As filed with the Securities and Exchange Commission on October 24, 2007

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 1 to
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ULTA SALON, COSMETICS & FRAGRANCE, INC.
(Exact Name of Registrant as Specified in its Charter)
 	 	 	
Delaware
(State or Other Jurisdiction of
Incorporation or Organization)	 	36-3685240
(I.R.S. Employer
Identification Number)	
 
1135 Arbor Drive
Romeoville, Illinois 60446
(Address, including Zip Code, of Registrant’s
Principal Executive Offices)
Copies to:
 	 	 	
Christopher D. Lueking, Esq.
Latham & Watkins LLP
233 S. Wacker Drive, Suite 5800
Chicago, Illinois 60606
(312) 876-7700	 	Leland Hutchinson, Esq.
Winston & Strawn LLP
35 W. Wacker Drive
Chicago, Illinois 60601
(312) 558-5600	
Securities to be registered pursuant to Section 12(b) of the Act:
 	 	 	
Title of Each Class	 	Name of Each Exchange on Which	
to be so Registered	 	Each Class is to be Registered	
 	 	 	
Common stock, par value $.0158 per share, with	 	Nasdaq Stock Market, LLC	
  attached preferred stock purchase rights	 	 	
 	 	 	
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box   x	 	If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box   o	
Securities Act registration statement file number to which this form relates: 333-144405
 
Securities to be registered pursuant to Section 12(g) of the Act: None

   

 

			
Item 1.	 	Description of Registrant’s Securities to be Registered.	
     A description of the common stock, par value $.0158 per share (the “Common Stock”), and the preferred stock purchase rights issued pursuant to the Stockholder Rights Agreement (the “Rights,” and together with the Common Stock, the “Securities”) of Ulta Salon, Cosmetics & Fragrance, Inc. (the “Registrant”) will be contained in a prospectus, constituting part of the Registrant’s Registration Statement, as amended, on Form S-1 (File No. 333-144405) (the “Registration Statement”) relating to the Securities, to be filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended (such prospectus as filed pursuant to 424(b), the “Prospectus”). The description of the Securities contained in the Prospectus under the heading “Description of capital stock” is hereby incorporated by reference into this Form 8-A.

Item 2.	 	Exhibits.	
     The following exhibits are filed as part of this Registration Statement:

1	 	Registration Statement on Form S-1 (Registration No. 333-144405), originally filed with the Commission on July 6, 2007, as amended, is incorporated herein by reference.	
 		
3.1	 	Amended and Restated Certificate of Incorporation (filed as Exhibit 3.1 to Amendment No. 1 to the Registration Statement on Form S-1 filed on August 17, 2007 and incorporated herein by reference).	
 		
3.2	 	Amended and Restated Bylaws (filed as Exhibit 3.2 to Amendment No. 1 to the Registration Statement on Form S-1 filed on August 17, 2007 and incorporated herein by reference).	
 		
4.1	 	Stockholder Rights Agreement (filed as Exhibit 4.4 to Amendment No. 1 to the Registration Statement on Form S-1 filed on August 17, 2007 and incorporated herein by reference).	
 		
4.2	 	Specimen Common Stock Certificate (filed as Exhibit 4.1 to Amendment No. 3 to the Registration Statement on Form S-1 filed on October 11, 2007 and incorporated herein by reference).	
 
SIGNATURE
     Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
 	 	 	 	 	
 	Ulta Salon, Cosmetics & Fragrance, Inc.
 	 	
Date: October 24, 2007 	By:  	/s/ Lynelle P. Kirby  	 	
 	 	Name:  	Lynelle P. Kirby 	 	
 	 	Title:  	President, Chief Executive Officer and Director