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As filed with the Securities and Exchange Commission on August 16, 2006

Registration No. 333-            

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

CROCS, INC.
(Exact name of Registrant as specified in its charter)

Delaware   3021   20-2164234
(State or other jurisdiction of
incorporation or organization)		   (Primary Standard Industrial
Classification Code Number)		   (I.R.S. Employer
Identification No.)

6328 Monarch Park Place
Niwot, Colorado 80503
(303) 848-7000
(Address, including zip code and telephone number, including area code, of Registrant's principal executive offices)

Ronald R. Snyder
President and Chief Executive Officer
Crocs, Inc.
6328 Monarch Park Place
Niwot, Colorado 80503
(303) 848-7000
(Name, address, including zip code and telephone number, including area code, of agent for service)

Copies to:

James H. Carroll, Esq.
Faegre & Benson LLP
1900 Fifteenth Street
Boulder, Colorado 80302
Phone: (303) 447-7700
Fax: (303) 447-7800		   William J. Campbell, Esq.
Jeffrey A. Sherman, Esq.
Nathaniel G. Ford, Esq.
Faegre & Benson LLP
3200 Wells Fargo Center
1700 Lincoln Street
Denver, Colorado 80203
Phone: (303) 607-3500
Fax: (303) 607-3600		   Jeffrey D. Saper, Esq.
Donna M. Petkanics, Esq.
Wilson Sonsini Goodrich & Rosati, P.C.
650 Page Mill Road
Palo Alto, California 94304
Phone: (650) 493-9300
Fax: (650) 493-6811

        Approximate date of commencement of proposed sale to public: As soon as practicable after this Registration Statement becomes effective.

        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: ý 333-134481

        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 Offering
Price(1)(2)(3)
   Amount of
Registration Fee
Common Stock, $.001 par value   $44,214,510   $4,731
(1)
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) of the Securities Act of 1933, as amended.

(2)
Includes offering price of shares that the underwriters have the option to purchase to cover over-allotments, if any.

(3)
The $44,214,510 proposed maximum aggregate offering price is in addition to $221,227,800 registered pursuant to the Registration Statement on Form S-1 (File No. 333-134481).

        This Registration Statement shall become effective upon filing in accordance with Rule 462(b) under the Securities Act of 1933.


EXPLANATORY NOTE

        Crocs, Inc., a Delaware corporation, is filing this registration statement with the Securities and Exchange Commission pursuant to Rule 462(b) under the Securities Act of 1933, as amended, for the sole purpose of registering an increase in proposed maximum aggregate offering price of $44,214,510 of securities of the same class as were included in our Registration Statement on Form S-1 (File No. 333-134481), as amended (the "Prior Registration Statement"), which was declared effective by the Securities and Exchange Commission on August 16, 2006. The contents of the Prior Registration Statement, including the exhibits thereto, are hereby incorporated in their entirety by reference.


PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16. Exhibits and Financial Statement Schedules


Exhibit No.
   Description
5.1   Opinion of Faegre & Benson LLP.
23.1   Consent of Deloitte & Touche LLP.
23.2   Consent of Faegre & Benson LLP (included in Exhibit 5.1).
24.1**   Powers of Attorney.
**
Previously filed in connection with the Registration Statement on Form S-1 (file no. 333-134481).

II-1


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Niwot, Colorado, on August 16, 2006.

    CROCS, INC.

 
 
By
/s/  RONALD R. SNYDER      
Ronald R. Snyder
 President and Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on February 7, 2006 by the following persons in the capacities indicated.

Signature
   Title

 
 
 
/s/  RONALD R. SNYDER      
Ronald R. Snyder		   President and Chief Executive Officer and Director
(Principal Executive Officer)

/s/  PETER S. CASE      
Peter S. Case
 
Senior Vice President—Finance, Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)

*
Raymond D. Croghan
 
Director

*
Michael E. Marks
 
Director

*
Mark A. Retzloff
 
Director

*
Richard L. Sharp
 
Chairman of the Board of Directors

*
Thomas J. Smach
 
Director

*
Brad L. Stoffer
 
Director

 
 
 
 
*By: /s/  PETER S. CASE      
Peter S. Case
 Attorney-In-Fact		    

II-2


EXHIBIT INDEX

Exhibit No.
   Description
5.1   Opinion of Faegre & Benson LLP.
23.1   Consent of Deloitte & Touche LLP.
23.2   Consent of Faegre & Benson LLP (included in Exhibit 5.1).
24.1**   Powers of Attorney.
**
Previously filed in connection with the Registration Statement on Form S-1 (file no. 333-134481).



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EXPLANATORY NOTE
PART II INFORMATION NOT REQUIRED IN PROSPECTUS
SIGNATURES
EXHIBIT INDEX