EFTA01381250.pdf

Form S-I S-1 1 d734898ds I .httn FORM S-1 Tabk of Contents! As filed with the Securities and Exchange Commission yin June 111. 21115 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BLUE BUFFALO PET PRODUCTS. INC. (Exact Name ofRegistrant as Specified in Its Charter) Delaware 2047 46-0552933 (State or Other Jurisdiction of (Primary Standard Industrial Classification Code (I.RS. Employer Incorporation or Organization) Number) Identification Number) 11River Road Wilton, CT 06897 (203)762-9751 (Address. Including Zip Code, and Telephone Number. Including Area Code, ofRegistrant's Principal Executive Offices) Michael Nathenson Chief Financial Officer Blue Buffalo Pet Products, Inc. 11River Road Wilton, CT 06897 (203) 762-9751 (Name. Address. Including Zip Code. and Telephone Number. Including Area Code. of Agent For Service) Copies to: Kenneth B. Wallach, Esq. Kirk A. Davenport IL Esq. Simpson Thither & Bartlett LLP Jason M. Licht, Esq. 425 Lexington Avenue Latham & Watkins LLP New York, New York 10017 885 Third Avenue (212)455-2000 New York, New York 10022 (212)906-1200 Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date or this Registration Statement. If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933. check the following box. O If this form is filed to register additional securities fa an offering pursuant to Rule 462(b) under the Securities Act check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. O If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act. check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. O If this form is a post effective amendment filed pursuant to Rule 462(d) under the Securities Act, chock the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. O Indicate by check mark whether the registrant is a large accelerated filer. an accelerated filer. a non-accelerated filer. or a mailer reporting company. Sin the defmitions of "large accelerated filer." "accelerated filer" and "smaller reporting company" in Rule 126-2 of the Exchange Act. O Large accelerated filer O Accelerated filer Non-accelerated filer (Do not check if a smaller reporting company) O Smaller reporting company CALCULATION OF REGISTRATION PF.E I illy of I ni, ( la.. al %nimbly( ic hr 1(4iniered Peopused Sla %Innen Ateregaie Anoan 04 Offering Prieellgb let ehiration Err common Sleek. SO 01 pcNa. SSinuistun (I) Includes shares of animal stock to be sold upon exercise of the underwriters' over-allotment option to purchase additional shares. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933. as amodat httr/Avuw.sec.gov/Archivecledear/datatl 609989/000119312515218883/d734898dsl .html7/20/20I 5 10:30:13 AM) CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0080069 CONFIDENTIAL SDNY GM_00226253 EFTA01381250