Cabela's 2007 Annual Report Download - page 84

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CABELA’S INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Thousands Except Share and Per Share Amounts)
20. STOCKHOLDERS’ EQUITY AND DIVIDEND RESTRICTIONS
Preferred Stock – We are authorized to issue 10,000,000 shares of preferred stock having a par value of $0.01 per
share. None of the shares of the authorized preferred stock have been issued. The board of directors is authorized to issue
these shares of preferred stock without stockholder approval in different classes and series and, with respect to each class or
series, to determine the dividend rate, the redemption provisions, conversion provisions, liquidation preference, and other
rights, privileges, and restrictions. The issuance of any preferred stock could have the effect of diluting the voting power of
the holders of common stock, restricting dividends on the common stock, impairing the liquidation rights of the common
stock, or delaying or preventing a change in control without further action by the stockholders.
Class A Voting Common Stock – The holders of our Class A common stock are entitled to receive ratably
dividends, if any, the board of directors may declare from time to time from funds legally available therefore, subject
to the preferential rights of the holders of any shares of preferred stock that we may issue in the future. The holders of
our Class A common stock are entitled to one vote per share on any matter to be voted upon by stockholders.
Upon any voluntary or involuntary liquidation, dissolution, or winding up of company affairs, the holders of
our Class A common stock are entitled to share ratably with the holders of Class B non-voting common stock in all
assets remaining after payment to creditors and subject to prior distribution rights of any shares of preferred stock
that the Company may issue in the future. All of the outstanding shares of Class A common stock are fully paid and
non-assessable.
Class B Non-voting Common Stock – The holders of our Class B non-voting common stock are not entitled
to any voting rights, except that the holders may vote as a class, with each holder receiving one vote per share of
Class B non-voting common stock, on any amendment, repeal, or modification of any provision of our Amended and
Restated Certificate of Incorporation that adversely affects the powers, preferences, or special rights of holders of Class
B non-voting common stock. Shares of the Class B non-voting common stock are convertible into the same number
of shares of Class A voting common stock at any time. However, no holder of shares of Class B non-voting common
stock is entitled to convert any of its shares into shares of Class A common stock, to the extent that, as a result of such
conversion, the holder directly, or indirectly, would own, control, or have the power to vote a greater number of shares of
Class A common stock or other securities of any kind issued by us than the holder is legally permitted to own, control,
or have the power to vote. Subject to the prior rights of holders of preferred stock, if any, holders of Class B non-voting
common stock, which rates equally with the Class A common stock in respect of dividends, are entitled to receive
ratably dividends, if any, as may be lawfully declared from time to time by our board of directors.
Upon any voluntary or involuntary liquidation, dissolution, or winding up of company affairs, the holders of
Class B non-voting common stock are entitled to share ratably with the holders of Class A common stock in all assets
remaining after payment to creditors and subject to prior distribution rights of any shares of preferred stock that we
may issue in the future.
Retained Earnings – The most significant restrictions on the payment of dividends are the covenants
contained in our revolving credit agreement and unsecured senior notes purchase agreements. Nebraska banking
laws also govern the amount of dividends that WFB can pay to Cabela’s. We have unrestricted retained earnings of
$108,933 available for dividends.
Shelf Registration – On September 2, 2005, we filed with the SEC a Form S-3 Registration Statement
(Registration No. 333-128100) to register 6,252,768 shares of our common stock (the “Form S-3 Registration
Statement”). On March 8, 2007, we entered into an underwriting agreement providing for the sale by the selling
stockholders named in the underwriting agreement (the “Selling Stockholders”) of 4,736,868 shares of our common
stock. On March 9, 2007, we filed with the SEC a prospectus supplement to the effective Form S-3 Registration
Statement relating to the underwritten public offering of the 4,736,868 shares of our common stock by the Selling
Stockholders. The sale of the shares of our common stock by the Selling Stockholders closed on March 14, 2007, and
the public offering price was $24.05 per share. We did not receive any proceeds from the sale of this common stock
by the Selling Stockholders.