellegrini |
Director | February 25, 2010 | ||||
* Douglas E. Coltharp |
Director | February 25, 2010 | ||||
* Arnold S. Barron |
Director | February 25, 2010 | ||||
* Macon F. Brock Jr. |
Director | February 25, 2010 | ||||
*By: |
/s/ Keith
A. McDonoughKeith A. McDonough, as Attorney-in-Fact |
EXHIBIT INDEX
Exhibit |
||||
Number
|
Description
|
|||
5 | .1 | Form of Opinion of Kirkland & Ellis LLP. | ||
23 | .1 | Consent of Ernst & Young LLP, independent registered public accounting firm. | ||
23 | .2 | Consent of Kirkland & Ellis LLP (included in Exhibit 5.1). | ||
24 | .1 | Powers of Attorney (incorporated by reference to the signature page included with the Registration Statement on Form S-1 of the Registrant (File No. 333-164902)). | ||
24 | .2 | Power of Attorney (incorporated by reference to Exhibit 24.2 included with the Registration Statement on Form S-1 of the Registrant (File No. 333-164902)). |