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As filed with the Securities and Exchange Commission on March 16, 2007   Registration No. 333-
 
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
Blue Nile, Inc.
(Exact name of registrant as specified in its charter)
 
     
Delaware   91-1963165
(State of Incorporation)   (I.R.S. Employer Identification No.)
 
705 Fifth Avenue South, Suite 900, Seattle, WA 98104
(Address of principal executive offices and zip code)
 
2004 Equity Incentive Plan
2004 Non-Employee Directors’ Stock Option Plan
(Full title of the plan)
Mark C. Vadon
Chief Executive Officer
Blue Nile, Inc.
705 Fifth Avenue South, Suite 900
Seattle, WA 98104
Tel: (206) 336-6700
(Name, address, including zip code, and telephone number, including area code, of agent for service)
 

Copies to:
John M. Geschke, Esq.
Cooley Godward Kronish llp
5 Palo Alto Square
3000 El Camino Real
Palo Alto, CA 94306
(650) 843-5000
 
CALCULATION OF REGISTRATION FEE
                             
 
              Proposed Maximum     Proposed Maximum        
  Title of Securities     Amount to be     Offering     Aggregate     Amount of  
  to be Registered     Registered(1)     Price Per Share(2)     Offering Price(2)     Registration Fee  
 
Common Stock, par value $.001 per share, to be issued under the 2004 Equity Incentive Plan and the 2004 Non-Employee Directors’ Stock Option Plan
     838,580 shares     $39.69     $33,283,240.20     $1,021.80  
 
 
(1)   This Registration Statement shall cover any additional shares of common stock which become issuable under the plans set forth herein by reason of any stock dividend, stock split, recapitalization or any other similar transaction without receipt of consideration which results in an increase in the number of shares of the Registrant outstanding common stock.
 
(2)   Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and Rule 457(h)(1) under the Securities Act of 1933, as amended (the “Securities Act”). The offering price per share and aggregate offering price are based upon the average of the high and low prices of Registrant’s common stock as reported on the NASDAQ Global Select Market on March 13, 2007, for (i) 798,580 shares reserved for future grant pursuant to the Registrant’s 2004 Equity Incentive Plan and (ii) 40,000 shares issuable pursuant to the Registrant’s 2004 Non-Employee Directors’ Stock Option Plan.
 
 

 

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EXPLANATORY NOTE PURSUANT TO
GENERAL INSTRUCTION E TO FORM S-8
     This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 838,580 shares of the Registrant’s common stock to be issued pursuant to the Registrant’s 2004 Equity Incentive Plan and 2004 Non-Employee Directors’ Stock Option Plan.
INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENTS ON FORM S-8
     The contents of Registration Statements on Form S-8 previously filed with the Securities and Exchange Commission on May 20, 2004 (File No. 333-115700), April 8, 2005 (File No. 333-123962) and March 20, 2006 (File No. 333-132588) are incorporated by reference herein.
EXHIBITS
     
Exhibit    
Number   Description
4.1(1)
  Amended and Restated Certificate of Incorporation of Blue Nile, Inc.
 
    
4.2(2)
  Amended and Restated Bylaws of Blue Nile, Inc.
 
    
4.3(3)
  Specimen Stock Certificate.
 
    
5.1
  Opinion of Cooley Godward Kronish llp.
 
    
23.1
  Consent of PricewaterhouseCoopers llp.
 
    
23.2
  Consent of Deloitte & Touche llp.
 
    
23.3
  Consent of Cooley Godward Kronish llp (included in Exhibit 5.1).
 
    
24.1
  Power of Attorney is contained in the signature pages to this Registration Statement.
 
    
99.1.1(4)
  Blue Nile, Inc. 2004 Equity Incentive Plan.
 
    
99.1.2(5)
  Form of Stock Option Agreement pursuant to the Blue Nile, Inc. 2004 Equity Incentive Plan.
 
    
99.1.3(6)
  Form of Stock Grant Notice pursuant to the Blue Nile, Inc. 2004 Equity Incentive Plan.
 
    
99.2.1(7)
  Blue Nile, Inc. 2004 Non-Employee Directors’ Stock Option Plan, as amended and restated on June 19, 2006.
 
    
99.2.2(8)
  Form of Stock Option Agreement pursuant to the Blue Nile, Inc. 2004 Non-Employee Directors’ Stock Option Plan.
 
(1)   Previously filed as Exhibit 3.1 to Blue Nile, Inc.’s Form 10-Q for the quarterly period ended July 4, 2004 (No. 000-50763), as filed with the Securities and Exchange Commission on August 6, 2004, and incorporated by reference herein.
 
(2)   Previously filed as Exhibit 3.2 to Blue Nile, Inc.’s Registration Statement on Form S-1 (No. 333-113494), as filed with the Securities and Exchange Commission on March 11, 2004, as amended, and incorporated by reference herein.
 
(3)   Previously filed as Exhibit 4.2 to Blue Nile, Inc.’s Registration Statement on Form S-1/A (No. 333-113494), as filed with the Securities and Exchange Commission on May 4, 2004, as amended, and incorporated by reference herein.
 
(4)   Previously filed as Exhibit 10.4.1 to Blue Nile, Inc.’s Registration Statement on Form S-1/A (No. 333-113494), as filed with the Securities and Exchange Commission on April 19, 2004, as amended, and incorporated by reference herein.

 

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(5)   Previously filed as Exhibit 10.4.2 to Blue Nile, Inc.’s Form 10-K for the annual period ended January 2, 2005 (No. 000-50763), as filed with the Securities and Exchange Commission on March 25, 2005, and incorporated by reference herein.
 
(6)   Previously filed as Exhibit 10.1 to Blue Nile, Inc.’s Current Report on Form 8-K (No. 000-50763), as filed with the Securities and Exchange Commission on December 13, 2004 and incorporated by reference herein.
 
(7)   Previously filed as Exhibit 10.1 to Blue Nile, Inc.’s Current Report on Form 8-K (No. 000-50763), as filed with the Securities and Exchange Commission on June 19, 2006 and incorporated by reference herein.
 
(8)   Previously filed as Exhibit 10.2.2 to Blue Nile, Inc.’s Form 10-K for the annual period ended January 2, 2005 (No. 000-50763), as filed with the Securities and Exchange Commission on March 25, 2005, and incorporated by reference herein.

 

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SIGNATURES
EXHIBIT 5.1
EXHIBIT 23.1
EXHIBIT 23.2

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SIGNATURES
     Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Seattle, State of Washington, on March 15 , 2007.
         
  Blue Nile, Inc.
 		  
  By:   /s/ Mark C. Vadon    
    Mark C. Vadon   
    Chief Executive Officer   
 
POWER OF ATTORNEY
     Each person whose signature appears below constitutes and appoints Mark C. Vadon and Diane M. Irvine, and each or any one of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
         
Signature   Title   Date
 
        
/s/ Mark C. Vadon
  Chief Executive Officer and   March 15, 2007
 
Mark C. Vadon
  Director (Principal Executive
Officer)		    
 
        
/s/ Diane M. Irvine
  President, Chief Financial   March 15, 2007
 
Diane M. Irvine
  Officer and Director (Principal
Financial and Accounting		    
 
  Officer)    
 
        
/s/ W. Eric Carlborg
   Director   March 15, 2007
 
W. Eric Carlborg
       
 
        
/s/ Joseph Jimenez
   Director   March 15, 2007
 
Joseph Jimenez
       
 
        
/s/ Brian P. McAndrews
   Director   March 15, 2007
 
Brain P. McAndrews
       

 

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Signature   Title   Date
 
    
/s/ Anne Saunders
  Director   March 15, 2007
 
Anne Saunders
       
 
        
/s/ Joanna Strober
  Director   March 15, 2007
 
Joanna Strober
       
 
        
/s/ Mary Alice Taylor
  Director   March 15, 2007
 
Mary Alice Taylor
       

 

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EXHIBITS
     
Exhibit    
Number   Description
 
    
4.1(1)
  Amended and Restated Certificate of Incorporation of Blue Nile, Inc.
 
    
4.2(2)
  Amended and Restated Bylaws of Blue Nile, Inc.
 
    
4.3(3)
  Specimen Stock Certificate.
 
    
5.1
  Opinion of Cooley Godward Kronish llp.
 
    
23.1
  Consent of PricewaterhouseCoopers llp.
 
    
23.2
  Consent of Deloitte & Touche llp.
 
    
23.3
  Consent of Cooley Godward Kronish llp (included in Exhibit 5.1).
 
    
24.1
  Power of Attorney is contained in the signature pages to this Registration Statement.
 
    
99.1.1(4)
  Blue Nile, Inc. 2004 Equity Incentive Plan.
 
    
99.1.2(5)
  Form of Stock Option Agreement pursuant to the Blue Nile, Inc. 2004 Equity Incentive Plan.
 
    
99.1.3(6)
  Form of Stock Grant Notice pursuant to the Blue Nile, Inc. 2004 Equity Incentive Plan.
 
    
99.2.1(7)
  Blue Nile, Inc. 2004 Non-Employee Directors’ Stock Option Plan, as amended and restated on June 19, 2006.
 
    
99.2.2(8)
  Form of Stock Option Agreement pursuant to the Blue Nile, Inc. 2004 Non-Employee Directors’ Stock Option Plan.
 
(1)   Previously filed as Exhibit 3.1 to Blue Nile, Inc.’s Form 10-Q for the quarterly period ended July 4, 2004 (No. 000-50763), as filed with the Securities and Exchange Commission on August 6, 2004, and incorporated by reference herein.
 
(2)   Previously filed as Exhibit 3.2 to Blue Nile, Inc.’s Registration Statement on Form S-1 (No. 333-113494), as filed with the Securities and Exchange Commission on March 11, 2004, as amended, and incorporated by reference herein.
 
(3)   Previously filed as Exhibit 4.2 to Blue Nile, Inc.’s Registration Statement on Form S-1/A (No. 333-113494), as filed with the Securities and Exchange Commission on May 4, 2004, as amended, and incorporated by reference herein.
 
(4)   Previously filed as Exhibit 10.4.1 to Blue Nile, Inc.’s Registration Statement on Form S-1/A (No. 333-113494), as filed with the Securities and Exchange Commission on April 19, 2004, as amended, and incorporated by reference herein.
 
(5)   Previously filed as Exhibit 10.4.2 to Blue Nile, Inc.’s Form 10-K for the annual period ended January 2, 2005 (No. 000-50763), as filed with the Securities and Exchange Commission on March 25, 2005, and incorporated by reference herein.
 
(6)   Previously filed as Exhibit 10.1 to Blue Nile, Inc.’s Current Report on Form 8-K (No. 000-50763), as filed with the Securities and Exchange Commission on December 13, 2004 and incorporated by reference herein.
 
(7)   Previously filed as Exhibit 10.1 to Blue Nile, Inc.’s Current Report on Form 8-K (No. 000-50763), as filed with the Securities and Exchange Commission on June 19, 2006 and incorporated by reference herein.
 
(8)   Previously filed as Exhibit 10.2.2 to Blue Nile, Inc.’s Form 10-K for the annual period ended January 2, 2005 (No. 000-50763), as filed with the Securities and Exchange Commission on March 25, 2005, and incorporated by reference herein.