<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 26, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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BIG DOG HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 5651 52-1868665
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Classification Code Number) Identification
incorporation or organization) No.)
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121 GRAY AVENUE
SANTA BARBARA, CALIFORNIA 93101
(805) 963-8727
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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ANTHONY J. WALL
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
BIG DOG HOLDINGS, INC.
121 GRAY AVENUE
SANTA BARBARA, CALIFORNIA 93101
(805) 963-8727
FAX: (805) 962-9460
(Name and address, including zip code and telephone and fax number, of agent for
service)
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COPIES TO:
JEFFREY M. WEINER, ESQ. THOMAS A. BEVILACQUA, ESQ.
Kimball & Weiner LLP Brobeck, Phleger & Harrison LLP
555 S. Flower Street Two Embarcadero Place
Suite 4540 2200 Geng Road
Los Angeles, CA 90071 Palo Alto, CA 94303-0913
(213) 538-3800 (415) 424-0160
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
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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, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: /X/ 333-33027
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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: / /
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CALCULATION OF ADDITIONAL REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Each Class of Amount to Offering Price Aggregate Aggregate
Securities to be Registered be Registered(1)(2) Per Share(3) Offering Price(3) Registration Fee(4)
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<S> <C> <C> <C> <C>
Common Stock, $.01 par value 575,000 $14.00 $8,050,000.00 $2,439.39
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(1) Includes 75,000 shares that the Underwriters have the option to purchase
to cover over-allotments, if any.
(2) Does not include 4,025,000 shares of Common Stock previously registered
for which the registration fee has previously been paid.
(3) The proposed maximum offering price per share and the proposed maximum
aggregate offering price are based on the proposed offering price for the
shares of the Company's Common Stock offered hereby.
(4) Calculated pursuant to Rule 457(a).
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement filed under the Securities Act of 1933, as
amended, by Big Dog Holdings, Inc. (the "Company") with the Securities and
Exchange Commission (the "Commission") hereby incorporates by reference the
contents of the Registration Statement on Form S-1 (File No. 333-33027)
relating to the offering of up to 4,025,000 Shares of Common Stock of the
Company filed on August 7, 1997.
CERTIFICATION
The Company hereby certifies to the Commission that it has instructed
its bank to pay the Commission the filing fee of $2,439.39 for the additional
securities being registered hereby as soon as practicable (but in any event
no later than the close of business on September 26, 1997); that it will not
revoke such instructions; that it has sufficient funds in the relevant
account to cover the amount of the filing fee; and that it undertakes to
confirm receipt of such instructions by the bank on September 26, 1997.
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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 Los Angeles, State of
California, on September 25, 1997.
BIG DOG HOLDINGS, INC.
By: /s/ ANTHONY J. WALL
-----------------------------------------
Anthony J. Wall
EXECUTIVE VICE PRESIDENT,
GENERAL COUNSEL AND SECRETARY
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
- ------------------------------ -------------------------- -------------------
*
- ------------------------------ Chairman of the Board September 25, 1997
Fred Kayne
President, Chief Executive
* Officer (Principal
- ------------------------------ Executive Officer) and September 25, 1997
Andrew D. Feshbach Director
/s/ ANTHONY J. WALL Executive Vice President,
- ------------------------------ General Counsel, Secretary September 25, 1997
Anthony J. Wall and Director
* Chief Financial Officer
- ------------------------------ (Principal Financial September 25, 1997
Jonathan Howe Officer)
Senior Vice President,
* Finance
- ------------------------------ (Principal Accounting September 25, 1997
Roberta Morris Officer)
*By: /s/ ANTHONY J. WALL
-------------------------
Anthony J. Wall
(ATTORNEY-IN-FACT)
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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<S> <C>
5.1 Opinion of Kimball & Weiner LLP
23.1 Consent of Kimball & Weiner LLP (included in Opinion filed as
Exhibit 5.1)
23.2 Consent of Deloitte & Touche LLP
24.1 Power of Attorney (incorporated by reference to page II-5 of the
Company's Registration Statement on Form S-1 (No. 333-33027)
filed on August 7, 1997)
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<PAGE>
[LETTERHEAD]
September 26, 1997
Big Dog Holdings, Inc.
121 Gray Avenue
Santa Barbara, California 93101
Ladies and Gentlemen:
We have acted as special counsel to Big Dog Holdings, Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing of
Registration Statements of the Company on Form S-1 (as amended, the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), relating to the public offering (the "Offering") by the
Company and the Selling Stockholders identified as such in the Registration
Statement of an aggregate of 4,600,000 shares (including 600,000 shares
subject to an over-allotment option) of Common Stock, par value $.01 per
share, of the Company ("Common Stock").
As such counsel, we have participated in the preparation of the
Registration Statement, including the Prospectus contained therein (the
"Prospectus"), and have reviewed certain corporate proceedings. In addition, we
have examined originals or copies, certified or otherwise identified to our
satisfaction, of such corporate records and other documents, and such
certificates or comparable documents of public officials and of officers and
representatives, as we have deemed relevant and necessary as a basis for the
opinion hereinafter set forth.
In such examination, we have assumed the genuineness of all signatures, the
legal capacity of natural persons, the authenticity of all documents submitted
to us as originals, and the conformity to original documents of all documents
submitted to us as certified or photostatic copies. As to all questions of fact
material to this opinion that have not been independently established, we have
relied upon statements and certificates of officers and representatives of the
Company.
Based on the foregoing, and subject to the qualifications stated herein, we
are of the opinion that the shares of Common Stock to be registered for sale by
the Company and the Selling Stockholders under the Registration Statement have
been duly authorized, and the shares to be sold by the Selling Stockholders are,
and the shares to be sold by the Company, when issued and paid for as
contemplated by the Prospectus, will be, validly issued, fully paid and
nonassessable.
<PAGE>
Big Dog Holdings, Inc.
September 26, 1997
Page 2
The opinion expressed herein is limited to the corporate laws of the State
of Delaware, and we express no opinion as to the effect on the matters covered
by this letter of the laws of any other jurisdiction.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and consent to the use of our name under the heading
"Legal Matters" in the Prospectus.
Very truly yours,
/s/ KIMBALL & WEINER LLP
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EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Big Dog Holdings, Inc. on Form S-1 of our report dated January
31, 1997 (August 1, 1997 as to Note 10), appearing in the Registration
Statement (File No. 333-33027) of Big Dog Holdings, Inc.
Los Angeles, California
September 25, 1997
