UNITED STATES SECURITIES and EXCHANGE COMMISSION Form S
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QuickLinks -- Click here to rapidly navigate through this document As filed with the United States Securities and Exchange Commission on February 17, 2005 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Zumiez Inc. (Exact name of registrant as specified in its charter) Delaware 5600 91-1040022 (State or other jurisdiction of incorporation or (Primary Standard Industrial Classification (I.R.S. Employer Identification Number) organization) Code Number) 6300 Merrill Creek Parkway, Suite B Everett, WA 98203 (425) 551-1500 (Address, including zip code and telephone number, including area code, of registrant's principal executive offices) Richard M. Brooks President and Chief Executive Officer Zumiez Inc. 6300 Merrill Creek Parkway, Suite B Everett, WA 98203 (Name, address, including zip code and telephone number, including area code, of agent for service) Copies to: Gary J. Kocher, Esq. Brenda I. Morris Eric S. Haueter, Esq. Chris K. Visser, Esq. Chief Financial Officer Sidley Austin Brown & Wood LLP Preston Gates & Ellis LLP Zumiez Inc. 555 California Street 925 Fourth Avenue 6300 Merrill Creek Parkway, Suite B San Francisco, CA 94104 Seattle, WA 98104 Everett, WA 98203 (415) 772-1200 (206) 623-7580 (425) 551-1500 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: o 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: 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, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: o If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box: o CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Proposed Maximum Aggregate Amount of Offering Price (1) Registration Fee Common Stock, no par value $57,500,000 $6,767.75 (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended. The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED FEBRUARY 17, 2005 PROSPECTUS S hares Zumiez Inc. Common Stock This is Zumiez Inc.'s initial public offering. We are offering shares of our common stock and the selling shareholders identified in this prospectus are offering an additional shares of our common stock. We currently estimate that the initial public offering price will be between $ and $ per share. We will not receive any proceeds from the sale of the shares offered by the selling shareholders. Prior to this offering, there has been no public market for our common stock. We have filed an application for our common stock to be quoted on the Nasdaq National Market under the symbol "ZUMZ." Investing in our common stock involves risks. See "Risk Factors" beginning on page 8. Per Share Total Public Offering Price $ $ Underwriting Discounts and Commissions $ $ Proceeds to Zumiez Inc. $ $ Proceeds to the Selling Shareholders $ $ Delivery of the shares of our common stock will be made on or about , 2005. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense. We and the selling shareholders have granted the underwriters an option to purchase a maximum of and additional shares, respectively, of our common stock to cover over-allotment of shares, if any, exercisable at any time until 30 days after the date of this prospectus. Joint Book Running Managers Wachovia Securities Piper Jaffray William Blair & Company The date of this prospectus is , 2005. TABLE OF CONTENTS Page Prospectus Summary 1 Risk Factors 8 Cautionary Note Regarding Forward-Looking Statements and Market Data 20 Use of Proceeds 21 Dividend Policy 21 Capitalization 22 Dilution 23 Selected Financial Data 24 Management's Discussion and Analysis of Financial Condition and Results of Operations 26 Business 38 Management 48 Certain Relationships and Related Transactions 60 Principal and Selling Shareholders 63 Description of Capital Stock 65 Shares Eligible for Future Sale 68 Underwriting 70 Legal Matters 73 Experts 73 Where You Can Find More Information 73 Index to Financial Statements F-1 You should rely only on the information contained in this prospectus. We and the underwriters have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We and the underwriters are not making an offer to sell or seeking offers to buy these securities in any jurisdiction where an offer or sale is not permitted. You should assume that the information appearing herein is accurate as of the date appearing on the front cover of this prospectus only. Our business, financial condition, results of operations and prospects may have changed since that date. i Certain Terms Used in this Prospectus: Unless otherwise expressly stated or the context otherwise requires, in this prospectus: • "Zumiez," "we," "us," "our" and similar references refer to Zumiez Inc. • We report "comparable store sales" based on net sales, and stores are included in our comparable store sales beginning on the first anniversary of their first day of operation. Changes in our comparable store sales between two periods are based on net sales of stores which were in operation during both of the two periods being compared and, if a store is included in the calculation of comparable store sales for only a portion of one of the two periods being compared, then that store is included in the calculation for only the comparable portion of the other period. When additional square footage is added to a store that is included in comparable store sales, that store remains in comparable store sales. There may be variations in the way in which some of our competitors and other apparel retailers calculate comparable or same store sales. As a result, data in this prospectus regarding our comparable store sales may not be comparable to similar data made available by our competitors or other apparel retailers. • Through and including December 31, 2002, our fiscal year ended on December 31 and was the same as the calendar year. After December 31, 2002, we changed our fiscal year to end on the Saturday closest to January 31 and our fiscal years to consist of four 13-week quarters with an extra week added to the fourth quarter every five or six years. We refer to the fiscal year ended January 31, 2004 as "fiscal 2003" and to the fiscal year ended January 29, 2005 as "fiscal 2004" and, for subsequent fiscal years, we refer to each fiscal year by using the calendar year that is prior to the year in which our fiscal year actually ends. • As a result of this change in our fiscal year, our financial statements included elsewhere in this prospectus include our statement of operations for the one month period ended February 1, 2003, which was the one month transition period following the end of fiscal 2002 and prior to the beginning of fiscal 2003. Information in this prospectus regarding the compound annual growth rate of our net sales, our net sales per store and our operating profit, as well as the annual percentage changes in our comparable store net sales and other data regarding changes in our results of operations for periods encompassing fiscal 2002 and fiscal 2003 do not take into account this one month transition period. We refer to this one month transition period which began on January 1, 2003 and ended on February 1, 2003 as the "one month ended February 1, 2003." • "SKU" means stock keeping unit, which is an identification, usually numeric, of a particular product that allows it to be tracked for inventory purposes. • References to the square footage of our stores refer to gross square footage, including retail selling, storage and back-office space. • Net sales include our in-store sales and our Internet sales and, accordingly, information in this prospectus with respect to comparable store sales, net sales per store and net sales per square foot includes our Internet sales.