-----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, V+125udlPzycqAeJKGKZiamHg0Gb3jlVSGcmMjSFxHRRhjQL+RJ2VGKK5q5IWApC N9pKrLJaYLybSTRECeTw2Q== 0001140361-09-008170.txt : 20090327 0001140361-09-008170.hdr.sgml : 20090327 20090327155653 ACCESSION NUMBER: 0001140361-09-008170 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090327 DATE AS OF CHANGE: 20090327 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WALKING CO HOLDINGS, INC. CENTRAL INDEX KEY: 0001019439 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-FAMILY CLOTHING STORES [5651] IRS NUMBER: 521868665 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-33027 FILM NUMBER: 09710379 BUSINESS ADDRESS: STREET 1: 121 GRAY AVENUE CITY: SANTA BARBARA STATE: CA ZIP: 93101 BUSINESS PHONE: 8059638727 MAIL ADDRESS: STREET 1: 121 GRAY AVENUE CITY: SANTA BARBARA STATE: CA ZIP: 93101 FORMER COMPANY: FORMER CONFORMED NAME: BIG DOG HOLDINGS INC DATE OF NAME CHANGE: 19960723 POS AM 1 formposam.htm THE WALKING COMPANY HOLDINGS INC POS AM formposam.htm
Registration No. 333-33027
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
 
POST-EFFECTIVE AMENDMENT NO. 1
TO
 
FORM S-1
 
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
 
 
 
 
THE WALKING COMPANY HOLDINGS, INC.
(formerly Big Dog Holdings, Inc.)
(Exact name of registrant as specified in its charter)
 
Delaware
  
52-1868665
(State or other jurisdiction of incorporation or organization)
  
(IRS Employer Identification No.)
 
121 Gray Avenue
Santa Barbara, CA  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
 
121 Gray Avenue
Santa Barbara, CA  93101
(805) 963-8727
(Names, address, including zip code, and telephone number including area code, of agents for service)
 
 
Copy To:
C. Thomas Hopkins, Esq.
SHEPPARD, MULLIN, RICHTER & HAMPTON LLP
1111 Chapala Street, Third Floor
Santa Barbara, California 93101
(805) 879-1800
Fax: (805) 879-1855
 
Approximate date of commencement of proposed sale to the public:
No longer applicable because the shares are being removed from registration.
 
 
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If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  £
 
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, other than securities offered only in connection with dividend or interest reinvestment plans, 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.  £
 
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 registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  £
 
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  £

 
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EXPLANATORY NOTE – DEREGISTRATION OF SECURITIES
 
On August 7, 1997, The Walking Company Holdings, Inc., formerly Big Dog Holdings, Inc., (the “Company”) filed a registration statement on Form S-1, as amended on September 16, 1997, September 19, 1997, and September 23, 1997 (Registration No. 333-33027) (the “Registration Statement”) with the United States Securities and Exchange Commission (the “Commission”), which registered 4,025,000 shares of the Company’s common stock, $.01 par value (the “Common Stock”) to be sold by the Company and the selling security holders named therein.
 
In accordance with the undertaking pursuant to Item 512 of Regulation S-K, this Post-Effective Amendment No. 1 to the Registration Statement is being filed to deregister and remove all of the previously registered shares of Common Stock that remain unsold under the Registration Statement as of the date hereof.

 
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SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing an amendment on Form S-1 and has duly caused this Post-Effective Amendment No. 1 to Registration Statement No. 333-33027 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Barbara, California, on the 26th day of March, 2009.
 
 
THE WALKING COMPANY HOLDINGS, INC.
   
 
By:
/s/ Anthony J. Wall
   
Anthony J. Wall
   
Executive Vice President and General Counsel



Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 has been signed by the following persons in the capacities and on the date indicated.


Name
  
Title
  
Date
         
/s/ Andrew D. Feshbach
  
Director and Chief Executive Officer
  
March 26, 2009
 Andrew D. Feshbach
        
         
/s/ Roberta J. Morris
  
Chief Financial Officer and Treasurer
  
March 26, 2009
 Roberta J. Morris
  
(Principal Financial Officer) 
    
         
/s/ Fred Kayne
  
Chairman of the Board
  
March 26, 2009
 Fred Kayne
        
         
/s/ David J. Walsh
  
Director
  
March 26, 2009
 David J. Walsh
        
 
 
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