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As filed with the Securities and Exchange Commission on June 28, 1996
Registration No. 333-07227
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
THE BUCKLE, INC.
(Exact name of registrant as specified in its charter)
NEBRASKA 47-0366193
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2407 WEST 24TH STREET
KEARNEY, NEBRASKA 68847
(Address of Principal Executive Offices) (ZIP Code)
1995 EXECUTIVE STOCK OPTION PLAN (1)
(Full title of the plan or written contract)
DENNIS NELSON, PRESIDENT
THE BUCKLE, INC.
2407 WEST 24TH STREET
KEARNEY, NEBRASKA 68847
(308) 236-8491
(Name, address and telephone number,
including area code, of agent for service)
__________________________
With copy to:
Rochelle A. Mullen, Esq.
Cline, Williams, Wright, Johnson & Oldfather
1125 South 103rd St. - Suite 720
Omaha, Nebraska 68124-1090
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(1) The Buckle, Inc. (the "Company") originally filed an S-8 to register
500,000 shares of Common Stock (File No. 333-07227), pursuant to its 1995
Executive Stock Option Plan. Subsequent to that filing, the Company amended the
Plan on January 30, 1995 to allow an additional 500,000 shares to be issued to
officers other than those subject to ss. 162(m) of the Internal Revenue Code.
Then, the Company effected a 2-for-1 stock split on April 24, 1997, and effected
a 3-for-2 stock split on May 28, 1998. This Amendment No. 1 is being filed to
register 1,500,000 additional shares, which number of shares equals 500,000
pursuant to an amendment to the Plan, adjusted to 1,000,000 shares for the April
24, 1997 2-for-1 stock split and adjusted to 1,500,000 shares for the May 28,
1998 3-for-2-stock split.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================
Amount of
Title of Securities Amount to be Proposed Maximum Proposed Registration
to be Registered Registered Offering Price Maximum Fee
====================================================================================================================
<S> <C> <C> <C> <C>
Common Stock 1,500,000 Shares $28.75 per share $43,125,000 $11,988.75
====================================================================================================================
</TABLE>
(1) The proposed maximum offering price was determined in accordance with
Rule 457(c) under the Securities Act of 1933, based on the average of the bid
and asked price of shares of the same class reported on the New York Stock
Exchange on January 8, 1999.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement covers an indeterminate amount of interests to be
offered or sold pursuant to the Plan described herein.
ITEM 8. EXHIBITS
=================== ===========================================================
EXHIBIT
NUMBER EXHIBIT
=================== ===========================================================
5 Opinion of Counsel
=================== ===========================================================
23.1 Consent of Auditors
=================== ===========================================================
23.2 Consent of Counsel (included in Exhibit 5)
=================== ===========================================================
99.1 Amendment to 1995 Executive Stock Option Plan
=================== ===========================================================
The contents of the S-8 Registration Statement (File No. 333-07227) are
hereby incorporated by reference.
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SIGNATURES
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 Kearney, State of Nebraska on January 14, 1999.
THE BUCKLE, INC.
BY: /s/ KAREN B. RHOADS
--------------------------------------
Karen B. Rhoads, Vice President
Of Finance and Director
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.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ DANIEL J. HIRSCHFELD Chairman and Director 1/14/99
---------------------------------------
Daniel J. Hirschfeld
/s/ DENNIS H. NELSON President and Director 1/14/99
---------------------------------------
Dennis H. Nelson
/s/ ROBERT E. CAMPBELL Director 1/14/99
---------------------------------------
Robert E. Campbell
Director 1/__/99
---------------------------------------
Ralph M. Tysdal
Director 1/__/99
---------------------------------------
Bill L. Fairfield
Director 1/__/99
---------------------------------------
William D. Orr
</TABLE>
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EXHIBIT 5
LAW OFFICES OF
CLINE, WILLIAMS, WRIGHT, JOHNSON & OLDFATHER
ONE PACIFIC PLACE
1125 S. 103RD STREET, SUITE 720
OMAHA, NEBRASKA 68124
(402) 397-1700
FAX (402) 397-1806
January 8, 1999
Dennis Nelson, President
The Buckle, Inc.
2407 West 24th Street
Kearney, NE 68847
Re: Registration of 1,500,000 Additional Shares on Amendment No. 1 to Form
S-8 (File No. 333-07227)
Dear Mr. Nelson:
We have acted as legal counsel for The Buckle, Inc., a Nebraska
corporation, (the "Company") in connection with the Company's preparation of the
above-referenced registration of additional shares on Form S-8 (the "Form S-8")
being filed with the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended, (the "Act"), and the prospectus which is
not filed, but is included as a part of the Form S-8 (the "Prospectus"). The
1,500,000 shares of common stock to be registered are issuable pursuant to the
Company's 1995 Executive Stock Option Plan (the "Plan"). All of the shares are
to be offered and sold, by the Company or its affiliates pursuant to the Plan
and in the manner set forth in the Plan, Form S-8 and Prospectus.
In connection herewith, we have examined: (i) the Form S-8 and the
Prospectus; (ii) the Certificate of Incorporation and the Bylaws of the Company;
(iii) the corporate minutes and proceedings of the Company applicable to filing
of the Form S-8; and (iv) such other proceedings, documents and records as we
deemed necessary or appropriate for the purposes of making this opinion. In
making such examinations, we have assumed the genuineness of all signatures on
all documents and conformed originals to all copies submitted to us as conformed
or photocopies. In addition to such examination, we have ascertained or verified
such additional facts as we deemed necessary or appropriate for purposes of this
opinion. However, as to various questions of fact material to our opinion, we
have relied upon representations, statements or certificates of officers,
directors, or representatives of the Company or others.
Based upon the foregoing, we are of the opinion that: (i) the Company has
been legally incorporated and is validly existing under the laws of the state of
Nebraska; and (ii) the shares issued pursuant to the Plan, upon issuance and
payment therefor, as contemplated by the Plan, Form S-8 and the Prospectus, will
be validly issued, fully paid and non-assessable common stock of the Company.
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We hereby consent to the filing of the opinion as an exhibit to the Form
S-8 and to any references to our firm in the Prospectus. In giving this consent,
we do not admit that we come within the category of persons whose consent is
required under Section 7 of the Act or the Rules and Regulations of the
Commission promulgated thereunder.
Very truly yours,
Cline, Williams, Wright, Johnson &
Oldfather
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Amendment No. 1 to
Registration Statement No. 333-07227 on Form S-8 of our reports dated February
27, 1998, appearing in and incorporated by reference in the Annual Report on
Form 10-K of The Buckle, Inc. for the year ended January 31, 1998.
DELOITTE & TOUCHE LLP
Omaha, Nebraska
January 11, 1999
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EXHIBIT 99.1
AMENDMENT NO. 1
TO THE 1995 EXECUTIVE STOCK OPTION PLAN
OF
THE BUCKLE, INC.
The 1995 Executive Stock Option Plan (the "Plan") of The Buckle, Inc. (the
"Company") adopted as of January 30, 1995 is amended effective January 30, 1997
as follows:
5. STOCK SUBJECT TO THE PROVISIONS OF THE PLAN.
Paragraph 5(a) of the Plan is hereby amended in its entirety to read as
follows:
"(a) The stock Subject to the provisions of the Plan shall be shares of
authorized but unissued Common Stock and shares of Common Stock held as treasury
stock. Subject to adjustment in accordance with the provisions of Section 12,
and subject to Section 5(b) below, the total number of shares of Common Stock as
to which Awards may be granted shall be 1,000,000; provided, however, that
500,000 shares may only be used for options granted to officers other than
officers subject to ss. 162(m) of the Internal Revenue Code. During the term of
the Plan, no Participant shall be granted options or stock appreciation rights
for more than 250,000 shares. During any fiscal year, no Participant shall be
granted options or stock appreciation rights for more than 50,000 shares."
This Amendment No. 1 to the Plan was effective for all purposes upon
approval by the Compensation Committee of the Company, which approval was
granted on January 30, 1997.
THE BUCKLE, INC.
