As filed with the Securities and Exchange Commission on May 27, 2022

Registration No. 333-            

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

e.l.f. Beauty, Inc.

(Exact name of Registrant as specified in its charter)

 

 

 

Delaware		46-4464131
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

570 10th Street

Oakland, CA 94607

(510) 778-7894

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

 

 

2016 Equity Incentive Award Plan

2016 Employee Stock Purchase Plan

(Full Title of the Plan)

 

 

Tarang P. Amin

Chairman and Chief Executive Officer

e.l.f. Beauty, Inc.

570 10th Street

Oakland, CA 94607

(510) 778-7894

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

Tad J. Freese

Kathleen M. Wells

John C. Williams

Latham & Watkins LLP

140 Scott Drive

Menlo Park, CA 94025

Telephone: (650) 328-4600

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer		☒		Accelerated filer		☐
Non-accelerated filer		☐		Smaller reporting company		☐
				Emerging growth company		☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

Proposed sale to take place as soon after the effective date of the

registration statement as awards under the plans are granted, exercised and/or vest.

 

 

 

EXPLANATORY NOTE

e.l.f. Beauty, Inc. (the “Registrant”) is filing this Registration Statement for the purpose of registering:

 

•

an additional 1,042,413 shares of the Registrant’s Common Stock (“Common Stock”) to be issued pursuant to the Registrant’s 2016 Incentive Award Plan, as amended (the “2016 Plan”) (resulting from an automatic annual increase as of January 1, 2022 pursuant to the “evergreen” provision of the 2016 Plan); and

 

•

an additional 521,206 shares of Common Stock to be issued pursuant to the Registrant’s 2016 Employee Stock Purchase Plan (“ESPP”) (resulting from an automatic annual increase as of January 1, 2022 pursuant to the “evergreen” provision of the ESPP).

These shares being registered pursuant to this Registration Statement are the same class as other securities for which earlier registration statements relating to the 2016 Plan and the ESPP were filed with the Securities and Exchange Commission (the “SEC”) (collectively, the “Prior Registration Statements”) on:

 

•

September  27, 2016 (File No. 333-213818);

 

•

March  15, 2017 (File No. 333-216718);

 

•

March  1, 2018 (File No. 333-223383);

 

•

March  1, 2019 (File No. 333-230027);

 

•

June 3, 2020 (File No. 333-238909); and

 

•

May  28, 2021 (File No. 333-256631).

In accordance with General Instruction E of Form S-8, the contents of the Prior Registration Statements are incorporated herein by reference and made part of this Registration Statement, except as amended hereby.

PART I

INFORMATION REQUIRED IN THE PROSPECTUS

The information specified in Item 1 and Item 2 of Part I of Form S-8 is omitted from this Registration Statement in accordance with the provisions of Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”) and the introductory note to Part I of Form S-8. The documents containing the information specified in Part I of Form S-8 will be delivered to the participants in the equity benefit plans covered by this Registration Statement as specified by Rule 428(b)(1) under the Securities Act.

PART II

Information Required in the Registration Statement

 

Item 3.

Incorporation of Documents by Reference.

The following documents filed by the Registrant with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference:

 

(a)

the Registrant’s Annual Report on Form 10-K for the fiscal year ended March 31, 2022, filed with the SEC on May 26, 2022;

 

(b)

the Registrant’s Current Reports on Form 8-K filed with the SEC on April 20, 2022 and May 17, 2022; and

 

(c)

the description of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on Form 8-A filed on September 12, 2016 under the Exchange Act, including any amendment or report filed for the purpose of updating such description.

All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the filing of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing such documents, except as to specific sections of such documents as set forth therein. Unless expressly incorporated into this Registration Statement, a report furnished on Form 8-K prior or subsequent to the filing of this Registration Statement shall not be deemed incorporated by reference into this Registration Statement. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement.

 

Item 8.

Exhibits.

 

Exhibit Number

Filed Herewith

Incorporated by Reference

Exhibit Description

Form

Date

Exhibit Number

File Number

4.1

Amended and Restated Certificate of Incorporation.

8-K

9/27/2016

3.1

001-37873

4.2

Amended and Restated Bylaws.

8-K

9/27/2016

3.2

001-37873

4.3

Registration Rights Agreement, dated as of January 31, 2014, by and among e.l.f. Beauty, Inc. and certain stockholders party thereto.

S-1

8/26/2016

4.2

333-213333

4.4

Form of Common Stock Certificate.

S-1/A

9/12/2016

4.4

333-213333

5.1

Opinion of Legal Counsel.

X

23.1

Consent of Independent Registered Public Accounting Firm.

X

23.2

Consent of Legal Counsel (included in Exhibit 5.1)

X

24.1

Power of Attorney (included after the signature page of this Registration Statement).

X

99.1(a)#

e.l.f. Beauty, Inc. 2016 Equity Incentive Plan.

S-1/A

9/12/2016

10.16

333-213333

99.1(b)#

Amendment to the 2016 Equity Incentive Award Plan, effective July 2, 2020.

8-K

7/2/2020

10.2

001-37873

99.2#

e.l.f. Beauty, Inc. 2016 Employee Stock Purchase Plan.

S-1/A

9/12/2016

10.18

333-213333

107.1

Filing Fee Table.

X

 

#	Indicates management contract or compensatory plan.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oakland, State of California, on May 27, 2022.

 

e.l.f. Beauty, Inc.
By:		/s/ Tarang Amin
Name:		Tarang Amin
Title:		Chairman and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Tarang P. Amin, Mandy Fields, and Scott K. Milsten, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents, each with full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Registration Statement, including post-effective amendments or any abbreviated registration statement and any amendments thereto filed pursuant to Rule 462(b) increasing the number of securities for which registration is sought, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, with full power of each to act alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his, her, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement or amendment thereto has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/s/ Tarang Amin		Chief Executive Officer, Chairman, and Director (Principal Executive Officer)		May 27, 2022
Tarang Amin
/s/ Mandy Fields		Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)		May 27, 2022
Mandy Fields
/s/ Lori Keith		Director		May 27, 2022
Lori Keith
/s/ Lauren Cooks Levitan		Director		May 27, 2022
Lauren Cooks Levitan
/s/ Kenny Mitchell		Director		May 27, 2022
Kenny Mitchell
/s/ Richelle Parham		Director		May 27, 2022
Richelle Parham
/s/ Kirk Perry		Director		May 27, 2022
Kirk Perry
/s/ Beth Pritchard		Director		May 27, 2022
Beth Pritchard
/s/ Maureen Watson		Director		May 27, 2022
Maureen Watson
/s/ Richard Wolford		Director		May 27, 2022
Richard Wolford

 

Exhibit 5.1

 

		140 Scott Drive Menlo Park, California 94025 Tel: +1.650.328.4600 Fax: +1.650.463.2600 www.lw.com
		FIRM / AFFILIATE OFFICES
May 27, 2022   e.l.f. Beauty, Inc. 570 10th Street Oakland, CA 94607   Re:  Registration Statement on Form S-8; 1,563,619 shares of common stock of e.l.f. Beauty, Inc., par value $0.01 per share		Austin Beijing Boston Brussels Century City Chicago Dubai Düsseldorf Frankfurt Hamburg     Hong Kong     Houston     London     Los Angeles     Madrid     Milan		Moscow Munich New York Orange County Paris Riyadh San Diego San Francisco Seoul Shanghai Silicon Valley Singapore Tel Aviv Tokyo Washington,D.C.

To the addressee set forth above:

We have acted as special counsel to e.l.f. Beauty, Inc., a Delaware corporation (the “Company”), in connection with the registration by the Company of an aggregate of 1,563,619 shares of common stock of the Company, par value $0.01 per share (the “Common Stock”), consisting of 1,042,413 shares of Common Stock (the “2016 Plan Shares”) issuable under the Company’s 2016 Equity Incentive Award Plan, as amended (the “2016 Plan”), and 521,206 shares of Common Stock (together with the 2016 Plan Shares, the “Shares”) issuable under the Company’s 2016 Employee Stock Purchase Plan (together with the 2016 Plan, the “Plans”). The Shares are included in a registration statement on Form S-8 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on May 27, 2022 (the “Registration Statement”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the related prospectuses, other than as expressly stated herein with respect to the issue of the Shares.

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware (the “DGCL”), and we express no opinion with respect to any other laws.

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers and have been issued by the Company against payment therefor (not less than par value) in the circumstances contemplated by the Plans, assuming in each case that the individual issuances, grants or awards under the Plans are duly authorized by all necessary corporate action and duly issued, granted or awarded and exercised in accordance with the requirements of law and the Plans (and the agreements and awards duly adopted thereunder and in accordance therewith), the issuance and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL.

May 27, 2022

Page 2

 

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

 

				Sincerely,
				/s/ Latham & Watkins LLP

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated May 26, 2022, relating to the financial statements of e.l.f. Beauty, Inc. and the effectiveness of e.l.f. Beauty, Inc.’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of e.l.f. Beauty, Inc. for the year ended March 31, 2022.

/s/ DELOITTE & TOUCHE LLP

San Francisco, CA

May 27, 2022

Exhibit 107.1

Calculation of Filing Fee Table

Form S-8

(Form Type)

e.l.f. Beauty, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

 

Security Type		Security Class Title		Fee Calculation Rule		Amount Registered(1)		Proposed Maximum Offering   Price Per Unit		Maximum Aggregate Offering    Price		Fee Rate		Amount of Registration Fee
Equity		Common stock, $0.01 par value per share		Rule 457(c) and Rule 457(h)		1,042,413(2)		$21.43(3)		$22,338,910.59		$0.0000927		$2,070.82
Equity		Common stock, $0.01   par value per share		Rule 457(c) and Rule 457(h)		521,206(4)		$21.43(3)		$11,169,444.58		$0.0000927		$1,035.41
Total Offering Amounts										$33,508,355.17				$3,106.23
Total Fee Offsets														$—  (5)
Net Fee Due														$3,106.23

 

(1)

Pursuant to Rule 416 of the Securities Act, this Registration Statement shall also cover any additional shares of the Registrant’s Common Stock (“Common Stock”) that become issuable under the Registrant’s 2016 Incentive Award Plan, as amended (the “2016 Plan”), and the Registrant’s 2016 Employee Stock Purchase Plan (“ESPP”) by reason of any stock dividend, stock split or similar transaction effected without the receipt of consideration that results in an increase in the number of the outstanding shares of Common Stock.

(2)

Represents shares of Common Stock that were automatically added to the shares authorized for issuance under the 2016 Plan on January 1, 2022 pursuant to an “evergreen” provision contained in the 2016 Plan. Pursuant to such provision, the number of shares of Common Stock reserved for issuance pursuant to awards under the 2016 Plan shall be increased on the first day of each calendar year ending in 2026, equal to the lesser of (i) 2% of the shares of Common Stock outstanding on the last day of the immediately preceding calendar year and (ii) such smaller number of shares of Common Stock as determined by the Registrant’s Board of Directors; provided, that no more than 22,627,878 shares of Common Stock may be issued upon the exercise of incentive stock options under the 2016 Plan.

(3)	Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee on the basis of $21.43 per share, which is the average of the high and low prices of Common Stock on May 23, 2022, as reported on the New York Stock Exchange.

(4)

Represents shares of Common Stock that were automatically added to the shares authorized for issuance under the ESPP on January 1, 2022 pursuant to an “evergreen” provision contained in the ESPP. Pursuant to such provision, the number of shares of Common Stock reserved for issuance under the ESPP shall be increased on the first day of each calendar year ending in 2026, equal to the lesser of (i) 1% of the shares of Common Stock outstanding on the last day of the immediately preceding calendar year and (ii) such smaller number of shares of Common Stock as determined by the Registrant’s Board of Directors; provided, that no more than 6,788,363 shares of Common Stock may be issued under the ESPP, subject to certain adjustments.

(5)	The Registrant does not have any fee offsets.