-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, P2ANluvVpmVUNCQytEfjmjhBB5bFdvhJcgNHLiKV4CBew+UJ/ZlLvZ8lmccjrAQk 9Ow7IS/y2DXZEF6f8NJU+A== 0000912057-97-031761.txt : 19970929 0000912057-97-031761.hdr.sgml : 19970929 ACCESSION NUMBER: 0000912057-97-031761 CONFORMED SUBMISSION TYPE: S-1MEF PUBLIC DOCUMENT COUNT: 3 333-33027 FILED AS OF DATE: 19970926 EFFECTIVENESS DATE: 19970926 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: BIG DOG HOLDINGS INC CENTRAL INDEX KEY: 0001019439 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-FAMILY CLOTHING STORES [5651] STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-1MEF SEC ACT: SEC FILE NUMBER: 333-36431 FILM NUMBER: 97685764 BUSINESS ADDRESS: STREET 1: 121 GRAY AVENUE STREET 2: SUITE 300 CITY: SANTA BARBARA STATE: CA ZIP: 93101 BUSINESS PHONE: 8059638727 MAIL ADDRESS: STREET 1: 121 GRAY AVENUE STREET 2: SUITE 300 CITY: SANTA BARBARA STATE: CA ZIP: 93101 S-1MEF 1 FORM S-1MEF AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 26, 1997 REGISTRATION NO. 333- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------- FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------------- BIG DOG HOLDINGS, INC. (Exact name of registrant as specified in its charter) ------------------- DELAWARE 5651 52-1868665 (State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer of Classification Code Number) Identification incorporation or organization) No.) ------------------- 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) ------------------- 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) ------------------- 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 ------------------- 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 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: / /
CALCULATION OF ADDITIONAL REGISTRATION FEE ==================================================================================================================== 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) - -------------------------------------------------------------------------------------------------------------------- Common Stock, $.01 par value 575,000 $14.00 $8,050,000.00 $2,439.39 ====================================================================================================================
(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). - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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. 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) EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION - ----------- ------------------------------------------------------------------------------------------------------ 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)
EX-5.1 2 OPINION [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. 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 EX-23.2 3 ACCOUNTANT CONSENT 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 -----END PRIVACY-ENHANCED MESSAGE-----