Nebraska
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47-0366193
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification No.)
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Accelerated filer ¨
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Non-accelerated filer ¨ (Do not check if a smaller reporting company)
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Smaller reporting company ¨
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Title of
securities
to be registered
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Amount to be
registered(1)(2)
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Proposed maximum
offering price
per share(3)
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Proposed
maximum
aggregate
offering price(3)
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Amount of
registration
fee
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Common
Stock
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90,000 | $ | 31.64 | $ | 2,847,600 | $ | 158.90 |
(1)
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The
Buckle, Inc. 2008 Director Restricted Stock Plan (the “Plan”) originally
provided for the issuance of up to 60,000 shares of Common
Stock. On September 15, 2008, the Company’s Board of Directors
approved a three-for-two stock split of the Common Stock, in the form of a
stock dividend to shareholders of record at the close of business on
October 15, 2008 (the “2008 Stock Split”). The Plan provides
for an increase in the number of shares of Common Stock that may be issued
under the Plan in the event of a stock split, stock dividend or similar
transaction. As a result of the 2008 Stock Split, the number of
shares of Common Stock issuable under the plan was increased to
90,000.
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(2)
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In
addition, pursuant to Rule 416(a) of the Securities Act of 1933, as
amended (the “Securities Act”), this registration statement also covers
any additional shares of Common Stock that become issuable pursuant to the
anti-dilution provisions of the Plan by reason of any future stock splits,
stock dividends or similar
transactions.
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(3)
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The
proposed maximum offering price was determined in accordance with Rule
457(c) and Rule 457(h) under the Securities Act, based on the average of
the high and low prices reported by the New York Stock Exchange on
March 26, 2009.
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(1)
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The
Company’s latest Annual Report on Form 10-K for the fiscal year ended
January 31, 2009, filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”),
containing audited financial statements for the Company’s latest fiscal
year;
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(2)
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All
other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act
since the end of the fiscal year covered by the document referred to in
(1) above; and
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(3)
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The
description of the Company’s Common Stock contained in the Company’s
Registration Statement on Form 8-A filed with the Commission pursuant to
Section 12 of the Exchange Act on April 28, 1992 and declared effective by
the Commission on May 6, 1992 as such description was amended by the
Company’s 1998 Proxy Statement on Schedule 14A, specifically Proposal No.
3 therein, filed with the Commission on May 1,
1998.
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Exhibit
Number
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Description
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4.1
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The
Company’s Articles of Incorporation, as amended (incorporated by reference
to Exhibit 3.1 to the Company’s Registration Statement on Form S-1,
Registration No. 33-46294 (the “Form S-1”)).
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4.2
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Amendment
to the Company’s Articles of Incorporation (incorporated by reference to
Exhibit 3.1 to the Form S-1).
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4.3
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The
Company’s By-laws, as amended (incorporated by reference to Exhibit 3.2 to
the Form S-1).
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4.4
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The
Buckle, Inc. 2008 Director Restricted Stock Plan (incorporated by
reference to Exhibit B to the Company’s Definitive Proxy Statement on
Schedule 14A, filed on April 28, 2008).
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5.1
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Opinion
of Cline, Williams, Wright, Johnson & Oldfather, L.L.P. (filed
herewith).
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23.1
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Consent
of Cline, Williams, Wright, Johnson & Oldfather, L.L.P. (included in
Exhibit 5.1).
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23.2
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Consent
of Deloitte & Touche LLP (filed herewith).
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24.1
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Power
of Attorney (included on signature page of this registration
statement).
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THE
BUCKLE, INC.
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By:
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/s/ KAREN B. RHOADS
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Name:
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Karen
B. Rhoads
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Title:
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Director,
Vice President of Finance, Treasurer and Principal Accounting
Officer
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Signature
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Title
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Date
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/s/ DANIEL J. HIRSCHFELD
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Daniel
J. Hirschfeld
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Director
and
Chairman
of the Board
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March
31, 2009
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/s/ DENNIS H. NELSON
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Dennis
H. Nelson
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Director,
President and Chief Executive Officer
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March
31, 2009
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/s/ KAREN B. RHOADS
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Karen
B. Rhoads
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Director,
Vice President of Finance, Treasurer and Principal Accounting
Officer
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March
31, 2009
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/s/ JAMES E. SHADA
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James
E. Shada
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Director
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March
31, 2009
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/s/ ROBERT E. CAMPBELL
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Robert
E. Campbell
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Director
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March
31,
2009
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Signature
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Title
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Date
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/s/ BILL L. FAIRFIELD
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||||
Bill
L. Fairfield
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Director
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March
31, 2009
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/s/ RALPH M. TYSDAL
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Ralph
M. Tysdal
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Director
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March
31, 2009
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/s/ BRUCE L. HOBERMAN
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Bruce
L. Hoberman
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Director
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March
31, 2009
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/s/ DAVID A. ROEHR
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David
A. Roehr
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Director
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March
31, 2009
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/s/ JOHN P. PEETZ, III
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John
P. Peetz, III
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Director
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March
31,
2009
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Exhibit
Number
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Description
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4.1
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The
Company’s Articles of Incorporation, as amended (incorporated by reference
to Exhibit 3.1 to the Company’s Registration Statement on Form S-1,
Registration No. 33-46294 (the “Form S-1”)).
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4.2
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Amendment
to the Company’s Articles of Incorporation (incorporated by reference to
Exhibit 3.1 to the Form S-1).
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4.3
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The
Company’s By-laws, as amended (incorporated by reference to Exhibit 3.2 to
the Form S-1).
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4.4
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The
Buckle, Inc. 2008 Director Restricted Stock Plan (incorporated by
reference to Exhibit B to the Company’s Definitive Proxy Statement on
Schedule 14A, filed on April 28, 2008).
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5.1
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Opinion
of Cline, Williams, Wright, Johnson & Oldfather, L.L.P. (filed
herewith).
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23.1
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Consent
of Cline, Williams, Wright, Johnson & Oldfather, L.L.P. (included in
Exhibit 5.1).
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23.2
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Consent
of Deloitte & Touche LLP (filed herewith).
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24.1
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Power
of Attorney (included on signature page of this registration
statement).
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