As filed with the Securities and Exchange Commission on February 18, 2016

Registration No. 333-

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

 

Ollie’s Bargain Outlet Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		5331		80-0848819
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

 

 

6295 Allentown Boulevard

Suite 1

Harrisburg, Pennsylvania 17112

(717) 657-2300

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

John Swygert

Executive Vice President and Chief Financial Officer

6295 Allentown Boulevard

Suite 1

Harrisburg, Pennsylvania 17112

(717) 657-2300

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

 

Alexander D. Lynch, Esq. Faiza Rahman, Esq. Weil, Gotshal & Manges 767 Fifth Avenue New York, New York 10153 (212) 310-8000 (Phone) (212) 310-8007 (Fax)		Robert Bertram Vice President and General Counsel 6295 Allentown Boulevard Suite 1 Harrisburg, Pennsylvania 17112 (717) 657-2300		Marc Jaffe, Esq. Ian Schuman, Esq. Latham & Watkins LLP 885 Third Avenue New York, New York 10022 (212) 906-1200 (Phone) (212) 751-4864 (Fax)

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

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 Registration No. 333-209420.

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 post-effective amendment filed pursuant to Rule 462(d) 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. ¨

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 ¨		Accelerated filer ¨		Non-accelerated filer x (Do not check if a smaller reporting company)		Smaller reporting company ¨

 

 

 

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CALCULATION OF REGISTRATION FEE

 

Title of Each Class of Securities to be Registered		Amount to be Registered		Proposed Maximum Offering Price Per Share		Proposed Maximum Aggregate Offering Price		Amount of Registration Fee
Common stock, $0.001 par value per share		1,579,022(1)		$19.75(2)		$31,185,684.50		$3,140.40(3)

 

(1)

This amount is in addition to the 7,475,000 shares of common stock registered under the registration statement originally declared effective on February 18, 2016 (File No. 333-209420) and includes shares of common stock that may be purchased by the underwriters upon exercise of an option to purchase additional shares.

(2)	Based on the public offering price.

(3)	The registration fee is calculated in accordance with Rule 457(a) under the Securities Act of 1933, as amended, based on the proposed maximum aggregate offering price.

This registration statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

 

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EXPLANATORY NOTE AND INCORPORATION BY REFERENCE

This registration statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended. This registration statement relates to the registrant’s prior registration statement on Form S-1 (Registration No. 333-209420), originally filed on February 5, 2016, as amended (together with its exhibits the “Prior Registration Statement”), which was declared effective on February 18, 2016. The Prior Registration Statement is incorporated by reference herein.

 

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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 Harrisburg, State of Pennsylvania, on February 18, 2016.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on February 18, 2016.

 

Signature		Title
/s/ Mark Butler Mark Butler		President, Chief Executive Officer and Chairman of the Board (Principal Executive Officer)
* John Swygert		Executive Vice President and Chief Financial Officer (Principal Financial Officer)
* Jay Stasz		Senior Vice President of Finance and Chief Accounting Officer (Principal Accounting Officer)
* Richard Zannino		Director
* Joseph Scharfenberger		Director
* Douglas Cahill		Director
* Stanley Fleishman		Director
* Thomas Hendrickson		Director
* Robert Fisch		Director

 

*By:		/s/ Kenneth R. Bertram
		Kenneth R. Bertram Attorney-in-fact

 

 

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EXHIBIT INDEX

 

Exhibit Number		Description
5.1		Opinion of Weil Gotshal & Manges LLP (incorporated by reference to Exhibit 5.1 filed with the Prior Registration Statement).
23.1		Consent of KPMG LLP.
23.2		Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5.1).
24.1		Power of Attorney (included in signature page to the Prior Registration Statement).

 

5

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Ollie’s Bargain Outlet Holdings, Inc.:

We consent to the use of our report dated April 10, 2015, except as to Note 1(z) and Schedule I, which is as of June 17, 2015, with respect to the consolidated balance sheets as of January 31, 2015 and February 1, 2014, and the related consolidated statements of income, stockholder’s equity, and cash flows for each of the fiscal years in the two-year period ended January 31, 2015, and the related financial statement schedule, incorporated by reference herein and to the reference to our firm under the heading “Experts” in the prospectus.

/s/ KPMG LLP

Philadelphia, Pennsylvania

February 18, 2016