Attached files
As filed with the Securities and Exchange Commission on July 12, 2011
Registration No. 333-173775
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 3
to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TEAVANA HOLDINGS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 5499 | 20-1946316 | ||
(State or Other Jurisdiction of Incorporation or Organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
3630 Peachtree Road NE, Suite 1480
Atlanta, GA 30326
(404) 995-8200
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrants Principal Executive Offices)
Daniel P. Glennon
Executive Vice President, Chief Financial Officer
Teavana Holdings, Inc.
3630 Peachtree Road NE, Suite 1480
Atlanta, GA 30326
(404) 995-8200
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)
Copies to:
Christopher C. Paci, Esq. DLA Piper LLP (US) 1251 Avenue of the Americas New York, NY 10020 Telephone: (212) 335-4970 Fax: (212) 884-8470 |
Michael J. Schiavone, Esq. Shearman & Sterling LLP 599 Lexington Avenue New York, NY 10022 Telephone: (212) 848-4000 Fax: (646) 848-7179 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.
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 of 1933, check the following box. ¨
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) 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. ¨
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. ¨
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. ¨
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 | ¨ | Accelerated filer | ¨ | |||||||
Non-accelerated filer | x | (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
CALCULATION OF REGISTRATION FEE
Title Of Each Class Of Securities To Be Registered |
Proposed Maximum Aggregate Offering Price (1)(2) |
Amount Of Registration Fee (3) | ||
Common Stock, par value $0.00003 per share |
$100,000,000 | $11,610 | ||
(1) | Includes shares which the underwriters have the option to purchase to cover overallotments, if any. |
(2) | Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended. |
(3) | Previously paid. |
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This Amendment No. 3 is being filed solely to file Exhibits 1.1, 3.1, 3.2, 4.1, 5.1, 10.4, 10.5 and 10.6 to this Registration Statement (Registration No. 333-173775), and no changes or additions are being made hereby to the prospectus constituting Part I of this Registration Statement or to Item 13, 14, 15, 16 (other than as will result from filing of the exhibits included herein) or 17 of Part II of this Registration Statement. Accordingly, such prospectus and Items 13, 14, 15, 16 and 17 of Part II have not been included herein.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Atlanta, State of Georgia, on July 12, 2011.
TEAVANA HOLDINGS, INC. | ||
By: | /s/ Andrew T. Mack | |
Name: | Andrew T. Mack | |
Title: | Chairman and Chief Executive Officer |
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 the dates indicated:
Signature |
Title |
Date | ||
/S/ ANDREW T. MACK Andrew T. Mack |
Chairman and Chief Executive Officer (principal executive officer) |
July 12, 2011 | ||
/S/ DANIEL P. GLENNON Daniel P. Glennon |
Chief Financial Officer (principal financial officer and principal accounting officer) |
July 12, 2011 | ||
* F. Barron Fletcher III |
Director |
July 12, 2011 | ||
* Michael J. Nevins |
Director |
July 12, 2011 | ||
* By: | /S/ ANDREW T. MACK | |
Andrew T. Mack | ||
Attorney-in-Fact |
EXHIBIT INDEX
Exhibit |
Description | |
1.1 | Form of Underwriting Agreement | |
3.1 | Form of Amended and Restated Certificate of Incorporation | |
3.2 | Form of Amended and Restated By-Laws | |
4.1 | Form of Common Stock Certificate | |
4.2 | Registration Rights Agreement, dated December 17, 2004, among Teavana Holdings, Inc. and the parties listed therein** | |
5.1 | Form of Opinion of DLA Piper LLP (US) | |
10.1 | 2004 Management Incentive Plan** | |
10.2 | Form of 2004 Management Incentive Plan Option Award Agreement (Employees)** | |
10.3 | Form of 2004 Management Incentive Plan Option Award Agreement (Directors)** | |
10.4 | Teavana Holdings, Inc. 2011 Stock Incentive Plan | |
10.5 | Form of Nonstatutory Stock Option Agreement under 2011 Stock Incentive Plan | |
10.6 | Form of Directors and Officers Indemnity Agreement | |
10.7 | Amended and Restated Employment Agreement, dated as of April 22, 2011, between Teavana Holdings, Inc. and Andrew T. Mack** | |
10.8 | Amended and Restated Employment Agreement, dated as of April 22, 2011, between Teavana Holdings, Inc. and Juergen W. Link** | |
10.9 | Employment Agreement, dated as of April 22, 2011, between Teavana Holdings, Inc. and Daniel P. Glennon** | |
10.10 | Employment Agreement, dated as of April 22, 2011, between Teavana Holdings, Inc. and Peter M. Luckhurst** | |
10.11 | Agreement of Lease, dated February 2, 2006, between 500 Long Beach LLC and St. Acquisition Company** | |
10.12 | Lease Modification Agreement, dated April 1, 2008, between 500 Long Beach LLC and St. Acquisition Company** | |
10.13 | Agreement of Lease, dated August 12, 2009, between 600 Long Beach LLC and St. Acquisition Company** | |
10.14 | Lease Modification and Extension Agreement, dated April 5, 2010, between 600 Long Beach LLC and St. Acquisition Company** | |
10.15 | Lease Agreement, dated August 5, 2010, between 3630 Peachtree Road Holdings Limited Partnership and Teavana Corporation** | |
10.16 | Loan and Security Agreement, dated as of June 12, 2008, among Teavana Holdings, Inc., Teavana Corporation, ST Acquisition Company, Teavana Franchising Corporation and Teavana International, Inc., as obligors, and Fifth Third Bank as lender** | |
10.17 | Amendment No. 1 to Loan and Security Agreement, dated as of April 22, 2011, among Teavana Holdings, Inc., Teavana Corporation, ST Acquisition Company, Teavana International, Inc. and Teavana Gift Company, as obligors, and Fifth Third Bank as lender** | |
21.1 | Subsidiaries of the Registrant** | |
23.1 | Consent of Grant Thornton LLP** | |
23.2 | Consent of DLA Piper LLP (US) (included in Exhibit 5.1) | |
24.1 | Power of Attorney (included on signature page to Registration Statement filed on April 28, 2011)** | |
99.1 | Consent of Director Nominee** | |
99.2 | Consent of Director Nominee** | |
99.3 | Consent of Director Nominee** |
* | To be filed by amendment. |
** | Previously filed. |