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.