S-8 1 elf_s8x2021.htm S-8 Document

As filed with the Securities and Exchange Commission on May 28, 2021
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)
 
Delaware284446-4464131
(State or other jurisdiction of
incorporation or organization)		(Primary Standard Industrial
Classification Code Number)		(I.R.S. Employer
Identification Number)
 
570 10th Street
Oakland, CA 94607
(510) 778-7787
(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) 778-7787
(Name, address, including zip code, and telephone number, including area code, of agent for service) 
 _____________________________
Copies to:
 
Tad J. Freese
Kathleen M. Wells
John 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 filerxAccelerated 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.¨


CALCULATION OF REGISTRATION FEE
 
Title of Securities
To Be Registered
Amount
to be
Registered (1)
Proposed
Maximum
Offering Price
Per Share		Proposed
Maximum
Aggregate
Offering Price		Amount of
Registration Fee
Common Stock, $0.01 par value
1,024,819 
(2)
$29.05 
(3)
$29,770,991.95 $3,248.02 
Common Stock, $0.01 par value
512,409
(4)
$29.05 
(3)
$14,885,481.45 $1,624.01 
Total:
1,537,228$44,656,473.40 $4,872.03 
(1)Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover any additional shares of the common stock of e.l.f. Beauty, Inc. (the “Registrant”) that become issuable under the 2016 Equity Incentive Award Plan, as amended (the “2016 Plan”) and the 2016 Employee Stock Purchase Plan (the “ESPP”) by reason of any stock dividend, stock split, recapitalization or similar transaction effected without the Registrant’s receipt of consideration which would increase the number of outstanding shares of common stock.
(2)Represents the additional shares of common stock available for future issuance under the 2016 Plan resulting from an automatic annual increase as of January 1, 2021.
(3)This estimate is made pursuant to Rule 457(c) and Rule 457(h) of the Securities Act solely for purposes of calculating the registration fee. The Proposed Maximum Offering Price Per Share for shares available for future grant is the average of the high and low prices for the Registrant’s common stock as reported on The New York Stock Exchange on May 25, 2021.
(4)Represents the additional shares of common stock available for future issuance under the ESPP resulting from an automatic annual increase as of January 1, 2021.
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
The Registrant is filing this Registration Statement for the purpose of registering:
•an additional 1,024,819 shares of common stock to be issued pursuant to the 2016 Plan (resulting from an automatic annual increase as of January 1, 2021 pursuant to the “evergreen” provision of the 2016 Plan); and
•an additional 512,409 shares of common stock to be issued pursuant to the ESPP (resulting from an automatic annual increase as of January 1, 2021 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:
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 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:
(c)the description of the Registrant’s common stock contained in Exhibit 4.4 to the 2021 Annual Report, including any amendments or reports 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 DescriptionFormDateExhibit
Number		File Number
4.18-K9/27/20163.1001-37873
4.28-K9/27/20163.2001-37873
4.3S-18/26/20164.2333-213333
4.4S-1/A9/12/20164.4333-213333
5.1X
23.1X
23.2X
24.1X
99.1(a)#S-1/A9/12/201610.16333-213333
99.1(b)#8-K7/2/202010.2001-37873
99.2#S-1/A9/12/201610.18333-213333
#     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 28, 2021.
 
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.
SignatureTitleDate
/s/ Tarang Amin
Chief Executive Officer, Chairman, and Director
(Principal Executive Officer)
May 28, 2021
Tarang Amin
/s/ Mandy Fields
Senior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
May 28, 2021
Mandy Fields
/s/ Lori Keith
Director
May 28, 2021
Lori Keith
/s/ Lauren Cooks Levitan
Director
May 28, 2021
Lauren Cooks Levitan
/s/ Kenny Mitchell
Director
May 28, 2021
Kenny Mitchell
/s/ Richelle Parham
Director
May 28, 2021
Richelle Parham
/s/ Kirk Perry
Director
May 28, 2021
Kirk Perry
/s/ Beth Pritchard
Director
May 28, 2021
Beth Pritchard
/s/ Sabrina Simmons
Director
May 28, 2021
Sabrina Simmons
/s/ Maureen Watson
Director
May 28, 2021
Maureen Watson
/s/ Richard Wolford
Director
May 28, 2021
Richard Wolford