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lululemon athletica Files Post-Effective Amendment to Registration Statement for Outstanding Exchangeable Shares
Monday, March 30, 2009 4:16 PM


lululemon athletica inc. (NASDAQ:LULU; TSX:LLL) announced today that it filed a post-effective amendment to its existing automatic shelf registration statement with the Securities and Exchange Commission filed on July 31, 2008, which existing automatic shelf registration statement covers the registration of the currently unsold portion of the 20,935,041 shares of the Company’s Common Stock that are represented by an equal number of shares of the Company’s Special Voting Stock. Due to adverse equity market conditions and the decline in the trading price of the Company’s Common Stock, the Company does not at this time qualify as a “well-known seasoned issuer” (as defined in Rule 405 of the Securities Act of 1933, as amended), and the post-effective amendment is being filed solely to convert the existing automatic shelf registration statement into a non-automatic shelf registration statement. The post-effective amendment to the automatic shelf registration statement does not and will not affect the number of shares of Common Stock deemed outstanding or otherwise affect earnings per share or other share-based metrics. The Company has not and will not receive any proceeds from issuances of Common Stock under the registration statement.

The Company is contractually obligated to maintain the registration of the Common Stock pursuant to the terms of the Agreement and Plan of Reorganization, dated April 26, 2007, that the Company entered into in connection with the pre-IPO reorganization of the Company. The existing automatic shelf registration statement registered the issuance of 20,935,041 shares of Common Stock, the unsold portion of which may be issued from time to time upon the exchange, retraction or redemption of currently-outstanding Exchangeable Shares of Lulu Canadian Holding, Inc., a wholly-owned subsidiary of the Company, or upon the liquidation, dissolution or winding up of Lulu Canadian Holding, Inc. The Exchangeable Shares were issued to Canadian stockholders in connection with the Company’s pre-IPO reorganization to defer payment of Canadian taxes, and the Company has previously disclosed in its reports filed with the Securities and Exchange Commission that 19,517,370 Exchangeable Shares and 19,517,370 shares of Special Voting Stock are outstanding.

Upon the issuance of the registered shares of Common Stock upon such exchange, retraction or redemption of outstanding Exchangeable Shares, the Company will cancel an equal number of currently-outstanding Exchangeable Shares of Lulu Canadian Holding, Inc.



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