Delaware
|
5999f | 36-3685240 | ||
(State or other jurisdiction
of
incorporation or organization) |
(Primary Standard Industrial
Classification Code Number) |
(I.R.S. Employer
Identification No.) |
Christopher D. Lueking, Esq. | Leland Hutchinson, Esq. | |
Latham & Watkins LLP | Winston & Strawn LLP | |
233 S. Wacker Drive, Suite 5800 | 35 W. Wacker Drive | |
Chicago, Illinois 60606 | Chicago, Illinois 60601 | |
(312) 876-7700 | (312) 558-5600 |
Proposed
Maximum
|
Amount of
|
|||
Title of Each
Class of Securities
|
Aggregate
|
Registration
|
||
to be Registered | Offering Price(1) | Fee(2) | ||
Common Stock, par value $.0158 per
share
|
$149,612,072 | $4,594 | ||
Preferred stock purchase rights(3)
|
| | ||
(1) | Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933. Includes shares of common stock subject to the underwriters option. |
(2) | In connection with its filing on Form S-1 on July 6, 2007, the Registrant paid an aggregate filing fee of $3,531 with respect to the registration of common stock with a proposed maximum aggregate offering price of $115,000,000. Concurrently with the filing of this Amendment No. 2 to the Registration Statement, the Registrant has transmitted $1,063, representing the additional filing fee payable with respect to the $34,612,072 increase in the proposed maximum aggregate offering price set forth herein. |
(3) | The preferred stock purchase rights initially will trade together with the common stock. The value attributable to the preferred stock purchase rights, if any, is reflected in the offering price of the common stock. |
The
information in this preliminary prospectus is not complete and
may be changed. We may not sell these securities until the
registration statement filed with the Securities and Exchange
Commission is effective. This prospectus is not an offer to sell
these securities and we are not soliciting an offer to buy these
securities in any state where the offer or sale is not
permitted.
|
|
||||||
Per share | Total | |||||
|
||||||
Public offering price
|
$ | $ | ||||
Underwriting discounts and
commissions
|
$ | $ | ||||
Proceeds to ULTA, before expenses
|
$ | $ | ||||
Proceeds to the selling
stockholders, before expenses
|
$ | $ | ||||
JPMorgan | Wachovia Securities |
Thomas
Weisel Partners LLC
|
Cowen
and Company
|
Piper Jaffray |
Page | ||||||||
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115 | ||||||||
119 | ||||||||
119 | ||||||||
119 | ||||||||
F-1 | ||||||||
Opinion of Latham & Watkins LLP | ||||||||
2007 Incentive Award Plan | ||||||||
Lease | ||||||||
Consent of Ernst & Young LLP |
i
1
2
| Growing our store base to our long-term potential of over 1,000 stores. |
| Increasing our sales and profitability by expanding our prestige brand offerings. |
| Improving our profitability by leveraging our fixed costs. |
| Continuing to enhance our brand awareness to generate sales growth. |
| Driving increased customer traffic to our salons. |
| Expanding our online business. |
| We may be unable to compete effectively in our highly competitive markets. |
| If we are unable to gauge beauty trends and react to changing consumer preferences in a timely manner, our sales will decrease. |
| Our failure to retain our existing senior management team and to continue to attract qualified new personnel could adversely affect our business. |
| We intend to continue to open new stores, which could strain our resources and have a material adverse effect on our business and financial performance. |
| The capacity of our distribution and order fulfillment infrastructure may not be adequate to support our recent growth and expected future growth plans, which could prevent the successful implementation of these plans or cause us to incur costs to expand this infrastructure. |
| Any material disruption of our information systems could negatively impact financial results and materially adversely affect our business operations. |
3
4
Common stock offered by us | 7,666,667 shares |
Common stock offered by the selling stockholders | 881,091 shares |
Common stock to be outstanding after the offering | 56,673,119 shares |
Use of proceeds | We intend to use the net proceeds of approximately $103.4 million from this offering to pay in full the approximately $93.4 million of accumulated dividends in arrears on our preferred stock and the approximately $4.8 million redemption price of the Series III preferred stock, and to use any remaining proceeds to reduce our borrowings under our third amended and restated loan and security agreement. We will not receive any proceeds from the sale of common stock by the selling stockholders. |
Dividends | We have never paid any dividends on our common stock and do not anticipate paying any dividends on our common stock in the foreseeable future. See Dividend policy. | |
Preferred stock purchase rights | Each share of common stock offered hereby will have associated with it one preferred stock purchase right under the stockholder rights agreement which we intend to adopt in connection with this offering. Each of these rights will entitle its holder to purchase one one-thousandth of a share of Series A junior participating preferred stock at a purchase price specified in the stockholder rights agreement under the circumstances provided therein. See Description of capital stockStockholder rights agreement. | |
Proposed NASDAQ Global Select Market symbol | ULTA | |
Risk factors | See Risk factors and other information included in this prospectus for a discussion of some of the factors you should consider before deciding to purchase our common stock. |
| a 0.632-for-1 reverse split of our common stock, which will be effective upon the effectiveness of the registration statement of which this prospectus is a part, resulting in 7,482,453 shares outstanding as of August 4, 2007; |
| the conversion of all outstanding shares of our Series I, Series II, Series IV, Series V and Series V-1 preferred stock into an aggregate of 41,523,999 shares of common stock effective upon the consummation of this offering pursuant to the terms of our restated certificate of incorporation; |
5
| the redemption of all outstanding shares of our Series III preferred stock effective upon the consummation of this offering for an aggregate of approximately $4.8 million pursuant to the terms of our restated certificate of incorporation; and |
| no exercise by the underwriters of their option to purchase 1,282,164 additional shares of common stock to cover over-allotments. |
| 538,029 shares of common stock issuable upon exercise of outstanding options under our Second Amended and Restated Restricted Stock Option Plan, as amended, or the Old Plan, at a weighted average exercise price of $0.78 per share. No further awards will be made under the Old Plan; and |
| 4,110,664 shares of common stock issuable upon exercise of outstanding options under our 2002 Equity Incentive Plan, or the 2002 Plan, at a weighted average exercise price of $6.79. |
6
|
|||||||||||||||||
Fiscal year ended(1) | Six months ended | ||||||||||||||||
January 29,
|
January 28,
|
February 3,
|
July 29,
|
August 4,
|
|||||||||||||
(Dollars in thousands, except per share and per square foot data) | 2005 | 2006 | 2007 | 2006 | 2007 | ||||||||||||
Consolidated income statement
data:
|
|||||||||||||||||
Net sales(2)
|
$ | 491,152 | $ | 579,075 | $ | 755,113 | $ | 322,026 | $ | 394,562 | |||||||
Cost of sales
|
346,585 | 404,794 | 519,929 | 221,906 | 276,017 | ||||||||||||
Gross profit
|
144,567 | 174,281 | 235,184 | 100,120 | 118,545 | ||||||||||||
Selling, general, and
administrative expenses
|
121,999 | 140,145 | 188,000 | 80,921 | 99,170 | ||||||||||||
Pre-opening expenses
|
4,072 | 4,712 | 7,096 | 2,427 | 4,570 | ||||||||||||
Operating income
|
18,496 | 29,424 | 40,088 | 16,772 | 14,805 | ||||||||||||
Interest expense
|
2,835 | 2,951 | 3,314 | 1,457 | 2,158 | ||||||||||||
Income before income taxes
|
15,661 | 26,473 | 36,774 | 15,315 | 12,647 | ||||||||||||
Income tax expense
|
6,201 | 10,504 | 14,231 | 6,051 | 5,122 | ||||||||||||
Net income
|
$ | 9,460 | $ | 15,969 | $ | 22,543 | $ | 9,264 | $ | 7,525 | |||||||
Net income (loss) per share:
|
|||||||||||||||||
Basic
|
$ | (0.70 | ) | $ | 0.74 | $ | 1.38 | $ | 0.48 | $ | (0.01 | ) | |||||
Diluted
|
$ | (0.70 | ) | $ | 0.33 | $ | 0.45 | $ | 0.19 | $ | (0.01 | ) | |||||
Weighted average number of shares:
|
|||||||||||||||||
Basic
|
3,180,611 | 4,094,233 | 5,770,601 | 4,823,169 | 7,289,310 | ||||||||||||
Diluted
|
3,180,611 | 48,196,240 | 49,920,577 | 48,850,350 | 7,289,310 | ||||||||||||
|
7
|
|||||||||||||||
Fiscal year ended(1) | Six months ended | ||||||||||||||
January 29,
|
January 28,
|
February 3,
|
July 29,
|
August 4,
|
|||||||||||
(Dollars in thousands, except per share and per square foot data) | 2005 | 2006 | 2007 | 2006 | 2007 | ||||||||||
Other operating data:
|
|||||||||||||||
Comparable store sales increase(3)
|
8.0% | 8.3% | 14.5% | 12.9% | 7.8% | ||||||||||
Number of stores end of period
|
142 | 167 | 196 | 177 | 211 | ||||||||||
Total square footage end of period
|
1,464,330 | 1,726,563 | 2,023,305 | 1,826,723 | 2,183,595 | ||||||||||
Total square footage per store(4)
|
10,312 | 10,339 | 10,323 | 10,320 | 10,349 | ||||||||||
Average total square footage(5)
|
1,374,005 | 1,582,935 | 1,857,885 | 1,710,371 | 2,029,412 | ||||||||||
Net sales per average total square
foot(6)
|
$ | 357 | $ | 366 | $ | 398 | $ | 375 | $ | 408 | |||||
Capital expenditures
|
34,807 | 41,607 | 62,331 | 18,370 | 42,889 | ||||||||||
Depreciation and amortization
|
18,304 | 22,285 | 29,736 | 12,241 | 19,103 | ||||||||||
Consolidated balance sheet
data:
|
|||||||||||||||
Cash and cash equivalents
|
$ | 3,004 | $ | 2,839 | $ | 3,645 | $ | 3,116 | $ | 3,165 | |||||
Working capital
|
69,955 | 76,473 | 88,105 | 76,613 | 74,681 | ||||||||||
Property and equipment, net
|
114,912 | 133,003 | 162,080 | 138,209 | 196,919 | ||||||||||
Total assets
|
253,425 | 282,615 | 338,597 | 298,796 | 397,594 | ||||||||||
Total debt(7)
|
47,008 | 50,173 | 55,529 | 59,864 | 93,618 | ||||||||||
Total stockholders equity
|
105,308 | 123,015 | 148,760 | 133,583 | 161,007 | ||||||||||
|
(1) | Our fiscal year-end is the Saturday closest to January 31 based on a 52/53-week year. Each fiscal year consists of four 13-week quarters, with an extra week added onto the fourth quarter every five or six years. | |
(2) | Fiscal 2006 was a 53-week operating year and the 53rd week represented approximately $16.4 million in net sales. | |
(3) | Comparable store sales increase reflects sales for stores beginning on the first day of the 14th month of operation. Remodeled stores are included in comparable store sales unless the store was closed for a portion of the current or comparable prior period. | |
(4) | Total square footage per store is calculated by dividing total square footage at end of period by number of stores at end of period. | |
(5) | Average total square footage represents a weighted average which reflects the effect of opening stores in different months throughout the period. | |
(6) | Net sales per average total square foot was calculated by dividing net sales for the trailing 12-month period by the average square footage for those stores open during each period. The fiscal 2006 and first quarter fiscal 2007 net sales per average total square foot amounts were adjusted to exclude the net sales effects of the 53rd week. | |
(7) | Total debt includes approximately $4.8 million related to the Series III redeemable preferred stock, which is presented between the liabilities section and the equity section of our consolidated balance sheet for all periods presented. |
8
| recognize and define product and beauty trends; |
| anticipate, gauge and react to changing consumer demands in a timely manner; |
| translate market trends into appropriate, saleable product and service offerings in our stores and salons in advance of our competitors; |
| develop and maintain vendor relationships that provide us access to the newest merchandise on reasonable terms; and |
| distribute merchandise to our stores in an efficient and effective manner and maintain appropriate in-stock levels. |
9
10
11
12
13
14
| Our rapidly expanding workforce, growing in pace with our number of stores, makes us vulnerable to changes in labor and employment laws. In addition, changes in federal and state minimum wage laws and other laws relating to employee benefits could cause us to incur additional wage and benefits costs, which could hurt our profitability and affect our growth strategy. |
| Ensuring compliance with local zoning and real estate land use restrictions across numerous jurisdictions is increasingly challenging as we grow the number of our stores in new cities and states. Our store leases generally require us to provide a certificate of occupancy with respect to the interior build-out of our stores (landlords generally provide the certificate of occupancy with respect to the shell of the store and the larger shopping area and common areas), and while we strive to remain in compliance with local building codes relating to the interior build-out of our stores, the constantly increasing number of local jurisdictions in which we |
15
| Our salon business is subject to state board regulations and state licensing requirements for our stylists and our salon procedures. Failure to maintain compliance with these regulatory and licensing requirements could jeopardize the viability of our salons. |
| We operate stores in California, which has enacted legislation commonly referred to as Proposition 65 requiring that clear and reasonable warnings be given to consumers who are exposed to chemicals known to the State of California to cause cancer or reproductive toxicity. Although we have sought to comply with Proposition 65 requirements, there can be no assurance that we will not be adversely affected by litigation relating to Proposition 65. |
16
17
18
| differences between our actual financial and operating results and those expected by investors; |
| fluctuations in quarterly operating results; |
| our performance during peak retail seasons such as the holiday season; |
| market conditions in our industry and the economy as a whole; |
| changes in the estimates of our operating performance or changes in recommendations by any research analysts that follow our stock or any failure to meet the estimates made by research analysts; |
| investors perceptions of our prospects and the prospects of the beauty products and salon services industries; |
| the performance of our key vendors; |
| announcements by us, our vendors or our competitors of significant acquisitions, divestitures, strategic partnerships, joint ventures or capital commitments; |
| introductions of new products or new pricing policies by us or by our competitors; |
| recruitment or departure of key personnel; and |
| the level and quality of securities research analyst coverage for our common stock. |
19
| changes in our merchandising strategy or mix; |
| performance of our new and remodeled stores; |
| the effectiveness of our inventory management; |
| timing and concentration of new store openings, including additional human resource requirements and related pre-opening and other start-up costs; |
| cannibalization of existing store sales by new store openings; |
| levels of pre-opening expenses associated with new stores; |
| timing and effectiveness of our marketing activities, such as catalogs and newspaper inserts; |
| seasonal fluctuations due to weather conditions; |
| actions by our existing or new competitors; and |
| general U.S. economic conditions and, in particular, the retail sales environment. |
20
21
| dividing our board of directors into three classes serving staggered three-year terms; |
| authorizing our board of directors to issue preferred stock and additional shares of our common stock without stockholder approval; |
| prohibiting stockholder actions by written consent; |
| prohibiting our stockholders from calling a special meeting of stockholders; |
| prohibiting our stockholders from making certain changes to our amended and restated certificate of incorporation or amended and restated bylaws except with 66 2 / 3 % stockholder approval; and |
| requiring advance notice for raising business matters or nominating directors at stockholders meetings. |
22
23
24
25
27
on an actual basis
on a pro forma basis, giving effect to (i) the filing, and
effectiveness prior to the consummation of this offering, of an
amended and restated certificate of incorporation to provide for
authorized capital stock of 400,000,000 shares of common
stock and 70,000,000 shares of undesignated preferred
stock, (ii) the automatic conversion of all outstanding
shares of our preferred stock, other than our Series III
preferred stock, into an aggregate of 41,523,999 shares of
common stock, (iii) a 0.632-for-1 reverse split of our
common stock, including all common stock issuable upon
conversion of our preferred stock, (iv) the payment in full
of the approximately $93.4 million ($89.4 million as
of August 4, 2007) of accumulated dividends in arrears on
our preferred stock upon the consummation of this offering,
(v) the redemption of our Series III preferred stock
for approximately $4.8 million concurrently with the
closing of this offering, and (vi) the sale by us of
7,666,667 shares of common stock in this offering, at an
assumed initial public offering price of $15.00 per share
(the midpoint of the range set forth on the cover of this
prospectus), after deducting underwriting discounts and
commissions and estimated offering expenses; as if such
amendment, conversion, payment, redemption and sale had occurred
on, or was effective as of, August 4, 2007
(unaudited)
As of
August 4, 2007
(Dollars in
thousands, except per share data)
Actual
Pro
forma
$
88,826
$
79,668
4,792
45,531
74,455
49,266
26
Table of Contents
(unaudited)
As of
August 4, 2007
(Dollars in
thousands, except per share data)
Actual
Pro forma
58,971
2,457
$
230,680
(1,815
)
122
899
(2,321
)
(2,321
)
17,753
259,791
(83,336
)
(83,336
)
(76
)
(76
)
161,007
174,957
$
254,625
$
254,625
(1)
Upon consummation of this offering,
the company is required to redeem all Series III preferred
stock. The company has determined that the Series III preferred
stock should be presented between the liabilities section and
the equity section of the balance sheet as provided by guidance
contained in EITF
Topic D-98,
Classification and Measurement of Redeemable
Securities.
Under this guidance, classification in the
permanent equity section is not considered appropriate because
the Series III preferred stock is redeemable upon majority
vote of the board of directors to authorize this offering and
the board of directors is controlled by the holders of our
preferred stock.
(2)
Preferred stock as presented in the
table above includes accumulated dividends in arrears as of
August 4, 2007 as follows (in thousands):
$
29,952
30,106
28,214
1,133
$
89,405
538,029 shares of common stock issuable upon exercise of
outstanding options under the Old Plan, at a weighted average
exercise price of $0.78 per share. No further awards will be
made under the Old Plan; and
4,110,664 shares of common stock issuable upon exercise of
outstanding options under the 2002 Plan, at a weighted average
exercise price of $6.79.
Table of Contents
39
45
47
$
15.00
$
3.38
(0.29
)
3.09
$
11.91
28
Table of Contents
Shares
purchased
Total
consideration
Average price
Number
Percentage
Amount
Percentage
per
share
49,006,452
86.5
%
$
149,786,436
56.6
%
$
3.06
7,666,667
13.5
115,000,000
43.4
15.00
56,673,119
100.0
%
$
264,786,436
100.0
%
$
4.67
29
Table of Contents
30
Table of Contents
(Dollars in
thousands, except
Fiscal year
ended(1)
Six months
ended
per share and per
square
February 1,
January 31,
January 29,
January 28,
February 3,
July 29,
August 4,
foot
data)
2003
2004
2005
2006
2007
2006
2007
$
362,217
$
423,863
$
491,152
$
579,075
$
755,113
$
322,026
$
394,562
259,836
312,203
346,585
404,794
519,929
221,906
276,017
102,381
111,660
144,567
174,281
235,184
100,120
118,545
86,382
98,446
121,999
140,145
188,000
80,921
99,170
2,751
2,318
4,072
4,712
7,096
2,427
4,570
13,248
10,896
18,496
29,424
40,088
16,772
14,805
2,349
2,789
2,835
2,951
3,314
1,457
2,158
10,899
8,107
15,661
26,473
36,774
15,315
12,647
1,203
3,023
6,201
10,504
14,231
6,051
5,122
$
9,696
$
5,084
$
9,460
$
15,969
$
22,543
$
9,264
$
7,525
$
0.05
$
(2.36
)
$
(0.70
)
$
0.74
$
1.38
$
0.48
$
(0.01
)
$
0.02
$
(2.36
)
$
(0.70
)
$
0.33
$
0.45
$
0.19
$
(0.01
)
1,936,416
2,330,875
3,180,611
4,094,233
5,770,601
4,823,169
7,289,310
3,960,891
2,330,875
3,180,611
48,196,240
49,920,577
48,850,350
7,289,310
6.9%
6.2%
8.0%
8.3%
14.5%
12.9%
7.8%
112
126
142
167
196
177
211
1,127,708
1,285,857
1,464,330
1,726,563
2,023,305
1,826,723
2,183,595
10,069
10,205
10,312
10,339
10,323
10,320
10,349
1,046,793
1,216,777
1,374,005
1,582,935
1,857,885
1,710,371
2,029,412
$
346
$
348
$
357
$
366
$
398
$
375
$
408
27,430
30,354
34,807
41,607
62,331
18,370
42,889
12,522
15,411
18,304
22,285
29,736
12,241
19,103
$
2,628
$
3,178
$
3,004
$
2,839
$
3,645
$
3,116
$
3,165
59,589
60,751
69,955
76,473
88,105
76,613
74,681
85,180
99,577
114,912
133,003
162,080
138,209
196,919
195,059
206,420
253,425
282,615
338,597
298,796
397,594
37,229
42,906
47,008
50,173
55,529
59,864
93,618
87,359
92,778
105,308
123,015
148,760
133,583
161,007
(1)
Our fiscal year-end is the Saturday
closest to January 31 based on a 52/53-week year. Each fiscal
year consists of four 13-week quarters, with an extra week added
onto the fourth quarter every five or six years.
(2)
Fiscal 2006 was a 53-week operating
year and the 53rd week represented approximately
$16.4 million in net sales.
31
Table of Contents
(3)
Comparable store sales increase
reflects sales for stores beginning on the first day of the 14th
month of operation. Remodeled stores are included in comparable
store sales unless the store was closed for a portion of the
current or comparable prior period.
(4)
Total square footage per store is
calculated by dividing total square footage at end of period by
number of stores at end of period.
(5)
Average total square footage
represents a weighted average which reflects the effect of
opening stores in different months throughout the period.
(6)
Net sales per average total square
foot was calculated by dividing net sales for the trailing
12-month
period by the average square footage for those stores open
during each period. The fiscal 2006 and first quarter fiscal
2007 net sales per average total square foot amounts were
adjusted to exclude the net sales effects of the 53rd week.
(7)
Total debt includes approximately
$4.8 million related to the Series III preferred stock,
which is presented between the liabilities section and the
equity section of our consolidated balance sheet for all periods.
32
Table of Contents
33
Table of Contents
34
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35
Table of Contents
the introduction of new products or brands;
the location of new stores in existing store markets;
competition;
our ability to respond on a timely basis to changes in consumer
preferences;
the effectiveness of our various marketing activities; and
the number of new stores opened and the impact on the average
age of all of our comparable stores.
the cost of merchandise sold, including all vendor allowances,
which are treated as a reduction of merchandise costs;
warehousing and distribution costs including labor and related
benefits, freight, rent, depreciation and amortization, real
estate taxes, utilities, and insurance;
store occupancy costs including rent, depreciation and
amortization, real estate taxes, utilities, repairs and
maintenance, insurance, licenses, and cleaning expenses;
salon payroll and benefits; and
shrink and inventory valuation reserves.
36
Table of Contents
payroll, bonus, and benefit costs for retail and corporate
employees;
advertising and marketing costs;
occupancy costs related to our corporate office facilities;
public company expense including Sarbanes-Oxley compliance
expenses;
stock-based compensation expense related to option exercises
which will result in increases in expense as we implemented a
structured stock option compensation program in 2007;
depreciation and amortization for all assets except those
related to our retail and warehouse operations which is included
in cost of sales; and
legal, finance, information systems and other corporate overhead
costs.
37
Table of Contents
Fiscal year
ended
Six months
ended
January 29,
January 28,
February 3,
July 29,
August 4,
(Dollars
in thousands)
2005
2006
2007
2006
2007
$
491,152
$
579,075
$
755,113
$
322,026
$
394,562
346,585
404,794
519,929
221,906
276,017
144,567
174,281
235,184
100,120
118,545
121,999
140,145
188,000
80,921
99,170
4,072
4,712
7,096
2,427
4,570
18,496
29,424
40,088
16,772
14,805
2,835
2,951
3,314
1,457
2,158
15,661
26,473
36,774
15,315
12,647
6,201
10,504
14,231
6,051
5,122
$
9,460
$
15,969
$
22,543
$
9,264
$
7,525
142
167
196
177
211
8.0%
8.3%
14.5%
12.9%
7.8%
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Fiscal year
ended
Six months
ended
January 29,
January 28,
February 3,
July 29,
August 4,
(Percentage
of net sales)
2005
2006
2007
2006
2007
100.0%
100.0%
100.0%
100.0%
100.0%
70.6%
69.9%
68.9%
68.9%
70.0%
29.4%
30.1%
31.1%
31.1%
30.0%
24.8%
24.2%
24.9%
25.1%
25.1%
0.8%
0.8%
0.9%
0.8%
1.2%
3.8%
5.1%
5.3%
5.2%
3.7%
0.6%
0.5%
0.4%
0.4%
0.5%
3.2%
4.6%
4.9%
4.8%
3.2%
1.3%
1.8%
1.9%
1.9%
1.3%
1.9%
2.8%
3.0%
2.9%
1.9%
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40
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an increase of $176.0 million in net sales from new stores
and comparable sales growth;
a 0.6 percentage point improvement in salon payroll and
benefits as a percentage of net sales driven by improved salon
stylist productivity resulting from a continued focus on
training programs and other strategic initiatives;
a 0.5 percentage point decrease due to $3.5 million of
planned accelerated depreciation related to our store remodel
program;
a 0.3 percentage point improvement resulting from a
reduction in merchandise shrink as a result of continued focus
and improvement in overall store and supply chain inventory
controls and specific in-store initiatives targeted at
controlling merchandise loss, and improvement in our
distribution and supply chain costs as we focus on increasing
the efficiency of these operations and leverage the growth in
our store base; and
a 0.3 percentage point improvement in leverage of store
occupancy costs as a result of comparable store sales growth.
operating expenses from new stores opened in fiscal 2005 and
fiscal 2006;
a non-recurring stock compensation charge of $2.8 million,
or 0.4 percentage point of net sales, primarily related to
a former executive of the company;
41
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$0.7 million of share-based compensation expense related to
our adoption of Statement of Financial Accounting Standards
(SFAS) 123R in fiscal 2006 which increased selling, general, and
administrative expenses by 0.1 percentage point of net
sales; and
$0.6 million of incremental asset write-offs related to
closed or remodeled stores representing 0.1 percentage
point of net sales.
42
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an increase of $87.9 million in net sales from new store
sales and comparable sales growth;
a 0.4 percentage point improvement due to reduction in
merchandise shrink resulting from specific supply chain and
in-store initiatives targeted at controlling merchandise loss,
and improvement in our distribution and supply-chain costs as we
focus on increasing the efficiency of those operations and
leverage the growth in our store base; and
a 0.4 percentage point improvement in salon payroll and
benefits as a percentage of net sales driven by improved salon
stylist productivity resulting from focused training programs
and other strategic initiatives.
operating expenses from new stores opened in fiscal 2004 and
fiscal 2005; and
a 0.4 percentage point decrease in corporate and field
overhead, advertising, and store operating expenses as a
percentage of sales driven by leverage from the net sales
increase.
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Fiscal
quarter
2005
2006
2007
(Dollars in
thousands)
First
Second
Third
Fourth
First
Second
Third
Fourth
First
Second
$
127,583
$
131,485
$
129,949
$
190,058
$
159,468
$
162,558
$
166,075
$
267,012
$
194,113
$
200,449
89,707
93,783
91,313
129,991
108,813
113,093
115,332
182,691
134,600
141,417
37,876
37,702
38,636
60,067
50,655
49,465
50,743
84,321
59,513
59,032
32,833
31,958
32,239
43,115
41,316
39,605
40,797
66,282
47,982
51,188
864
1,002
1,641
1,205
826
1,601
2,901
1,768
1,656
2,914
4,179
4,742
4,756
15,747
8,513
8,259
7,045
16,271
9,875
4,930
755
770
700
726
742
715
1,031
826
996
1,162
3,424
3,972
4,056
15,021
7,771
7,544
6,014
15,445
8,879
3,768
1,353
1,568
1,607
5,976
3,071
2,980
2,397
5,783
3,560
1,562
$
2,071
$
2,404
$
2,449
$
9,045
$
4,700
$
4,564
$
3,617
$
9,662
$
5,319
$
2,206
147
150
158
167
170
177
188
196
203
211
7.3%
7.2%
7.9%
10.0%
12.8%
13.0%
16.8%
15.0%
9.2%
6.5%
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Fiscal
quarter
2005
2006
2007
(Percentage of
net sales)
First
Second
Third
Fourth
First
Second
Third
Fourth
First
Second
100.0%
100.0%
100.0%
100.0%
100.0%
100.0%
100.0%
100.0%
100.0%
100.0%
70.3%
71.3%
70.3%
68.4%
68.2%
69.6%
69.4%
68.4%
69.3%
70.6%
29.7%
28.7%
29.7%
31.6%
31.8%
30.4%
30.6%
31.6%
30.7%
29.4%
25.7%
24.3%
24.8%
22.7%
25.9%
24.4%
24.6%
24.8%
24.7%
25.5%
0.7%
0.8%
1.3%
0.6%
0.5%
1.0%
1.7%
0.7%
0.9%
1.4%
3.3%
3.6%
3.6%
8.3%
5.4%
5.0%
4.3%
6.1%
5.1%
2.5%
0.6%
0.6%
0.5%
0.4%
0.5%
0.4%
0.6%
0.3%
0.5%
0.6%
2.7%
3.0%
3.1%
7.9%
4.9%
4.6%
3.7%
5.8%
4.6%
1.9%
1.1%
1.2%
1.2%
3.1%
1.9%
1.8%
1.4%
2.2%
1.9%
0.8%
1.6%
1.8%
1.9%
4.8%
3.0%
2.8%
2.3%
3.6%
2.7%
1.1%
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Fiscal year
ended
Six months
ended
January 29,
January 28,
February 3,
July 29,
August 4,
(Dollars
in thousands)
2005
2006
2007
2006
2007
$
9,460
$
15,969
$
22,543
$
9,264
$
7,525
18,304
22,285
29,736
12,241
19,103
961
(3,037
)
(3,080
)
634
468
983
456
554
(213
)
(5,360
)
(2,733
)
(918
)
1,167
1,230
3,518
924
(65
)
(1,265
)
899
7,290
(11,981
)
(26,142
)
$
29,261
$
37,601
$
55,630
$
8,171
$
57
an increase in depreciation and amortization of
$7.5 million attributed to new stores opened in fiscal 2006
and fiscal 2005 and accelerated depreciation related to our
remodel program;
an increase in net income of $6.6 million;
an increase of $6.4 million in net working capital changes
mainly attributed to a combination of increases in deferred rent
related to new store lease terms ($2.8 million), an
increase in accrued liabilities ($4.0 million), a decrease
in prepaid and other assets ($2.1 million), and an increase
in landlord allowances receivable related to additional new
stores opened in fiscal 2006 ($2.5 million);
a decrease of $5.1 million related to increased volume of
excess tax benefits recognized from stock-based compensation
(described further below); and
an increase of $2.3 million on loss on disposal of property
and equipment representing write-offs of remodel store assets
and other store fixtures.
an increase in net income of $6.5 million;
an increase in depreciation and amortization of
$4.0 million attributed to new stores opened in fiscal 2005
and fiscal 2004;
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a deduction from operating cash flows for the effects of
deferred income taxes of $4.0 million; and
an increase of $2.2 million in net working capital changes
mainly related to the increase in deferred rent related to new
store lease terms.
Fiscal year
ended
Six months
ended
January 29,
January 28,
February 3,
July 29,
August 4,
(Dollars
in thousands)
2005
2006
2007
2006
2007
$
(34,807
)
$
(41,607
)
$
(62,331
)
$
(18,370
)
$
(42,889
)
(2,414
)
(2,414
)
4,467
$
(34,807
)
$
(41,607
)
$
(64,745
)
$
(20,784
)
$
(38,422
)
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Fiscal year
ended
Six months
ended
January 29,
January 28,
February 3,
July 29,
August 4,
(Dollars
in thousands)
2005
2006
2007
2006
2007
$
532,002
$
644,817
$
851,468
$
357,562
$
468,668
(528,010
)
(641,652
)
(846,112
)
(347,871
)
(430,579
)
213
5,360
2,733
918
1,801
615
1,422
466
785
(2,217
)
(1,907
)
(421
)
(167
)
15
$
5,372
$
3,841
$
9,921
$
12,890
$
37,885
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Less than
1 to 3
4 to 5
After 5
(Dollars
in thousands)
Total
1 year
years
years
years
$
421,641
$
53,494
$
115,026
$
97,228
$
155,893
50,737
50,737
$
472,378
$
53,494
$
115,026
$
147,965
$
155,893
(1)
Operating lease obligations consist
primarily of future minimum lease commitments related to store
operating leases (see Note 4 of the Notes to the
Consolidated Financial Statements). Operating lease obligations
do not include common area maintenance, or CAM, insurance, or
tax payments for which the Company is also obligated. Total
expense related to CAM, insurance and taxes for the 2006 fiscal
year was $11.7 million.
(2)
Interest payments on the variable
rate revolving credit facility are not included in the table
above. Outstanding borrowings bear interest at the prime rate or
the Eurodollar rate plus 1.00% up to $100 million and 1.25%
thereafter. The interest rate on the outstanding balances under
the facility as of January 28, 2006 and February 3,
2007 was 6.146% and 7.025%, respectively.
(3)
In June 2007, we finalized a lease
for a second distribution facility located in Phoenix, Arizona.
The lease expires in March 2019. Minimum lease payments,
excluding CAM, insurance, and real estate taxes, are
approximately $18.4 million over the lease term.
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52
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Based on the broad demographic appeal of our retail concept, the
significant size of the market in which we operate and our
internal real estate planning model which we use to evaluate
potential new store growth opportunities, we believe we have the
potential to grow our store base to over 1,000 ULTA stores in
the United States over the next 10 years. Our internal real
estate model takes into account a number of variables, including
demographic and sociographic data as well as population density
relative to maximum drive times, economic and competitive
factors. We plan to open stores both in markets in which we
currently operate and in new markets.
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Fiscal
year
2003
2004
2005
2006
112
126
142
167
15
20
25
31
(1
)
(4
)
(2
)
126
142
167
196
1,285,857
1,464,330
1,726,563
2,023,305
10,205
10,312
10,339
10,323
In addition, we developed and initiated a store remodel program
in 2006 to update our older stores to provide a modern and
consistent shopping experience across all of our locations. We
remodeled seven stores in fiscal 2006 and plan to remodel
approximately 18 stores in fiscal 2007. We believe this program
will improve the appeal of our stores, drive additional traffic
and increase our sales and profitability.
Fiscal
year
2003
2004
2005
2006
2
0
1
7
59
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60
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*
Other includes the
following categories: food stores, salons and spas, direct
sales, and all other.
61
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Baby Boomers (currently
41-60 years
old):
Baby Boomers have large disposable incomes and
are increasing their spending on personal care as well as health
and wellness. The aging of the Baby Boomer generation is also
influencing product innovation and demand for anti-aging
products and cosmetic procedures.
Generation X (currently 31-40 years
old):
Generation X is entering their peak earning years
and represents a significant contributor to overall consumer
spending, including beauty products. A recent survey by American
Express showed that Generation X spends 60% more on beauty
products than Baby Boomers. In addition, Generation X has grown
up shopping in specialty stores and seeks a retail environment
that combines a compelling experience, functionality, variety
and location.
Generation Y (currently 13-30 years
old):
According to U.S. Census Bureau data, the 20
to 34 year-old age group is expected to grow by
approximately 10% from 2003 to 2015. As Generation Y continues
to enter the workforce, they will have increased disposable
income to spend on beauty products.
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Number of
State
stores
19
25
9
1
10
12
27
4
1
1
2
4
4
6
5
9
6
8
4
1
11
3
28
7
3
1
211
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Cosmetics
, which includes products for the face, eyes,
cheeks, lips and nails;
Haircare
, which includes shampoos, conditioners, styling
products, and hair accessories;
Salon styling tools
, which includes hair dryers, curling
irons and flat irons;
Skincare and bath and body
, which includes products for
the face, hands and body;
Fragrance
for both men and women;
Private label
, consisting of
ULTA
branded
cosmetics, skincare, bath and body products; and
Other
, including candles, home fragrance products,
exercise accessories, educational DVDs and other miscellaneous
health and beauty products.
65
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99
103
Name
Age
Position
53
President, Chief Executive Officer
and Director
54
Chief Operating Officer and
Assistant Secretary
42
Chief Financial Officer and
Assistant Secretary
57
Director
63
Director
64
Non-Executive Chairman of the
Board of Directors
66
Director
60
Director
52
Director
53
Director
52
Director
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evaluating the competitiveness and effectiveness of our
compensation programs by benchmarking against other comparable
businesses based on industry, size, results and other relevant
business factors;
linking annual incentive compensation to the companys
performance on key financial, operational and strategic goals
that support stockholder value;
focusing a significant portion of the executives
compensation on equity based incentives to align interests
closely with stockholders; and
managing pay for performance such that pay is tied to business
and individual performance.
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all options have an exercise price equal to the fair market
value of our common stock on the date of grant, which is
determined by our board of directors based on all known facts
and circumstances, including valuations prepared by a nationally
recognized independent third-party appraisal firm;
Except for grants to Ms. Kirby described below and the
grants to Mr. Barkus under his employment agreement,
options vest ratably, on an annual basis over a three or
four-year period; and
options granted under the 2002 Plan expire ten years after the
date of grant. Options granted under the Old Plan expire
14 years after the date of grant.
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316,000 options with an exercise price equal to the fair
market value of our common stock on the date of grant, and which
vest in four installments starting with 25% at the effective
date of an initial public offering and 25% per year for the next
three anniversary dates of an initial public offering;
316,000 options with an exercise price of $25.32, which is
anticipated to be in excess of the fair market value of our
common stock on the date of grant. These options will also vest
in four installments starting with 25% at the effective date of
an initial public offering and 25% per year for the next three
anniversary dates of the initial public offering; and
up to an additional 189,600 options to be granted one-third
annually starting one year after an initial public offering, but
only if a sustained 25% plus increase in share price is achieved
that year. Vesting will be ratable over two years beginning on
the first anniversary of the grant. The exercise price will be
equal to the fair market value on the date the options are
granted.
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Non-equity
Option
incentive plan
All other
Name and
Salary
Bonus
awards(1)
compensation
compensation
Total
principal
position
Year
($)
($)
($)
($)
($)
($)
President, Chief Executive Officer and Director (Principal
Executive Officer)
2006
598,651
100,000
750,000
1,448,651
Chief Operating Officer(2)
2006
580,008
175,000
296,530
725,000
102,896
1,879,434
Chief Financial Officer (Principal Financial Officer)(3)
2006
74,043
10,000
37,006
30,335
58,572
209,956
Former Chief Financial Officer(4)
2006
230,525
2,640
233,165
(1)
Represents the aggregate expense
recognized for financial statement reporting purposes in 2006,
disregarding the purposes of forfeitures related to vesting
conditions, in accordance with the FASBs SFAS No.
123(R),
Share-Based Payment
, for stock option awards
granted during 2006 and prior to 2006 for which we continue to
recognize expense in 2006. The assumptions we used for
calculating the grant date fair values are set forth in
Note 11 to our consolidated financial statements included
in this prospectus.
(2)
Mr. Barkus received $102,896
as reimbursement for relocation expenses.
(3)
Mr. Bodnars salary is
from his commencement of employment in October of 2006. His
annual base salary for 2006 was set at $275,000. He received
$58,572 as reimbursement for relocation expenses.
(4)
Mr. Weber terminated his
employment on October 7, 2006. He received $2,640 in
matching contributions to our 401(k) plan.
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Number of
Exercise or
Grant date
Estimated future
payouts under
securities
base price
fair value
non-equity
incentive plan awards
underlying
of option
of option
Name
Grant
Date
Threshold
Target
Maximum
options
awards(2)
award(3)
2/23/2006
(1)
$
75,000
$
750,000
$
750,000
2/23/2006
(1)
72,500
725,000
725,000
4/26/2006
252,800
$
4.11
4/26/2006
379,200
4.11
$
296,530
10/24/2006
(1)
3,033
30,335
30,335
10/24/2006
126,400
9.18
37,006
(1)
Amounts shown represent ranges of
potential payouts under annual performance-based bonus program
as of the award date. Actual bonus amounts paid for 2006
performance are shown in the Summary compensation table under
Non-equity incentive plan compensation.
(2)
The exercise price of all the
option grants was the price determined to be the fair market
value of our common stock on the grant date by our board of
directors in light of all the facts and circumstances known to
the board of directors, including valuation reports presented by
a nationally recognized independent third-party appraisal firm.
(3)
In determining the estimated fair
value of our option awards as of the grant date, we used the
Black-Scholes option-pricing model. The assumptions underlying
our model are described in the notes to our consolidated
financial statements (Note 11Share-based awards),
included in this prospectus.
Option
awards
Number of
Number of
securities
securities
underlying
underlying
Option
unexercised
unexercised
exercise
Option
options
options
price per
expiration
Name
exercisable
unexercisable
share
date
218,672
379,200
$
4.11
4/26/2016
126,400
9.18
10/24/2016
(1)
Mr. Barkus received 632,000
options on April 26, 2006, of which 125,136 shares
were vested on the date of grant, 125,136 vested on
December 12, 2006, 128,928 vest on December 12, 2007,
126,400 vest on the first anniversary of an initial public
offering and 126,400 vest on the second anniversary of an
initial public offering. Mr. Barkus transferred these
options to a revocable trust of which he is the beneficiary.
Such transfer was made for estate planning purposes by gift
without any payment therefor.
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(2)
Mr. Bodnars options were
granted on October 24, 2006 and vest 25% on each
anniversary of the date of grant. Mr. Bodnar transferred these
options to a revocable trust of which he is the beneficiary.
Such transfer was made for estate planning purposes by gift
without any payment therefor.
Number of
shares
acquired on
Value realized
on
Name
exercise
exercise
(1)
1,896,000
$
6,120,000
31,600
160,000
767,813
6,307,190
(1)
There was no public trading of our
common stock on the dates of exercise. Accordingly, these values
are calculated based on the aggregate difference between the
exercise price of the option and the last determination of fair
market value of our common stock by our board of directors based
on all known facts and circumstances, including valuations
prepared by a nationally recognized independent third-party
appraisal firm.
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Involuntary
not for cause
termination/
Death/
Change in
Name
good
reason
disability
control
$
600,000
$
600,000
580,000
580,000
$
1,932,800
(1)
Mr. Webers employment
terminated on October 7, 2006 and he received no severance
in connection therewith.
Director
compensation
Stock
Fees earned or
compensation
Option
All other
Name
paid
in cash
(1)(2)
compensation
compensation
Total
$
83,856
$
83,856
209,640
209,640
(1)
Represents the aggregate expense
recognized for financial statement reporting purposes in 2006,
disregarding the purposes of forfeitures related to vesting
conditions, in accordance with the FASBs SFAS No.
123(R),
Share-Based Payment
, for stock option awards
granted prior to 2006 for which we continue to recognize expense
in 2006. The assumptions we used for calculating the grant date
fair values are set forth in Note 11 to our consolidated
financial statements included in this prospectus.
(2)
On June 21, 2004, we issued
316,000 shares of common stock to Mr. Eck, pursuant to
a restricted stock agreement. As of February 3, 2007,
79,000 shares remained unvested, but vested in full on
May 1, 2007. On June 21, 2004, we issued
126,400 shares of common stock to Mr. DiRomualdo,
pursuant to a restricted stock agreement under which 25% of the
shares vest annually beginning February 26, 2005, with full
vesting on February 26, 2008. As of February 3, 2007,
Mr. DiRomualdo held 63,200 unvested shares.
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select the individuals who will receive Awards;
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determine the type or types of Awards to be granted;
determine the number of Awards to be granted and the number of
shares to which the Award relates;
determine the terms and conditions of any Award, including the
exercise price and vesting;
determine the terms of settlement of any Award;
prescribe the form of Award agreement;
establish, adopt or revise rules for administration of the 2007
Plan;
interpret the terms of the 2007 Plan and any matters arising
under the 2007 Plan; and
make all other decisions and determinations as may be necessary
to administer the 2007 Plan.
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have an exercise price not less than the fair market value of
our common stock on the date of grant, or if granted to certain
individuals who own or are deemed to own at least 10% of the
total combined voting power of all of our classes of stock (10%
stockholders), then such exercise price may not be less than
110% of the fair market value of our common stock on the date of
grant;
be granted only to our employees and employees of our subsidiary
corporations;
expire with a specified time following the option holders
termination of employment;
be exercised within ten years after the date of grant, or with
respect to 10% stockholders, no more than five years after the
date of grant;
not be first exercisable for more than $100,000 worth,
determined based on the exercise price.
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90
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the exercise price;
the number of shares to be covered by each option;
the vesting and exercisability of the options; and
any restrictions regarding the options.
91
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92
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93
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any breach of the directors duty of loyalty to us or our
stockholders;
any act or omission not in good faith or that involves
intentional misconduct or a knowing violation of law;
any act related to unlawful stock repurchases, redemptions or
other distributions or payment of dividends; or
any transaction from which the director derived an improper
personal benefit.
we shall indemnify our directors and officers, and may indemnify
our employees and other agents, to the fullest extent permitted
by the Delaware law and we may advance expenses to our
directors, officers, and other agents in connection with a legal
proceeding, subject to limited exceptions; and
we may purchase and maintain insurance on behalf of our current
or former directors, officers, employees, fiduciaries or agents
against any liability asserted against them and incurred by them
in any such capacity, or arising out of their status as such.
94
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95
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96
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97
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each person we know to be the beneficial owner of 5% of more of
our outstanding shares of common stock;
each of our NEOs;
each of our directors; and
all of our executive officers and directors as a group.
Number of
shares
Percentage
beneficially
owned
beneficially
owned
Prior to
After
Prior to
After
Name
and address of beneficial owner
offering
offering
offering
offering
2121 Avenue of the Stars
31st Floor
Los Angeles, California
90067-5014
Attn: Steven Dietz
12,884,577
12,884,577
26.3
%
22.7
%
11 Madison Avenue
New York, NY 10010
Attn: Ed Asante
5,162,555
5,162,555
10.5
%
9.1
%
Boerhaavelaan 22
2713 HX Zoetermeer
The Netherlands
Attn: Charles Heilbronn
11,029,472
11,029,472
22.5
%
19.5
%
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Number of
shares
Percentage
beneficially
owned
beneficially
owned
Prior to
After
Prior to
After
Name
and address of beneficial owner
offering
offering
offering
offering
Oak Management Corporation
Wells Fargo Center
90 South 7th Street
Suite 4550
Minneapolis, Minnesota 55402
Attn: Gerald R. Gallagher
6,344,719
6,344,719
12.9
%
11.2
%
2,528,000
2,528,000
5.2
%
4.5
%
250,272
250,272
*
*
*
*
505,600
505,600
1.0
%
*
7,801,022
7,801,022
15.9
%
13.8
%
595,971
595,971
1.2
%
1.1
%
701,424
701,424
1.4
%
1.2
%
6,344,719
6,344,719
12.9
%
11.2
%
1,028,472
1,028,472
2.1
%
1.8
%
11,108,472
11,108,472
22.7
%
19.6
%
13,776,489
13,776,489
28.1
%
24.3
%
13,077,893
13,077,893
26.7
%
23.1
%
36,605,982
36,605,982
74.7
%
64.6
%
*
Less than 1%.
(1)
Consists of
(i) 6,927,494 shares held by GRP II, L.P. (GRP
II), (ii) 2,933,588 shares held by Global Retail
Partners, L.P. (GRP I),
(iii) 874,148 shares held by DLJ Diversified Partners,
L.P. (DLJ Diversified);
(iv) 578,294 shares held by GRP Management Services
Corp. (GRPMSC) as escrow agent for GRP II;
(v) 535,042 shares held by GRP II Investors, L.P.
(GRP II Investors); (vi) 324,561 shares
held by DLJ Diversified Partners A, L.P. (DLJ
Diversified A); (vii) 201,970 shares held by
Global Retail Partners Funding, Inc. (GRP Funding);
(viii) 196,741 shares held by GRP II Partners, L.P.
(GRP II Partners); (ix) 190,496 shares
held by GRP Partners, L.P. (GRP I Partners);
(x) 51,981 shares held by GRPMSC as escrow agent for
GRP II Investors; (xi) 50,769 shares held by DLJ
ESC II, L.P. (DLJ ESC) and
(xii) 19,493 shares held by GRPMSC as escrow agent for
GRP II Partners. GRPVC, L.P. (GRPVC) is the general
partner of each of GRP II and GRP II Partners, and GRPMSC is the
general partner of GRPVC. Merchant Capital, Inc. (Merchant
Capital) is the general partner of GRP II Investors.
Global Retail Partners, Inc. (GRP Inc) and Retail
Capital Partners, L.P. (Retail Capital) are the
general partners of GRP I, and GRP Inc is the general
partner of Retail Capital. GRP Inc is also the general partner
of GRP I Partners. DLJ Diversified Partners, Inc. (DLJ
Diversified Inc) is the general partner of DLJ Diversified
A and DLJ Diversified, and DLJ LBO Plans Management Corporation
(DLJLBO) is the general partner of DLJ ESC. Merchant
Capital, GRP Inc, GRP Funding, DLJLBO and DLJ Diversified Inc
(collectively, the CS Entities) are each
wholly-owned subsidiaries of Credit Suisse First Boston Private
Equity, Inc. (CSFBPE), and CSFBPE is a wholly-owned
subsidiary of Credit Suisse (USA), Inc. (CS USA).
Credit Suisse Holdings (USA), Inc. (CS Holdings)
owns all of the voting stock of CS USA. Credit Suisse, a Swiss
bank, owns a majority of the voting stock, and all of the
non-voting stock, of CS Holdings. Credit Suisses
subsidiaries to the extent that they constitute the Investment
Banking division, the Alternative Investments business within
the Asset Management division and the U.S. private client
services business within the Private Banking division of Credit
Suisse (collectively, the CS Reporting Person) may
be deemed to share indirect beneficial ownership of the shares
beneficially owned by the CS Entities. Therefore, the CS
Reporting Person may be deemed to beneficially own
5,162,555 shares, which is 10.6% of the shares of common
stock outstanding as of August 4, 2007 (after giving effect
to the conversion of ULTAs outstanding convertible
preferred stock into 41,523,999 shares of common stock
concurrently with the closing of this offering).
Messrs. Lebow, Sisteron and Defforey are members, together
with Steven Dietz and Brian McLoughlin, of the investment
committee of GRP II and GRP II Partners. Pursuant to
contractual arrangements, GRP II Investors has granted GRPMSC
the authority to vote and dispose of the shares held by it in
the same manner as the investment committee votes or disposes of
shares held by GRP II and GRP II Partners. While
Messrs. Lebow, Sisteron and Defforey may be deemed to
possess indirect beneficial
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ownership of the shares owned by
GRP II, GRP II Investors and GRP II Partners; none of them,
acting alone, has voting or investment power with respect to
such shares and, as a result, each of them disclaims beneficial
ownership of any and all such shares, except to the extent of
their pecuniary interest therein. Pursuant to contractual
arrangements, GRPMSC also appoints a majority of the investment
committee members of GRP I (which also controls the investment
decisions of GRP I Partners). Mr. Lebow and
Mr. Sisteron own capital stock which represents a majority
of the voting stock of GRPM SC and control its actions. As a
result Mr. Lebow and Mr. Sisteron may also be deemed
to possess indirect shared beneficial ownership of the shares
owned by GRP I, GRP I Partners and the other holders
identified above for which one of the CS Entities is a
general partner. Since neither Mr. Lebow or
Mr. Sisteron, acting alone, has voting or investment power
with respect to such shares and, as a result, each of them
disclaims beneficial ownership of all such shares except to the
extent of their pecuniary interest therein. Each of GRP II, GRP
II Investors and GRP II Partners may be deemed to share
beneficial ownership of all of the shares held by GRPMSC as
escrow agent (as described above).
(2)
The shares shown as beneficially
owned by Credit Suisse below are also included in the shares
shown as beneficially owned by GRP, II, L.P. as set forth in
footnote (1). Consists of (i) 2,933,588 shares held by
Global Retail Partners, L.P. (GRP I),
(ii) 874,148 shares held by DLJ Diversified Partners,
L.P. (DLJ Diversified);
(iii) 535,042 shares held by GRP II Investors, L.P.
(GRP II Investors); (iv) 324,561 shares
held by DLJ Diversified Partners A, L.P. (DLJ
Diversified A); (v) 201,970 shares held by
Global Retail Partners Funding, Inc. (GRP Funding);
(vi) 190,496 shares held by GRP Partners, L.P.
(GRP I Partners); (vii) 51,981 shares held
by GRPMSC as escrow agent for GRP II Investors; and
(viii) 50,769 shares held by DLJ ESC II, L.P.
(DLJ ESC). Merchant Capital, Inc. (Merchant
Capital) is the general partner of GRP II Investors.
Global Retail Partners, Inc. (GRP Inc) and Retail
Capital Partners, L.P. (Retail Capital) are the
general partners of GRP I, and GRP Inc is the general
partner of Retail Capital. GRP Inc is also the general
partner of GRP I Partners. DLJ Diversified Partners, Inc.
(DLJ Diversified Inc) is the general partner of DLJ
Diversified A and DLJ Diversified, and DLJ LBO Plans Management
Corporation (DLJLBO) is the general partner of DLJ
ESC. Merchant Capital, GRP Inc, GRP Funding, DLJLBO and DLJ
Diversified Inc (collectively, the CS Entities) are
each wholly-owned subsidiaries of Credit Suisse First Boston
Private Equity, Inc. (CSFBPE), and CSFBPE is a
wholly-owned subsidiary of Credit Suisse (USA), Inc. (CS
USA). Credit Suisse Holdings (USA), Inc. (CS
Holdings) owns all of the voting stock of CS USA. Credit
Suisse, a Swiss bank, owns a majority of the voting stock, and
all of the non-voting stock, of CS Holdings. Credit
Suisses subsidiaries to the extent that they constitute
the Investment Banking division, the Alternative Investments
business within the Asset Management division and the
U.S. private client services business within the Private
Banking division of Credit Suisse (collectively, the CS
Reporting Person) may be deemed to share indirect
beneficial ownership of the shares beneficially owned by the CS
Entities. Please see footnote (1) for a detailed
explanation of the voting and investment power with respect to
such shares.
(3)
Mr. Heilbronn has been granted
a power of attorney and proxy to exercise voting and investment
power with respect to all of the shares shown as beneficially
owned by Doublemousse B.V. Pursuant to this authority,
Mr. Heilbronn makes all voting and investment decisions
with respect to all such shares and may be deemed to
beneficially own all such shares.
(4)
Of the 6,344,719 shares of
common stock shown as beneficially owned by entities affiliated
with Oak Investment Partners VII, L.P., Oak Investment Partners
VII, L.P. holds 6,112,213 shares and 77,065 shares
issuable pursuant to options exercisable at $0.63 per share, and
Oak VII Affiliates Fund, L.P. holds 153,506 shares and
1,935 shares issuable pursuant to options exercisable at
$0.63 per share. Oak Associates VII, LLC is the general partner
of Oak Investment Partners VII, L.P. and Oak VII Affiliates, LLC
is the general partner of Oak VII Affiliates Fund, L.P.
Mr. Gallagher and four other individuals, Bandel L. Carano,
Edward F. Glassmeyer, Fredric W. Harman and Anne H. Lamont, are
the managing members of both Oak Associates VII, LLC and Oak VII
Affiliates, LLC, and as such, may be deemed to possess shared
beneficial ownership of the shares of common stock held by Oak
Investment Partners VII, L.P. and Oak VII Affiliates Fund, L.P.
However, none of the five individuals named above, acting alone,
has voting or investment power with respect to such shares and,
as a result, disclaim beneficial ownership of all such shares
except to the extent of their pecuniary interest in such shares.
(5)
Includes 79,000 shares held by
Elaine M. Barkus and Bruce E. Barkus, as co-trustees of the
Elaine M. Barkus Revocable Trust, and 171,272 shares
issuable pursuant to options exercisable at $4.11 per share,
over all of which Mr. Barkus has shared voting power and
shared investment power.
(6)
Mr. Weber is no longer an
employee of ULTA. His address is Rec Room Inc., 1600 E.
Algonquin Road, Algonquin, Illinois 60102-9669.
(7)
Of the 7,801,022 shares of
common stock shown as beneficially owned by Mr. Defforey,
Mr. Defforey holds directly 79,000 shares (which
includes 19,750 shares issuable pursuant to options
exercisable at $2.61 per share), over which he has sole voting
power and sole investment power. The remaining
7,722,022 shares are held by GRP II, L.P. and its following
affiliates, which are described above in footnote (1): GRP
Management Services Corp. (GRPMSC) as escrow agent
for GRP II, L.P., GRP II Partners, L.P. and GRPMSC as
escrow agent for GRP II Partners, L.P. With the exception
of the 79,000 shares held directly by Mr. Defforey,
Mr. Defforey has shared voting power and shared investment
power with respect to all remaining shares of common stock shown
as beneficially owned by him. Mr. Defforey disclaims
beneficial ownership of all such remaining shares of common
stock, and this prospectus shall not be deemed an admission that
Mr. Defforey is a beneficial owner of such shares for
purposes of the Securities Exchange Act of 1934, except to the
extent of his pecuniary interest in such shares.
(8)
Of the 701,424 shares of
common stock shown as beneficially owned by Mr. Eck,
Mr. Eck directly holds 586,874 shares and
19,750 shares issuable pursuant to options exercisable at
$2.61 per share, over which he has sole voting power and sole
investment power, and Sarah Louise Eck Thompson and Keith Lester
Eck hold 63,200 and 31,600 shares, respectively. Under the
terms of the Eck Family Trust, Mr. Eck has shared voting
power and shared investment power with respect to the
94,800 shares held by Sarah Louise Eck Thompson and Keith
Lester Eck. Mr. Eck disclaims beneficial ownership of all
such shares held by Sarah Louise Eck Thompson and Keith Lester
Eck, and this prospectus shall not be deemed an admission that
Mr. Eck is a beneficial owner of such shares for purposes
of the Securities Exchange Act of 1934.
100
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(9)
Mr. Gallagher beneficially
owns all 6,344,719 shares of common stock and shares
issuable pursuant to options held by the entities affiliated
with Oak Investment Partners VII, L.P., as set forth above in
footnote (3). Mr. Gallagher shares voting and investment
power with respect to the 6,112,213 shares held by Oak
Investment Partners VII, L.P. and the 153,506 shares held
by Oak VII Affiliates Fund, L.P. with Bandel L. Carano, Edward
F. Glassmeyer, Fredric W. Harman and Anne H. Lamont. However,
none of these five individuals, acting alone, has voting or
investment power with respect to such shares and, as a result,
disclaim beneficial ownership of all such shares except to the
extent of their pecuniary interest in such shares.
(10)
Of the 1,028,472 shares of
common stock shown as beneficially owned by Mr. Hanson,
Mr. Hanson holds 775,672 shares directly and Hanson
Family Investments, L.P. holds 252,800 shares.
Mr. Hanson has sole voting power and sole investment power
with respect to all such shares.
(11)
Of the 11,108,472 shares of
common stock shown as beneficially owned by Mr. Heilbronn,
Mr. Heilbronn holds 79,000 shares directly and is
deemed to beneficially own all 11,029,472 shares of common
stock held by Doublemousse B.V. Mr. Heilbronn has sole
voting power and sole investment power with respect to the
79,000 shares he holds directly, and he has been granted a
power of attorney and proxy to exercise voting and investment
power with respect to all of the shares shown as beneficially
owned by Doublemousse B.V. Pursuant to this authority,
Me. Heilbronn makes all voting and investment decisions
with respect to all such shares and may be deemed to
beneficially own all such shares.
(12)
Of the 13,776,489 shares of
common stock shown as beneficially owned by Mr. Lebow,
Mr. Lebow holds 79,000 shares directly, Steven and
Susan Lebow Trust dated
12-16-02
holds 648,320 shares, The Michael Harvey Lebow Irrevocable
Trust holds 82,296 shares, and The Matthew Allan Lebow
Irrevocable Trust holds 82,296 shares. The remaining
12,884,577 shares are held by the entities affiliated with
GRP II, L.P. listed above in footnote (1). With the exception of
the 79,000 shares held directly by Mr. Lebow, with
respect to which he has sole voting power and sole investment
power, Mr. Lebow has shared voting power and shared
investment power with respect to all remaining shares of common
stock shown as beneficially owned by him as indicated in
footnote (1). Mr. Lebow disclaims beneficial ownership
of all such remaining shares of common stock, and this
prospectus shall not be deemed an admission that Mr. Lebow
is a beneficial owner of such shares for purposes of the
Securities Exchange Act of 1934, except to the extent of his
pecuniary interest in such shares.
(13)
Of the 13,077,893 shares of
common stock shown as beneficially owned by Mr. Sisteron,
Mr. Sisteron holds 178,821 shares directly and SEP for
the benefit of Yves Sisteron, Donaldson Lufkin Jenrette
Securities Corporation as custodian holds 14,494 shares.
The remaining 12,884,577 shares are held by the entities
affiliated with GRP II, L.P. listed above in footnote (1). With
the exception of the 193,316 shares held directly by
Mr. Sisteron and by SEP for the benefit of Yves Sisteron,
Donaldson Lufkin Jenrette Securities Corporation as custodian,
over which he has sole voting power and sole investment power,
Mr. Sisteron shares voting power and investment power with
respect to all remaining shares of common stock shown as
beneficially owned by him as indicated in footnote (1).
Mr. Sisteron disclaims beneficial ownership of all such
remaining shares, and this prospectus shall not be deemed an
admission that Mr. Sisteron is a beneficial owner of such
shares for purposes of the Securities Exchange Act of 1934,
except to the extent of his pecuniary interest in such shares.
(14)
Excludes shares beneficially owned
by Mr. Weber because he is not a current executive officer
of ULTA. Counts only once the 12,884,577 shares
beneficially owned by Messrs. Lebow and Sisteron, which are
held by the entities affiliated with GRP II, L.P. listed
above in footnote (1), the 5,162,555 shares beneficially
owned by Credit Suisse and its affiliated entities, which are
also beneficially owned by Messrs. Lebow and Sisteron as
described in footnote (1), and the 7,722,022 shares beneficially
owned by Mr. Defforey, which are held by entities
affiliated with GRP II, L.P., and which are also beneficially
owned by Messrs. Lebow and Sisteron as described in footnote (1).
101
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Total shares
offered if
Number of
shares
Percentage
over-
beneficially
owned
Number of
beneficially
owned
allotment
Prior to
After
shares
Prior to
After
option is
Name
of beneficial owner
offering
offering
offered
offering
offering
exercised
1,474,666
1,258,440
216,227
3.0
%
2.2
%
530,880
966,289
926,933
39,357
2.0
%
1.6
%
96,629
396,201
380,064
16,137
*
*
39,620
352,016
344,848
7,169
*
*
17,601
352,015
344,846
7,169
*
*
17,601
251,116
148,837
102,279
*
*
251,116
246,854
146,311
100,543
*
*
246,854
229,362
135,943
93,419
*
*
229,362
209,253
186,086
23,167
*
*
56,880
169,785
162,706
7,079
*
*
17,380
140,678
137,813
2,865
*
*
7,034
137,744
134,939
2,805
*
*
6,887
137,383
111,642
25,741
*
*
63,200
126,500
100,739
25,762
*
*
63,250
114,365
112,036
2,329
*
*
5,718
108,628
64,384
44,244
*
*
108,628
78,997
62,910
16,088
*
*
39,499
47,723
34,852
12,871
*
*
31,600
43,944
26,046
17,898
*
*
43,944
41,738
24,738
17,000
*
*
41,738
40,269
37,694
2,574
*
*
6,320
29,722
17,616
12,106
*
*
29,722
19,758
14,978
4,780
*
*
11,736
19,736
11,698
8,038
*
*
19,736
19,462
11,535
7,927
*
*
19,462
102
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Total shares
offered if
Number of
shares
Percentage
over-
beneficially
owned
Number of
beneficially
owned
allotment
Prior to
After
shares
Prior to
After
option is
Name
of beneficial owner
offering
offering
offered
offering
offering
exercised
18,944
14,361
4,583
*
*
11,252
18,579
17,292
1,287
*
*
3,160
18,448
10,934
7,514
*
*
18,448
15,835
12,610
3,225
*
*
7,917
13,200
7,824
5,376
*
*
13,200
12,280
9,706
2,574
*
*
6,320
11,473
6,800
4,673
*
*
11,473
9,868
5,849
4,019
*
*
9,868
9,331
5,531
3,801
*
*
9,331
9,015
7,179
1,836
*
*
4,507
8,282
4,909
3,373
*
*
8,282
7,974
4,726
3,248
*
*
7,974
6,955
4,122
2,833
*
*
6,955
6,320
5,033
1,287
*
*
3,160
6,307
5,793
515
*
*
1,264
3,950
2,341
1,609
*
*
3,950
3,792
3,020
772
*
*
1,896
3,792
3,020
772
*
*
1,896
3,477
2,061
1,416
*
*
3,477
3,160
1,873
1,287
*
*
3,160
3,160
1,873
1,287
*
*
3,160
3,160
1,873
1,287
*
*
3,160
2,218
1,314
903
*
*
2,218
2,212
1,311
901
*
*
2,212
1,692
1,003
689
*
*
1,692
1,640
972
668
*
*
1,640
1,264
749
515
*
*
1,264
*
Less than 1%.
Table of Contents
16,768,883 were designated as Series I convertible
preferred stock, par value $.01 per share;
7,420,130 were designated as Series II convertible
preferred stock, par value $.01 per share;
4,792,302 were designated as Series III non-convertible
preferred stock, par value $.01 per share;
19,145,558 were designated as Series IV convertible
preferred stock, par value $.01 per share;
21,447,959.34 were designated as Series V convertible
preferred stock, par value $.01 per share; and
920,000 were designated as
Series V-1
convertible preferred stock, par value $.01 per share.
104
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105
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Upon the request of the holders of no less than a majority of
Conversion Registrable Securities in the case of a long-form
registration; provided, that the anticipated aggregate offering
price of the Conversion Registrable Securities covered by such
registration exceeds $20 million net of underwriting
discounts and commissions; or
Upon the request of the holders of no less than 25% of
Conversion Registrable Securities in the case of a short-form
registration; provided, that the anticipated aggregate offering
price of the Conversion Registrable Securities covered by such
registration exceeds $5 million net of underwriting
discounts and commissions.
106
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prior to the date of the transaction, the board of directors of
the corporation approved either the business combination or the
transaction which resulted in the stockholder becoming an
interested stockholder;
the interested stockholder owned at least 85% of the voting
stock of the corporation outstanding at the time the transaction
commenced, excluding for purposes of determining the number of
shares outstanding (a) shares owned by persons who are
directors and also officers and (b) shares owned by
employee stock plans in which employee participants do not have
the right to determine confidentially whether shares held
subject to the plan will be tendered in a tender or exchange
offer; or
on or subsequent to the date of the transaction, the business
combination is approved by the board of directors of the
corporation and authorized at an annual or special meeting of
stockholders, and not by written consent, by the affirmative
vote of at least
66
2
/
3
%
of the outstanding voting stock which is not owned by the
interested stockholder.
107
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any merger or consolidation involving the corporation and the
interested stockholder;
any sale, lease, exchange, mortgage, transfer, pledge or other
disposition involving the interested stockholder of 10% or more
of the assets of the corporation;
subject to exceptions, any transaction that results in the
issuance or transfer by the corporation of any stock of the
corporation to the interested stockholder;
any transaction involving the corporation that has the effect of
increasing the proportionate share of stock which is owned by
the interested stockholder; and
the receipt by the interested stockholder of the benefit of any
loans, advances, guarantees, pledges or other financial benefits
provided by or through the corporation.
divide our board of directors into three classes;
do not provide for cumulative voting rights (therefore allowing
the holders of a majority of the shares of common stock entitled
to vote in any election of directors to elect all of the
directors standing for election, if they should so choose);
require that any action to be taken by our stockholders must be
effected at a duly called annual or special meeting of
stockholders and not be taken by written consent;
provide that special meetings of our stockholder may be called
only by the chairman of the board of directors, our chief
executive officer or by the board of directors pursuant to a
resolution adopted by a majority of the total number of
authorized directors; and
provide that the authorized number of directors may be changed
only by resolution of the board of directors.
108
Table of Contents
1% of the then outstanding shares of our common stock, which
will be approximately 566,731 shares immediately after this
offering; or
the average weekly trading volume in our common stock on the
NASDAQ Global Select Market during the four calendar weeks
preceding the filing of a notice on Form 144 with respect
to such sale.
109
Table of Contents
110
Table of Contents
a citizen or resident of the United States;
a corporation (or other entity treated as a corporation for
U.S. federal income tax purposes) created or organized
under the laws of the United States, any state thereof or the
District of Columbia;
an estate the income of which is subject to U.S. federal
income tax regardless of its source; or
111
Table of Contents
a trust that (1) is subject to the primary supervision of a
U.S. court and the control of one or more U.S. persons
or (2) has validly elected to be treated as a
U.S. person for U.S. federal income tax purposes.
112
Table of Contents
the gain is effectively connected with the
non-U.S. holders
conduct of a trade or business in the United States, or if
required by an applicable tax treaty, attributable to a
permanent establishment maintained by the
non-U.S. holder
in the United States; or
the
non-U.S. holder
is a nonresident alien individual present in the United States
for 183 days or more during the taxable year of the
disposition and certain other requirements are met.
113
Table of Contents
a U.S. person;
a controlled foreign corporation for U.S. federal income
tax purposes;
a foreign person 50% or more of whose gross income is
effectively connected with a U.S. trade or business for a
specified three-year period; or
a foreign partnership if at any time during its tax year
(1) one or more of its partners are U.S. persons who
hold in the aggregate more than 50% of the income or capital
interest in such partnership or (2) it is engaged in the
conduct of a U.S. trade or business.
114
Table of Contents
F-30
F-31
Name
Number
of shares
8,547,758
115
Table of Contents
Paid by
ULTA
Paid by Selling
Stockholders
Without
With
Without
With
over-allotment
over-allotment
over-allotment
over-allotment
exercise
exercise
exercise
exercise
$
$
$
$
$
$
$
$
116
Table of Contents
117
Table of Contents
the information set forth in this prospectus and otherwise
available to the underwriters;
the history of and prospects for our industry;
an assessment of our management;
our present operations;
our historical results of operations;
the trend of our revenues and earnings; and
our earnings prospects.
118
Table of Contents
119
Table of Contents
Table of Contents
Ulta Salon, Cosmetics & Fragrance, Inc.
April 11, 2007, except as to Note 1, as to which the
date
is ,
2007
F-2
Table of Contents
Pro Forma
January 28,
February 3,
August 4,
August 4,
(Dollars
in thousands)
2006
2007
2007
2007
(unaudited)
(unaudited)
$
2,839
$
3,645
$
3,165
15,757
18,476
14,295
109,374
129,237
148,559
14,942
15,276
23,292
2,539
5,412
5,476
145,451
172,046
194,787
133,003
162,080
196,919
3,962
4,125
4,125
199
346
1,763
$
282,615
$
338,597
$
397,594
$
$
$
33,788
34,435
43,071
41,010
26,496
38,604
45,308
8,047
2,266
68,978
83,941
120,106
45,381
50,737
55,038
$
45,880
40,449
50,367
56,651
154,808
185,045
231,795
222,637
4,792
4,792
4,792
F-3
Table of Contents
Pro Forma
January 28,
February 3,
August 4,
August 4,
(Dollars
in thousands)
2006
2007
2007
2007
(unaudited)
(unaudited)
208,475
223,059
230,680
(12
)
(12
)
(1,815
)
71
117
122
899
(2,217
)
(2,321
)
6,533
15,501
17,753
259,791
(431
)
(373
)
(4,467
)
(91,199
)
(83,240
)
(83,336
)
(49
)
19
(76
)
123,015
148,760
161,007
174,957
$
282,615
$
338,597
$
397,594
$
397,594
F-4
Table of Contents
Year
ended
Six months
ended
January 29,
January 28,
February 3,
July 29,
August 4,
(Dollars
in thousands, except per share data)
2005
2006
2007
2006
2007
(unaudited)
$
491,152
$
579,075
$
755,113
$
322,026
$
394,562
346,585
404,794
519,929
221,906
276,017
144,567
174,281
235,184
100,120
118,545
121,999
140,145
188,000
80,921
99,170
4,072
4,712
7,096
2,427
4,570
18,496
29,424
40,088
16,772
14,805
2,835
2,951
3,314
1,457
2,158
15,661
26,473
36,774
15,315
12,647
6,201
10,504
14,231
6,051
5,122
$
9,460
$
15,969
$
22,543
$
9,264
$
7,525
11,692
12,922
14,584
6,971
7,621
$
(2,232
)
$
3,047
$
7,959
$
2,293
$
(96
)
$
(0.70
)
$
0.74
$
1.38
$
0.48
$
(0.01
)
$
(0.70
)
$
0.33
$
0.45
$
0.19
$
(0.01
)
3,180,611
4,094,233
5,770,601
4,823,169
7,289,310
3,180,611
48,196,240
49,920,577
48,850,350
7,289,310
F-5
Table of Contents
Year
ended
Six months
ended
January 29,
January 28,
February 3,
July 29,
August 4,
(Dollars
in thousands, except per share data)
2005
2006
2007
2006
2007
(unaudited)
$
22,543
$
7,525
$
0.41
$
0.13
$
0.39
$
0.13
55,189,056
56,479,976
57,587,244
58,665,731
F-6
Table of Contents
Year
ended
Six months
ended
January 29,
January 28,
February 3,
July 29,
August 4,
(Dollars in
thousands)
2005
2006
2007
2006
2007
(unaudited)
$
9,460
$
15,969
$
22,543
$
9,264
$
7,525
18,304
22,285
29,736
12,241
19,103
961
(3,037
)
(3,080
)
634
468
983
456
554
(213
)
(5,360
)
(2,733
)
(918
)
1,167
1,230
3,518
924
(65
)
(8,548
)
(830
)
(2,719
)
5,750
4,180
(21,514
)
(5,134
)
(19,863
)
(10,199
)
(19,322
)
(3,157
)
(2,542
)
(449
)
(3,534
)
(8,546
)
15,308
(5,505
)
8,636
3,182
(2,062
)
10,595
7,753
11,767
(9,567
)
(6,676
)
6,051
7,157
9,918
2,387
6,284
29,261
37,601
55,630
8,171
57
(34,807
)
(41,607
)
(62,331
)
(18,370
)
(42,889
)
4,467
(2,414
)
(2,414
)
(34,807
)
(41,607
)
(64,745
)
(20,784
)
(38,422
)
532,002
644,817
851,468
357,562
468,668
(528,010
)
(641,652
)
(846,112
)
(347,871
)
(430,579
)
213
5,360
2,733
918
1,801
615
1,422
466
785
(2,217
)
(1,907
)
(421
)
(167
)
15
5,372
3,841
9,921
12,890
37,885
(174
)
(165
)
806
277
(480
)
3,178
3,004
2,839
2,839
3,645
$
3,004
$
2,839
$
3,645
$
3,116
$
3,165
$
2,516
$
3,218
$
3,798
$
1,455
$
2,019
$
3,277
$
9,766
$
17,193
$
16,596
$
12,076
$
(634
)
$
(427
)
$
(68
)
$
(63
)
$
95
$
$
$
(1,680
)
$
(1,680
)
$
F-7
Table of Contents
Series I
convertible, voting preferred stock
Series II
convertible, voting preferred stock
Series IV
convertible, voting preferred stock
Series V
convertible, voting preferred stock
Series V-1
convertible, voting preferred stock
$0.01
$0.01
$0.01
$0.01
$0.01
17,207,532
7,634,207
19,183,653
22,500,000
4,600,000
Total preferred
stock
Par value
authorized shares
Issued
Issued
Issued
Issued
Issued
Issued
(Dollars in
thousands, except per share data)
shares
Amount
shares
Amount
shares
Amount
shares
Amount
shares
Amount
shares
Amount
16,769,101
$
31,818
7,634,207
$
74,455
19,183,653
$
34,565
21,447,959
$
41,287
920,000
$
1,721
65,954,920
$
183,846
3,419
3,673
4,416
184
11,692
16,769,101
35,237
7,634,207
74,455
19,183,653
38,238
21,447,959
45,703
920,000
1,905
65,954,920
195,538
146,130
15
146,130
15
3,788
4,058
4,873
203
12,922
16,915,231
39,040
7,634,207
74,455
19,183,653
42,296
21,447,959
50,576
920,000
2,108
66,101,050
208,475
4,277
4,575
5,503
229
14,584
16,915,231
$
43,317
7,634,207
$
74,455
19,183,653
$
46,871
21,447,959
$
56,079
920,000
$
2,337
66,101,050
$
223,059
F-8
Table of Contents
Treasurypreferred
stock
Common
stock
$0.0158
Related
Accumulated
67,308,000
Treasurycommon
stock
Additional
Deferred
party
other
Total
Par value
authorized shares
Treasury
Issued
Treasury
paid-In
stock-based
notes
Accumulated
comprehensive
stockholders
(Dollars in
thousands, except per share data)
shares
Amount
shares
Amount
shares
Amount
capital
compensation
receivable
deficit
income
(loss)
equity
(38,095
)
$
(12
)
2,592,947
$
41
(506
)
$
$
2,400
$
$
(373
)
$
(92,014
)
$
(1,110
)
$
92,778
892,148
53
1,749
1,802
(11,692
)
634
634
9,460
9,460
10,094
209
209
442,400
7
1,148
(1,155
)
425
425
(38,095
)
(12
)
3,927,495
101
(506
)
5,506
(730
)
(373
)
(94,246
)
(476
)
105,308
586,046
(30
)
645
630
(12,922
)
427
427
15,969
15,969
16,396
213
213
169
169
299
299
(38,095
)
(12
)
4,513,541
71
(506
)
6,533
(431
)
(373
)
(91,199
)
(49
)
123,015
2,895,761
46
3,056
3,102
(241,613
)
(2,217
)
(2,217
)
(14,584
)
(4,094
)
(4,094
)
68
68
22,543
22,543
22,611
5,360
5,360
(431
)
431
690
690
293
293
(38,095
)
$
(12
)
7,409,302
$
117
(242,119
)
$
(2,217
)
$
15,501
$
$
(4,467
)
$
(83,240
)
$
19
$
148,760
F-9
Table of Contents
Series I
convertible, voting, preferred stock
Series II
convertible, voting, preferred stock
Series IV
convertible, voting, preferred stock
Series V
convertible, voting, preferred stock
Series V-1
convertible, voting, preferred stock
Total preferred
stock
Treasurypreferred
stock
Common
stock
$0.01
$0.01
$0.01
$0.01
$0.01
$0.0158
Related
Accumulated
17,207,532
7,634,207
19,183,653
22,500,000
4,600,000
67,308,000
Treasurycommon
stock
Additional
party
other
Total
Par value
authorized shares
Issued
Issued
Issued
Issued
Issued
Issued
Issued
Issued
Issued
paid-in
notes
Accumulated
comprehensive
stockholders
(Dollars in
thousands, except per share data)
shares
Amount
shares
Amount
shares
Amount
shares
Amount
shares
Amount
shares
Amount
shares
Amount
shares
Amount
shares
Amount
capital
receivable
deficit
income
(loss)
equity
16,915,231
$
43,317
7,634,207
$
74,455
19,183,653
$
46,871
21,447,959
$
56,079
920,000
$
2,337
66,101,050
$
223,059
(38,095
)
$(12
)
7,409,302
$
117
(242,119
)
$
(2,217
)
$
15,501
$
(4,467
)
$
(83,240
)
$
19
$
148,760
323,802
5
780
785
(360,425
)
(1,803
)
(8,532
)
(104
)
(1,907
)
2,214
2,395
2,892
120
7,621
(7,621
)
4,467
4,467
(95
)
(95
)
7,525
7,525
7,430
918
918
464
464
90
90
16,915,231
$
45,531
7,634,207
$
74,455
19,183,653
$
49,266
21,447,959
$
58,971
920,000
$
2,457
66,101,050
$
230,680
(398,520
)
$
(1,815
)
7,733,104
$
122
(250,651
)
$
(2,321
)
$
17,753
$
$
(83,336
)
$
(76
)
$
161,007
F-10
Table of Contents
Number of
State
stores
19
25
9
1
10
12
27
4
1
1
2
4
4
6
5
9
6
8
4
1
11
3
28
7
3
1
211
F-11
Table of Contents
Automatic conversion of all outstanding shares of our preferred
stock, other than our Series III preferred stock, into an
aggregate of 41,523,999 shares of common stock upon the
consummation of the offering.
The sale of 7,666,667 shares of common stock at an initial
public offering price of $13.48 per share, after deducting
underwriting discounts and commissions and estimated offering
expenses.
The redemption of our Series III preferred stock for
approximately $4.8 million concurrently with the closing of
the offering.
The payment of approximately $89.4 million of accumulated
dividends in arrears on our preferred stock upon the
consummation of the offering.
F-12
Table of Contents
2.
Summary of
significant accounting policies
F-13
Table of Contents
3 to 10 years
10 years
3 to 5 years
F-14
Table of Contents
F-15
Table of Contents
F-16
Table of Contents
F-17
Table of Contents
3.
Property and
equipment
January 28,
February 3,
(Dollars
in thousands)
2006
2007
$
88,431
$
107,033
100,447
119,750
32,059
45,701
6,212
7,006
227,149
279,490
(94,146
)
(117,410
)
$
133,003
$
162,080
4.
Commitments and
contingencies
F-18
Table of Contents
Fiscal
year
Operating
(Dollars in
thousands)
leases
$
53,494
58,161
56,865
51,262
45,966
155,893
$
421,641
5.
Accrued
liabilities
January 28,
February 3,
(Dollars
in thousands)
2006
2007
$
7,316
$
13,728
4,168
6,110
5,536
6,921
3,750
4,944
5,726
6,901
$
26,496
$
38,604
F-19
Table of Contents
6.
Income
taxes
Year
ended
January 29,
January 28,
February 3,
(Dollars
in thousands)
2005
2006
2007
$
4,513
$
11,790
$
15,165
727
1,562
2,102
5,240
13,352
17,267
852
(2,523
)
(2,228
)
109
(325
)
(808
)
961
(2,848
)
(3,036
)
$
6,201
$
10,504
$
14,231
Year
ended
January 29,
January 28,
February 3,
2005
2006
2007
35.0%
35.0%
35.0%
4.4
4.5
3.4
0.2
0.2
0.3
39.6%
39.7%
38.7%
F-20
Table of Contents
January 28,
February 3,
(Dollars
in thousands)
2006
2007
$
1,078
$
1,433
633
947
946
158
86
1,594
1,350
5,676
10,360
9,453
14,808
742
1,847
5,271
2,589
5,271
(363
)
$
6,501
$
9,537
7.
Notes
payable
F-21
Table of Contents
8.
Financial
instruments
F-22
Table of Contents
9.
Preferred
stock
Series (Dollars
in thousands, except per share data)
Preferred
stock
I
II
III
IV
V
V-1
4/01/97,
12/18/00,
5/30/97,
7/10/01,
12/18/00
Issuance
date
and
2/2/05
4/1/97
4/1/97
7/29/98
and
2/2/02
and
7/10/01
16,915,231
7,634,207
4,792,302
19,183,653
17,797,640
4,570,319
$
16,418
$
$
$
19,757
$
25,495
$
6,855
16,915,231
7,634,207
4,792,302
19,145,558
21,447,959
920,000
$
23,461
$
$
$
23,136
$
19,819
$
784
$
40,410
$
76,342
$
4,792
$
43,227
$
51,991
$
2,164
16,915,231
7,634,207
4,792,302
19,145,558
21,447,959
920,000
$
27,738
$
$
$
27,711
$
25,322
$
1,013
$
44,687
$
76,342
$
4,792
$
47,802
$
57,494
$
2,393
F-23
Table of Contents
F-24
Table of Contents
10.
Common
stock
67,308,000
10,875,160
4,824,819
12,124,069
14,220,000
2,907,200
10,004,532
331,800
55,287,580
7,167,183
11.
Share-based
awards
F-25
Table of Contents
2004
2005
2006
45%
4.70%
4.30%
4.79%
7.0
7.0
5.5
None
None
None
F-26
Table of Contents
Common stock
options
January 29,
2005
January 28,
2006
February 3,
2007
Weighted-
Weighted-
Weighted-
average
average
average
exercise
exercise
exercise
Options
outstanding
Shares
price
Shares
price
Shares
price
5,318,118
$
1.04
6,171,820
$
1.38
6,138,618
$
1.61
1,310,154
2.61
829,699
3.32
1,330,360
6.21
(158,948
)
0.32
(485,565
)
0.76
(2,882,332
)
1.07
(297,504
)
1.36
(377,336
)
2.34
(464,974
)
1.52
6,171,820
$
1.38
6,138,618
$
1.61
4,121,672
$
3.49
3,775,761
$
0.88
4,051,185
$
1.07
2,049,508
$
2.32
Preferred stock
options
January 29,
2005
January 28,
2006
February 3,
2007
Weighted-
Weighted-
Weighted-
average
average
average
exercise
exercise
exercise
Options
outstanding
Shares
price
Shares
price
Shares
price
146,130
$
0.10
146,130
$
0.10
(146,130
)
0.10
146,130
$
0.10
146,130
$
0.10
F-27
Table of Contents
Common stock
options
January 29,
2005
January 28,
2006
February 3,
2007
Weighted-
Weighted-
Weighted-
average
average
average
exercise
exercise
exercise
Options
outstanding
Shares
price
Shares
price
Shares
price
200,976
$
0.79
53,720
$
1.11
13,430
$
1.11
(40,290
)
1.11
(13,430
)
1.11
(147,256
)
0.68
53,720
$
1.11
13,430
$
1.11
26,860
$
1.11
Options
outstanding
Options
exercisable
Weighted-
Weighted-
average
Weighted-
average
Weighted-
remaining
average
remaining
average
Range
of
Number
contractual
exercise
Number
contractual
exercise
exercise
prices
of
options
life
price
of
options
life
price
145,405
7
$
0.16
145,405
7
$
0.16
543,265
9
0.98
543,265
9
0.98
1,431,575
8
2.45
898,559
8
2.37
1,467,387
11
3.72
399,079
11
3.76
534,040
11
9.18
63,200
11
9.18
4,121,672
10
$
3.49
2,049,508
9
$
2.32
F-28
Table of Contents
Weighted-
average
grant date
Shares
fair
value
252,800
$
2.61
110,600
2.61
142,200
$
2.61
(Dollars
in thousands,
Year
ended
Six
months ended
except per common
share
January 29,
January 28,
February 3,
July 29,
August 4,
data)
2005
2006
2007
2006
2007
(unaudited)
$
9,460
$
15,969
$
22,543
$
9,264
$
7,525
11,692
12,922
14,584
6,971
7,621
$
(2,232
)
$
3,047
$
7,959
$
2,293
$
(96
)
F-29
Table of Contents
(Dollars
in thousands,
Year
ended
Six
months ended
except per common
share
January 29,
January 28,
February 3,
July 29,
August 4,
data)
2005
2006
2007
2006
2007
(unaudited)
3,180,611
4,094,233
5,770,601
4,823,169
7,289,310
2,350,219
2,398,188
2,275,393
41,751,788
41,751,788
41,751,788
3,180,611
48,196,240
49,920,577
48,850,350
7,289,310
$
(0.70
)
$
0.74
$
1.38
$
0.48
$
(0.01
)
$
(0.70
)
$
0.33
$
0.45
$
0.19
$
(0.01
)
$
22,543
$
7,525
5,770,601
7,289,310
41,751,788
41,523,999
7,666,667
7,666,667
55,189,056
56,479,976
Table of Contents
(Dollars
in thousands,
Year
ended
Six
months ended
except per common
share
January 29,
January 28,
February 3,
July 29,
August 4,
data)
2005
2006
2007
2006
2007
(unaudited)
49,920,577
50,999,064
7,666,667
7,666,667
57,587,244
58,665,731
$
0.41
$
0.13
$
0.39
$
0.13
Table of Contents
15.
Subsequent events
(unaudited)
F-32
Table of Contents
16.
Valuation and
qualifying accounts
Balance at
Charged to
Balance
Description
beginning
costs
and
at
end of
(Dollars in
thousands)
of
period
expenses
Deductions
period
$
224
$
338
$
(140
)(1)
$
422
722
2,003
(1,720
)
1,005
758
359
(416
)
701
55
169
224
829
2,246
(2,353
)
722
612
758
(612
)
758
33
65
(43
)(1)
55
2,093
5,215
(6,479
)
829
2,013
612
(2,013
)
612
(1)
Represents write-off of
uncollectible accounts.
F-33
Table of Contents
Table of Contents
Table of Contents
$
4,594
$
12,068
$
100,000
*
*
*
*
*
*
*
*
To be completed by amendment.
Item 14.
Indemnification
of directors and officers
II-1
Table of Contents
II-2
Table of Contents
Exhibit
number
Description of
document
1
.1*
Form of Underwriting Agreement.
3
.1**
Amended and Restated Certificate
of Incorporation (to be effective upon the consummation of this
offering).
3
.2**
Amended and Restated Bylaws (to be
effective upon the consummation of this offering).
4
.1*
Specimen Common Stock Certificate.
4
.2**
Third Amended and Restated
Registration Rights Agreement between Ulta Salon, Cosmetics
& Fragrance, Inc. and the stockholders party thereto (to be
effective upon the consummation of this offering).
4
.3**
Second Amended and Restated
Reclassification and Sale of Shares Agreement, dated as of
December 18, 2000, between Ulta Salon, Cosmetics &
Fragrance, Inc. and the stockholders and warrant holders party
thereto.
II-3
Table of Contents
Exhibit
number
Description of
document
4
.3(a)**
Amendment to the Second Amended
and Restated Reclassification and Sale of Shares Agreement,
dated as of May 25, 2001, between Ulta Salon, Cosmetics
& Fragrance, Inc. and the stockholders party thereto.
4
.4**
Stockholder Rights Agreement.
5
.1
Opinion of Latham & Watkins
LLP.
10
.1**
Employment Agreement, dated as of
June 23, 2006, between Ulta Salon, Cosmetics &
Fragrance, Inc. and Lyn Kirby.
10
.2**
Secured Promissory Notes, dated as
of June 30, 2006, by Lyn Kirby in favor of Ulta Salon,
Cosmetics & Fragrance, Inc.
10
.3**
Employment Agreement, dated as of
December 12, 2005, between Ulta Salon, Cosmetics &
Fragrance, Inc. and Bruce Barkus.
10
.3(a)**
Amendment to Employment Agreement,
dated as of June 28, 2006, between Ulta Salon, Cosmetics
& Fragrance, Inc. and Bruce Barkus
10
.4**
Restricted Stock Agreement, dated
as of June 21, 2004 between Ulta Salon, Cosmetics &
Fragrance, Inc. and Dennis Eck.
10
.5**
Restricted Stock Agreement, dated
as of June 21, 2004 between Ulta Salon, Cosmetics &
Fragrance, Inc. and Robert DiRomualdo.
10
.6**
Stock Purchase Agreement, executed
on December 21, 2006, between Ulta Salon, Cosmetics &
Fragrance, Inc. and Charles R. Weber.
10
.7**
Ulta Salon, Cosmetics &
Fragrance, Inc. Second Amended and Restated Restricted Stock
Option Plan.
10
.7(a)**
Amendment to Ulta Salon, Cosmetics
& Fragrance, Inc. Second Amended and Restated Restricted
Stock Option Plan.
10
.8**
Ulta Salon, Cosmetics &
Fragrance, Inc. Second Amended and Restated Restricted Stock
Plan.
10
.9**
Ulta Salon, Cosmetics &
Fragrance, Inc. 2002 Equity Incentive Plan.
10
.10
Ulta Salon, Cosmetics &
Fragrance, Inc. 2007 Incentive Award Plan.
10
.11**
Lease Agreement, dated
June 22, 1999, between
ULTA
3
Cosmetics & Salon, Inc. and 1135 Arbor Drive Investors
LLC.
10
.12**
Lease, dated September 11,
2002, between Ulta Salon, Cosmetics & Fragrance, Inc. and
The Prudential Insurance Company of America.
10
.12(a)**
First Amendment to Lease, dated
August 24, 2004, between Ulta Salon, Cosmetics &
Fragrance, Inc. and The Prudential Insurance Company of America.
10
.13**
Lease, dated October 31,
2006, between Ulta Salon, Cosmetics & Fragrance, Inc. and
The Prudential Insurance Company of America.
10
.14**
Office Lease, dated as of
April 17, 2007, between Ulta Salon, Cosmetics &
Fragrance, Inc. and Bolingbrook Investors, LLC.
10
.15
Lease, effective as of
June 21, 2007, by and between Southwest Valley Partners,
LLC and Ulta Salon, Cosmetics & Fragrance, Inc.
10
.16**
Third Amendment and Restated Loan
and Security Agreement, dated as of June 29, 2007, by and
among Ulta Salon, Cosmetics & Fragrance, Inc., LaSalle
Bank National Association, Wachovia Capital Finance Corporation
(Central) and JPMorgan Chase Bank, N.A.
23
.1
Consent of Ernst & Young LLP,
independent registered public accounting firm
II-4
Table of Contents
Exhibit
number
Description of
document
23
.2
Consent of Latham & Watkins
LLP (included in Exhibit 5.1)
*
To be filed by amendment.
**
Previously filed.
Confidential treatment requested
for certain portions of this Exhibit pursuant to Rule 406 under
the Securities Act, which portions are omitted and filed
separately with the Securities and Exchange Commission.
(b)
Financial
statement schedules.
II-5
Table of Contents
By:
II-6
Table of Contents
Signature
Title
Date
Director
September 27, 2007
Director
September 27, 2007
* By:
Attorney-in-Fact
II-7
Table of Contents
Exhibit
number
Description of
document
1
.1*
Form of Underwriting Agreement.
3
.1**
Amended and Restated Certificate
of Incorporation (to be effective upon the consummation of this
offering).
3
.2**
Amended and Restated Bylaws (to be
effective upon the consummation of this offering).
4
.1*
Specimen Common Stock Certificate.
4
.2**
Third Amended and Restated
Registration Rights Agreement between Ulta Salon, Cosmetics
& Fragrance, Inc. and the stockholders party thereto (to be
effective upon the consummation of this offering).
4
.3**
Second Amended and Restated
Reclassification and Sale of Shares Agreement, dated as of
December 18, 2000, between Ulta Salon, Cosmetics &
Fragrance, Inc. and the stockholders and warrant holders party
thereto.
4
.3(a)**
Amendment to the Second Amended
and Restated Reclassification and Sale of Shares Agreement,
dated as of May 25, 2001, between Ulta Salon, Cosmetics
& Fragrance, Inc. and the stockholders party thereto.
4
.4**
Stockholder Rights Agreement.
5
.1
Opinion of Latham & Watkins
LLP.
10
.1**
Employment Agreement, dated as of
June 23, 2006, between Ulta Salon, Cosmetics &
Fragrance, Inc. and Lyn Kirby.
10
.2**
Secured Promissory Notes, dated as
of June 30, 2006, by Lyn Kirby in favor of Ulta Salon,
Cosmetics & Fragrance, Inc.
10
.3**
Employment Agreement, dated as of
December 12, 2005, between Ulta Salon, Cosmetics &
Fragrance, Inc. and Bruce Barkus.
10
.3(a)**
Amendment to Employment Agreement,
dated as of June 28, 2006, between Ulta Salon, Cosmetics
& Fragrance, Inc. and Bruce Barkus
10
.4**
Restricted Stock Agreement, dated
as of June 21, 2004 between Ulta Salon, Cosmetics &
Fragrance, Inc. and Dennis Eck.
10
.5**
Restricted Stock Agreement, dated
as of June 21, 2004 between Ulta Salon, Cosmetics &
Fragrance, Inc. and Robert DiRomualdo.
10
.6**
Stock Purchase Agreement, executed
on December 21, 2006, between Ulta Salon, Cosmetics &
Fragrance, Inc. and Charles R. Weber.
10
.7**
Ulta Salon, Cosmetics &
Fragrance, Inc. Second Amended and Restated Restricted Stock
Option Plan.
10
.7(a)**
Amendment to Ulta Salon, Cosmetics
& Fragrance, Inc. Second Amended and Restated Restricted
Stock Option Plan.
10
.8**
Ulta Salon, Cosmetics &
Fragrance, Inc. Second Amended and Restated Restricted Stock
Plan.
10
.9**
Ulta Salon, Cosmetics &
Fragrance, Inc. 2002 Equity Incentive Plan.
10
.10
Ulta Salon, Cosmetics &
Fragrance, Inc. 2007 Incentive Award Plan.
10
.11**
Lease Agreement, dated
June 22, 1999, between
ULTA
3
Cosmetics & Salon, Inc. and 1135 Arbor Drive Investors
LLC.
10
.12**
Lease, dated September 11,
2002, between Ulta Salon, Cosmetics & Fragrance, Inc. and
The Prudential Insurance Company of America.
Table of Contents
Exhibit
number
Description of
document
10
.12(a)**
First Amendment to Lease, dated
August 24, 2004, between Ulta Salon, Cosmetics &
Fragrance, Inc. and The Prudential Insurance Company of America.
10
.13**
Lease, dated October 31,
2006, between Ulta Salon, Cosmetics & Fragrance, Inc. and
The Prudential Insurance Company of America.
10
.14**
Office Lease, dated as of
April 17, 2007, between Ulta Salon, Cosmetics &
Fragrance, Inc. and Bolingbrook Investors, LLC.
10
.15
Lease, effective as of
June 21, 2007, by and between Southwest Valley Partners,
LLC and Ulta Salon, Cosmetics & Fragrance, Inc.
10
.16**
Third Amendment and Restated Loan
and Security Agreement, dated as of June 29, 2007, by and
among Ulta Salon, Cosmetics & Fragrance, Inc., LaSalle
Bank National Association, Wachovia Capital Finance Corporation
(Central) and JPMorgan Chase Bank, N.A.
23
.1
Consent of Ernst & Young LLP,
independent registered public accounting firm
23
.2
Consent of Latham & Watkins
LLP (included in Exhibit 5.1)
*
To be filed by amendment.
**
Previously filed.
Confidential treatment requested
for certain portions of this Exhibit pursuant to Rule 406 under
the Securities Act, which portions are omitted and filed
separately with the Securities and Exchange Commission.
|
Sears Tower, Suite 5800 | |
|
233 S. Wacker Dr. | |
|
Chicago, Illinois 60606 | |
|
Tel: +312.876.7700 Fax: +312.993.9767 | |
|
www.lw.com |
|
Re: | Registration Statement No. 333-144405; | ||
|
9,829,921 shares of Common Stock, par value $.0158 per share |
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
|
|
24
Landlord:
Southwest Valley Partners,
|
||
LLC, an Indiana limited liability company
|
||
|
||
Address for mail and deliveries:
|
||
7887 E. Belleview Avenue, Suite 900
|
||
Englewood, CO 80111
|
||
Attn: Austin W. Lehr
|
||
|
||
Telephone:
720-279-5422
|
||
Facsimile:
720-279-5322
|
||
Electronic Address:
alehr@lauth.net
|
||
|
||
With a copy to:
|
||
Lauth Group, Inc.
|
||
401 Pennsylvania Parkway
|
||
Indianapolis, IN 46280
|
||
Attn: General Counsel
|
||
Telephone:
(317) 575-3098
|
||
Facsimile:
(317) 564-3098
|
||
Electronic Address:
vback@lauth.net
|
||
|
||
Tenant:
Ulta Salon, Cosmetics &
Fragrance, Inc.
|
||
|
||
Address for mail and deliveries:
|
||
Windham Lakes Business Park
|
||
1275 Windham Drive
|
||
Romeoville, Illinois 60446
|
||
Attn: Sr. Vice President of Growth &
Development
|
||
|
||
Telephone:
(630) 226-0020
|
||
Facsimile:
(630) 679-5524
|
||
Electronic Address:
alelli@ultainc.com
|
[***]: | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
Target Early Entry Date:
|
[***] | |||||
|
||||||
Target Commencement Date:
|
[***] | |||||
|
||||||
Monthly Base Rent Schedule: | Month | Monthly Amount | Annual Amount | |||
|
||||||
|
01-12 | $[***] | $[***] | |||
|
13-24 | $[***] | $[***] | |||
|
25-36 | $[***] | $[***] | |||
|
37-48 | $[***] | $[***] | |||
|
49-60 | $[***] | $[***] | |||
|
61-72 | $[***] | $[***] | |||
|
73-84 | $[***] | $[***] | |||
|
85-96 | $[***] | $[***] | |||
|
97-108 | $[***] | $[***] | |||
|
109-120 | $[***] | $[***] | |||
|
121-127 | $[***] | $[***] | |||
|
||||||
Security Deposit:
|
None | |||||
|
||||||
Outside Broker: | For Tenant: Brad Anderson and Bob Crum CB Richard Ellis | |||||
|
||||||
For Landlord: Mark Krison, CB Richard Ellis | ||||||
|
||||||
Permitted Use: | Bulk distribution warehouse and incidental office space | |||||
|
||||||
Tenants Proportionate Share:
|
54.48% | |||||
|
||||||
Addenda:
|
None |
[***]: | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
[***]: | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
[***]: | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
[***]: | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
[***]: | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
[***]: | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
[***]: | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
TENANT:
|
LANDLORD: | ||||||||||
|
|||||||||||
ULTA SALON, COSMETICS & FRAGRANCE, INC. , a Delaware corporation | SOUTHWEST VALLEY PARTNERS, LLC | ||||||||||
|
|||||||||||
By:
|
/s/ Alex J. Lelli, Jr. | By: | /s/ Michael S. Curless | ||||||||
|
|||||||||||
|
|||||||||||
Printed:
|
Alex J. Lelli, Jr. | Printed: | Michael S. Curless | ||||||||
|
|||||||||||
|
|||||||||||
Title:
|
Senior Vice President, Growth & Development | Title: | Executive Vice President | ||||||||
|
|||||||||||
|
|||||||||||
Execution Date: June 14, 2007 | Execution Date: June 21, 2007 |
AVAILABLE UPON REQUEST.
Depiction of the Premises
Legal Description of the Site
Construction Work
Acceptance and Commencement Agreement
Rules and Regulations
[Intentionally Deleted]
Signage Proposal
Subordination, Non-disturbance and Attornment Agreement
Landlords Waiver and Consent
Acceptable Configurations of Expansion Premises
Memorandum of Lease
Release of Memorandum of Lease