As filed with the Securities and Exchange Commission on October 24, 2007

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Amendment No. 1 to

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934

ULTA SALON, COSMETICS & FRAGRANCE, INC.

Delaware (State or Other Jurisdiction of Incorporation or Organization)		36-3685240 (I.R.S. Employer Identification Number)

1135 Arbor Drive
Romeoville, Illinois 60446
(Address, including Zip Code, of Registrant’s
Principal Executive Offices)

Copies to:

Christopher D. Lueking, Esq. Latham & Watkins LLP 233 S. Wacker Drive, Suite 5800 Chicago, Illinois 60606 (312) 876-7700		Leland Hutchinson, Esq. Winston & Strawn LLP 35 W. Wacker Drive Chicago, Illinois 60601 (312) 558-5600

Securities to be registered pursuant to Section 12(b) of the Act:

Title of Each Class		Name of Each Exchange on Which
to be so Registered		Each Class is to be Registered
Common stock, par value $.0158 per share, with		Nasdaq Stock Market, LLC
attached preferred stock purchase rights

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box  x		If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box  o

Securities Act registration statement file number to which this form relates: 333-144405

Securities to be registered pursuant to Section 12(g) of the Act: None

 

 

Item 1.		Description of Registrant’s Securities to be Registered.

     A description of the common stock, par value $.0158 per share (the “Common Stock”), and the preferred stock purchase rights issued pursuant to the Stockholder Rights Agreement (the “Rights,” and together with the Common Stock, the “Securities”) of Ulta Salon, Cosmetics & Fragrance, Inc. (the “Registrant”) will be contained in a prospectus, constituting part of the Registrant’s Registration Statement, as amended, on Form S-1 (File No. 333-144405) (the “Registration Statement”) relating to the Securities, to be filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended (such prospectus as filed pursuant to 424(b), the “Prospectus”). The description of the Securities contained in the Prospectus under the heading “Description of capital stock” is hereby incorporated by reference into this Form 8-A.

Item 2.		Exhibits.

     The following exhibits are filed as part of this Registration Statement:

1		Registration Statement on Form S-1 (Registration No. 333-144405), originally filed with the Commission on July 6, 2007, as amended, is incorporated herein by reference.
3.1		Amended and Restated Certificate of Incorporation (filed as Exhibit 3.1 to Amendment No. 1 to the Registration Statement on Form S-1 filed on August 17, 2007 and incorporated herein by reference).
3.2		Amended and Restated Bylaws (filed as Exhibit 3.2 to Amendment No. 1 to the Registration Statement on Form S-1 filed on August 17, 2007 and incorporated herein by reference).
4.1		Stockholder Rights Agreement (filed as Exhibit 4.4 to Amendment No. 1 to the Registration Statement on Form S-1 filed on August 17, 2007 and incorporated herein by reference).
4.2		Specimen Common Stock Certificate (filed as Exhibit 4.1 to Amendment No. 3 to the Registration Statement on Form S-1 filed on October 11, 2007 and incorporated herein by reference).

SIGNATURE

     Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.