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|lululemon athletica Files Post-Effective Amendment to Registration Statement for Outstanding Exchangeable Shares|
VANCOUVER, Mar 30, 2009 (BUSINESS WIRE) -- 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. as well as an equal number of currently outstanding shares of the Company's Special Voting Stock, so there will be no change in the number of shares of Common Stock deemed outstanding.
About lululemon athletica inc.
lululemon athletica (NASDAQ:LULU; TSX:LLL) is a yoga-inspired athletic apparel company that creates components for people to live longer, healthier and more fun lives. By producing products that help keep people active and stress free, lululemon believes that the world will be a better place. Setting the bar in technical fabrics and functional designs, lululemon works with yogis and athletes in local communities for continuous research and product feedback. For more information, please see http://www.lululemon.com.
This press release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that involve risks, uncertainties and assumptions, such as statements regarding our future financial condition. In many cases, you can identify forward-looking statements by terms such as "may," "will," "should," "expects," "plans," "anticipates," "believes," "intends," "estimates," "predicts," "potential" or the negative of these terms or other comparable terminology. These forward-looking statements are based on management's current expectations but they involve a number of risks and uncertainties. Actual results and the timing of events could differ materially from those anticipated in the forward-looking statements as a result of risks and uncertainties, which include, without limitation, those risk factors detailed in our filings with the Securities and Exchange Commission, including risk factors contained in our Annual Report on Form 10-K for our 2008 fiscal year, and other filings we make with the SEC. Our filings with the SEC are available at www.sec.gov. You are urged to consider these factors carefully in evaluating the forward-looking statements herein and are cautioned not to place undue reliance on such forward-looking statements, which are qualified in their entirety by this cautionary statement. The forward-looking statements made herein speak only as of the date of this press release and the company undertakes no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.
SOURCE: lululemon athletica inc.
Copyright Business Wire 2009
|"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: Statements in this press release regarding lululemon athletica inc (PR)'s business which are not historical facts are "forward-looking statements" that involve risks and uncertainties. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see "Risk Factors" in the Company's Annual Report or Form 10-K for the most recently ended fiscal year.|