As filed
with the United States Securities and Exchange Commission on June 16, 2009
Registration
No. 333-159412
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
PRE-EFFECTIVE
AMENDMENT NO. 1
TO
Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Crocs, Inc.
(Exact name of registrant as specified in its
charter)
Delaware
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20-2164234
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(State or other jurisdiction of incorporation or
organization)
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(I.R.S. Employer Identification Number)
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6328
Monarch Park Place
Niwot,
Colorado 80503
(303) 848-7000
(Address, including zip code, and telephone number,
including area code, of registrants principal executive offices)
Erik
Rebich
General
Counsel and Secretary
Crocs, Inc.
6328
Monarch Park Place
Niwot,
Colorado 80503
(303)
848-7000
(Name, address, including zip code and telephone
number, including area code, of agent for service)
With a copy to:
Nathaniel
G. Ford, Esq.
Jason
Day, Esq.
Faegre &
Benson LLP
3200
Wells Fargo Center
1700
Lincoln Street
Denver,
Colorado 80203
(303)
607-3500
Approximate date of commencement of
proposed sale to the public:
From time to time after the
effective date of this Registration Statement, as determined by market
conditions.
If the only securities being registered on this form
are being offered pursuant to dividend or interest reinvestment plans, please
check the following box:
o
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, please check the following
box:
x
If this Form is filed to register additional
securities for an offering pursuant to Rule 462(b) 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.
o
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.
o
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.
o
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.
o
Indicate by check mark whether the registrant is a
large accelerated filer, an accelerated filer, a non-accelerated filer, or a
smaller reporting company. See the definitions of large accelerated filer, accelerated
filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
(Check one):
Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
o
(Do not check if a smaller reporting company)
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Smaller reporting
company
o
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T
he Registrant hereby
amends this Registration Statement on such date or dates as may be necessary to
delay its effective date until the Registrant shall file a further amendment
which specifically states that this Registration Statement shall thereafter
become effective in accordance with Section 8(a) of the Securities
Act of 1933, as amended, or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly
caused this Amendment No. 1 to the Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Niwot
and the State of Colorado, on the 16th day of June, 2009.
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CROCS, INC.
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By:
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/s/ Russell
C. Hammer
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Russell C.
Hammer
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Chief Financial
Officer, Senior Vice President Finance, and Treasurer
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Pursuant to the
requirements of the Securities Act of 1933, this Amendment No. 1 to the
Registration Statement has been signed below by the following persons on behalf
of Crocs, Inc. in the capacities and on the dates indicated.
Signature
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Title
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Date
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(i) Principal Executive Officer
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/s/
John Duerden
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President,
Chief Executive Officer and Director
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June 16,
2009
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John Duerden
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(ii) Principal Financial Officer and
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Principal Accounting Officer
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/s/
Russell C. Hammer
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Chief Financial Officer, Senior Vice
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June 16,
2009
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Russell C. Hammer
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PresidentFinance, and
Treasurer
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(iii) Directors
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*
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Director
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June 16,
2009
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W.
Stephen Cannon
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*
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Director
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June 16,
2009
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Raymond D. Croghan
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*
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Director
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June 16,
2009
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Ronald L. Frasch
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*
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Director
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June 16,
2009
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Peter A. Jacobi
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*
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Chairman
of the Board
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June 16,
2009
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Richard
L. Sharp
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*
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Director
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June 16,
2009
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Thomas J. Smach
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*
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Director
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June 16,
2009
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Ronald R. Snyder
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*By:
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/s/ Russell C. Hammer
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Attorney-in-fact
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