As filed with the Securities and Exchange Commission on May 28, 2014
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CACHE, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
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59-1588181
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification Number)
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256 West 38th Street
New York, New York 10018
(212) 575-3200
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrants Principal Executive Offices)
Jay Margolis
Chairman of the Board and Chief Executive Officer
Cache, Inc.
256 West 38th Street
New York, New York 10018
(212) 575-3200
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Copy to:
James P. Jalil
Thompson Hine LLP
335 Madison Avenue, 12th Floor
New York, New York 10017
(212) 344-5680
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.
If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.
o
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, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.
x
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
x
333-194805
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 registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.
o
If this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.
o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer
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o
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Accelerated filer
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o
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Non-accelerated filer
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o
(Do not check if a smaller reporting
company)
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Smaller Reporting Company
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x
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CALCULATION OF REGISTRATION FEE
Title of each class of
Securities to be registered
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Amount
to be
registered(1)(2)(3)
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Proposed
maximum
offering price
per unit(1)
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Proposed
maximum
aggregate
offering price(1)(2)(3)
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Amount of
registration
fee(4)
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Common stock, $0.01 par value
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Preferred stock, par value $0.01
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Warrants
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Units
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Total
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$
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3,000,000
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$
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387
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(1)
Not specified as to each class of securities to be registered pursuant to General Instruction II.D of Form S-3 under the Securities Act of 1933, as amended (the Securities Act).
(2)
The Registrant previously registered common stock, preferred stock, warrants and units with an aggregate offering price of $15,000,000 on a Registration Statement on Form S-3 (File No. 333-194805), which was declared effective April 28, 2014. In accordance with Rule 462(b) promulgated under the Securities Act of 1933, an additional amount of common stock, preferred stock, warrants and units having a proposed maximum aggregate offering price of $3,000,000 is hereby registered representing no more than 20% of the maximum aggregate offering price of securities available for issuance under the Registration Statement on Form S-3 (File No. 333-194805). In no event will the maximum aggregate offering price of all securities issued pursuant to this Registration Statement and the Registration Statement on Form S-3 (File No. 333-194805) exceed those registered under such registration statements.
(3)
The securities registered hereunder also include such indeterminate number of shares of common stock or preferred stock of the registrant as may be issued upon conversion, exchange or exercise of other securities registered hereunder. Separate consideration may or may not be received for the shares of common stock or preferred stock issuable upon such conversion, exchange or exercise.
(4)
Calculated in accordance with Rule 457(o). Represents the registration fee only for the additional amount of securities being represented hereby. The Registrant previously registered securities pursuant to a Registration Statement on Form S-3 (File No. 333-194805), as amended, for which a fee of $1,932 was paid.
This Registration Statement shall become effective upon filing with the Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.