0000885245-20-000029.txt : 20200710 0000885245-20-000029.hdr.sgml : 20200710 20200710142033 ACCESSION NUMBER: 0000885245-20-000029 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20200710 DATE AS OF CHANGE: 20200710 EFFECTIVENESS DATE: 20200710 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BUCKLE INC CENTRAL INDEX KEY: 0000885245 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-FAMILY CLOTHING STORES [5651] IRS NUMBER: 470366193 STATE OF INCORPORATION: NE FISCAL YEAR END: 0130 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-239798 FILM NUMBER: 201022807 BUSINESS ADDRESS: STREET 1: 2407 W 24TH ST CITY: KEARNEY STATE: NE ZIP: 68847 BUSINESS PHONE: 3082368491 MAIL ADDRESS: STREET 1: P O BOX 1480 CITY: KEARNEY STATE: NE ZIP: 68848-1480 S-8 1 s-8x2008planxjune2020update.htm THE BUCKLE, INC. S-8 Document


As filed with the Securities and Exchange Commission on July 10, 2020
Registration Statement No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

THE BUCKLE, INC.
(Exact name of registrant as specified in its charter)
Nebraska
 
47-0366193
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification Number)
 
 
 
2407 West 24th Street
Kearney, Nebraska 68845
(Address of principal executive offices) (Zip Code)

THE BUCKLE, INC. 2008 DIRECTOR RESTRICTED STOCK PLAN
(Full title of the plan)

Thomas B. Heacock
The Buckle, Inc.
2407 West 24th Street
Kearney, Nebraska 68845
(Name and address of agent for service)

(308) 236-8491
(Telephone number, including area code, of agent for service)

With a copy to:

Robert J. Routh, Esq.
Cline Williams, Wright Johnson & Oldfather, L.L.P.
1900 U.S. Bank Building
233 South 13th Street
Lincoln, Nebraska 68508
(402) 474-6900

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer o
 
Accelerated filer x
Non-accelerated filer o
 
Smaller reporting company o
 
 
Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o




CALCULATION OF REGISTRATION FEE
 
 
 
 
 
Title of securities to be registered

Amount
to be registered(1)(2)
Proposed
maximum offering
price per share(3)
Proposed
maximum aggregate
offering price(3)


Amount of
registration fee
Common stock, $0.01 par value
90,000
$16.40
$1,476,000
$191.58

(1) 
Represents additional shares available for issuance under The Buckle, Inc. 2008 Director Restricted Stock Plan (the “Plan”).

(2) 
In addition, pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers any additional shares of Common Stock that become issuable pursuant to the anti-dilution provisions of the Plan by reason of any future stock splits, stock dividends, or similar transactions.

(3) 
The proposed maximum offering price was determined in accordance with Rule 457(c) and Rule 457(h) under the Securities Act, based on the average of the high and low prices reported by the New York Stock Exchange on July 8, 2020.






EXPLANATORY NOTE

This Registration Statement on Form S-8 (this “Registration Statement”) of The Buckle, Inc. (the “Company”) is being filed pursuant to General Instruction E to Form S-8 under the Securities Act of 1933, as amended. This Registration Statement is being filed to register 90,000 additional shares of Common Stock, par value $0.01 per share (the “Common Stock”), issuable pursuant to The Buckle, Inc. 2008 Director Restricted Stock Plan (the “Plan”). The remaining 180,000 shares of Common Stock issuable under the Plan have been registered previously by the Company on (i) its Registration Statement on Form S-8 (No. 333-158379) (the “Original Registration Statement”) and (ii) its Registration Statement on Form S-8 (No. 333-205671) (the “First Additional Registration Statement”). The Original Registration Statement and the First Additional Registration Statement are incorporated herein by this reference.

Item 8.    Exhibits.

Exhibit Number
 
Description
5.1
 
Opinion of Cline Williams Wright Johnson & Oldfather, L.L.P. (filed herewith).
23.1
 
Consent of Cline Williams Wright Johnson & Oldfather, L.L.P. (included in Exhibit 5.1).
23.2
 
Consent of Deloitte & Touche LLP (filed herewith).
24.1
 
Power of Attorney (included on the signature page to this Registration Statement on Form S-8).





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‑8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kearney, State of Nebraska, on July 10, 2020.

 
THE BUCKLE, INC.
 
 
 
 
By:
/s/ Dennis H. Nelson
 
 
Dennis H. Nelson,
 
 
President and CEO
 
 
(Principal Executive Officer)
 
 
 
 
By:
/s/ Thomas B. Heacock
 
 
Thomas B. Heacock
 
 
Senior Vice President of Finance, Treasurer, and CFO
 
 
(Principal Financial Officer)








POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Dennis H. Nelson and Thomas B. Heacock, or either of them, as such person’s true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any amendments to this Registration Statement, including post-effective amendments, and registration statements filed pursuant to Rule 462 under the Securities Act, and to file the same, with exhibits thereto and other documents in connection therewith, with the Commission, and does hereby grant unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that each of said attorney-in-fact and agent, or his substitute therefor, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
Title
Date
 
 
 
/s/ Daniel J. Hirschfeld
Director and
Chairman of the Board
July 10, 2020
Daniel J. Hirschfeld
 
 
 
/s/ Dennis H. Nelson
Director, President and CEO
July 10, 2020
Dennis H. Nelson
 
 
 
/s/ Thomas B. Heacock
Director, Senior Vice President of Finance, Treasurer, and CFO
July 10, 2020
Thomas B. Heacock
 
 
 
/s/ Kari G. Smith
Director, Executive Vice President of Stores
July 10, 2020
Kari G. Smith
 
 
 
/s/ Hank M. Bounds
 
 
Hank M. Bounds
Director
July 10, 2020
 
 
 
/s/ Bill L. Fairfield
 
 
Bill L. Fairfield
Director
July 10, 2020
 
 
 
/s/ Bruce L. Hoberman
 
 
Bruce L. Hoberman
Director
July 10, 2020
 
 
 
/s/ Michael E. Huss
 
 
Michael E. Huss
Director
July 10, 2020
 
 
 
/s/ Angie J. Klein
 
 
Angie J. Klein
Director
July 10, 2020
 
 
 
/s/ John P. Peetz, III
 
 
John P. Peetz, III
Director
July 10, 2020
 
 
 
/s/ Karen B. Rhoads
 
 
Karen B. Rhoads
Director
July 10, 2020
 
 
 
/s/ James E. Shada
 
 
James E. Shada
Director
July 10, 2020





EXHIBIT INDEX

Exhibit Number
 
Description
 
Opinion of Cline Williams Wright Johnson & Oldfather, L.L.P. (filed herewith).
 
Consent of Cline Williams Wright Johnson & Oldfather, L.L.P. (included in Exhibit 5.1).
 
Consent of Deloitte & Touche LLP (filed herewith).
 
Power of Attorney (included on the signature page to this Registration Statement on Form S-8).




 EX-5.1 2 ex51legalopinionconsent-20.htm EXHIBIT 5.1 Exhibit


EXHIBIT 5.1

July 10, 2020


Mr. Dennis H. Nelson
President and Chief Executive Officer
The Buckle, Inc.
2407 West 24th Street
Kearney, Nebraska 68845

Re:
Registration of 90,000 Additional Shares of Common Stock on Form S-8 for The Buckle, Inc. 2008 Director Restricted Stock Plan
        
Dear Mr. Nelson:

We have acted as legal counsel for The Buckle, Inc., a Nebraska corporation (the “Company”), in connection with the Company’s preparation of the above referenced registration of 90,000 additional shares of common stock (the “Shares”) on Form S-8 (the “Form S‑8”) being filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”). The Shares to be registered are issuable pursuant to The Buckle, Inc. 2008 Director Restricted Stock Plan (the “Plan”).

In connection herewith, we have examined: (i) the Form S-8; (ii) the Articles of Incorporation, as amended, and the By-laws of the Company; (iii) the corporate minutes and proceedings of the Company applicable to the filing of the Form S-8; and (iv) such other proceedings, documents and records as we deemed necessary or appropriate for the purposes of making this opinion. In making such examinations, we have assumed the genuineness of all signatures on all documents and conformed originals to all copies submitted to us as conformed or photocopies. In addition to such examination, we have ascertained or verified such additional facts as we deem necessary or appropriate for purposes of this opinion. However, as to various questions of fact material to our opinion, we have relied upon representations, statements or certificates of officers, directors or representatives of the Company or others.

Based upon the foregoing, we are of the opinion that: (i) the Company has been legally incorporated and is validly existing under the laws of the State of Nebraska; and (ii) the Shares issued pursuant to the Plan, upon issuance and payment therefor, as contemplated by the Plan and the Form S-8, will be validly issued, fully paid and non-assessable common stock of the Company.

We hereby consent to the filing of this opinion as an exhibit to the Form S-8. In giving this consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations of the Commission promulgated thereunder.

Very truly yours,

/s/ Cline Williams Wright Johnson & Oldfather, L.L.P.    
    



 EX-23.2 3 ex232auditconsent-2008plan.htm EXHIBIT 23.2 Exhibit


EXHIBIT 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated April 1, 2020, relating to the financial statements of The Buckle, Inc. and subsidiary, and the effectiveness of The Buckle, Inc. and subsidiary’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of The Buckle, Inc. and subsidiary for the year ended February 1, 2020.

/s/ Deloitte & Touche LLP
 
Omaha, Nebraska
July 10, 2020