As filed with the Securities and Exchange Commission on February 5, 2015

Registration No. 333 –                    

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Dave & Buster’s Entertainment, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware		5812		35-2382255
(State or Other Jurisdiction of Incorporation or Organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

2481 Mañana Drive

Dallas, Texas 75220

(214) 357-9588

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

 

 

Stephen M. King

Chief Executive Officer

Dave & Buster’s Entertainment, Inc.

2481 Mañana Drive

Dallas, Texas 75220

(214) 357-9588

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service

 

 

Copies to:

 

Corey R. Chivers, Esq. Alexander D. Lynch, Esq. Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, New York 10153 (212) 310-8000 (Phone) (212) 310-8007 (Fax)		Marc D. Jaffe, Esq. Ian D. Schuman, Esq. Latham & Watkins LLP 885 Third Avenue, Suite 1000 New York, New York 10022 (212) 906-1200 (Phone) (212) 751-4864 (Fax)

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of 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.    ¨

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 333-201646

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.    ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) 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.    ¨

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		¨		Accelerated filer		¨
Non-accelerated filer		x  (Do not check if a smaller reporting company)		Smaller reporting company		¨

 

 

CALCULATION OF REGISTRATION FEE

 

Title of Each Class of Securities to be Registered		Amount to be     Registered		Proposed Maximum     Offering Price Per Share		Proposed Maximum     Aggregate Offering Price		Amount of     Registration Fee
Common stock, $0.01 par value per share		690,000(1)		$29.50(2)		$20,355,000		$2,365.25

(1)

This amount is in addition to the 6,900,0000 shares of common stock registered under the registration statement originally declared effective on February 5, 2015 (File No. 333-201646) and includes shares of common stock that may be purchased by the underwriters under their option to purchase additional shares of common stock, if any.

(2)	Based on the public offering price of $29.50 per share.

This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

 

 

 

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Explanatory Note and Incorporation of Certain Information by Reference

This registration statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended. This registration statement relates to the registrant’s prior registration statement on Form S-1 (Registration No. 333-201646), originally filed on January 22, 2015, as amended (together with its exhibits the “Prior Registration Statement”), which was declared effective on February 5, 2015. The Prior Registration Statement is incorporated by reference herein.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on February 5, 2015.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on February 5, 2015.

 

Signature		Title
/s/ Stephen M. King Stephen M. King		Chief Executive Officer and Director (Principal Executive Officer)
/s/ Brian A. Jenkins Brian A. Jenkins		Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
* Alan J. Lacy		Chairman of the Board of Directors
* Tyler J. Wolfram		Director
* J. Taylor Crandall		Director
* Michael J. Griffith		Director
* Jonathan S. Halkyard		Director
* David A. Jones		Director
* Kevin M. Mailender		Director
* Kevin M. Sheehan		Director

 

*By:		/s/ Jay L. Tobin
		Attorney-in-fact

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EXHIBIT INDEX

 

Exhibit Number		Description
5.1		Opinion of Weil Gotshal & Manges LLP (incorporated by reference to Exhibit 5.1 filed with Amendment No. 2 to the Prior Registration Statement).
23.1		Consent of KPMG LLP, Independent Registered Public Accounting Firm.
23.3		Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5.1).
24.1		Power of Attorney (included in Prior Registration Statement).

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Dave & Buster’s Entertainment, Inc.:

We consent to the use of our report incorporated by reference herein on the consolidated financial statements of Dave & Buster’s Entertainment, Inc. and to the reference to our firm under the heading “Experts” in the prospectus.

/s/ KPMG LLP

Dallas, Texas

January 31, 2015