S-8

As filed with the Securities and Exchange Commission on April 5, 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

SMART GLOBAL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Cayman Islands	3674	98-1013909
(State or Other Jurisdiction of  Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer  Identification No.)
	c/o Walkers Corporate Limited 190 Elgin Avenue George Town Grand Cayman KY1-9008 Cayman Islands
(Address of Principal Executive Offices)
SMART Global Holdings, Inc. Amended and Restated 2017 Share Incentive Plan SMART Global Holdings, Inc. 2018 Employee Share Purchase Plan (Full Title of the Plan)

Anne Kuykendall
Vice President, General Counsel,
and Chief Compliance Officer
SMART Global Holdings, Inc.
c/o 39870 Eureka Drive
Newark, CA 94560

(Name and address of agent for service)

(510) 623-1231

(Telephone Number, Including Area Code, of Agents for Service)

With copies to:
Martin A. Wellington Sidley Austin LLP 1001 Page Mill Road, Building 1 Palo Alto, CA 94304 Telephone: (650) 565-7000 Facsimile: (650) 565-7100	Anne Kuykendall Vice President, General Counsel and Chief Compliance Officer SMART Global Holdings, Inc. c/o 39870 Eureka Drive Newark, CA 94560 Telephone: (510) 624-8159

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	x	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	o
		Emerging growth company	o

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. ☐

REGISTRATION OF ADDITIONAL SHARES PURSUANT TO GENERAL INSTRUCTION E

Pursuant to General Instruction E of Form S-8, SMART Global Holdings, Inc. (the “Company”) is filing this Registration Statement with the Securities and Exchange Commission (the “Commission”) to register an aggregate of 1,937,212 additional ordinary shares of the Company, $0.03 par value per share (the “Shares”). The Company is filing this Registration Statement to register (i) 1,218,410 Shares under its Amended and Restated 2017 Share Incentive Plan (the “2017 Plan”), (ii) 118,802 Shares previously covered by awards under the 2017 Plan that subsequently became available for new awards pursuant to Section 4(a) of the 2017 Plan, and (iii) 600,000 Shares under its 2018 Employee Share Purchase Plan (the “ESPP”) pursuant to Section 3(b) thereof, which provides for an annual increase in the number of shares reserved for issuance under the ESPP. This Registration Statement hereby incorporates by reference the contents of the Company’s registration statements on Form S-8 filed with the Commission on June 8, 2017 (Registration No. 333-218605), November 13, 2017 (Registration No. 333-221534), March 23, 2018 (Registration No. 333-223880), September 20, 2018 (Registration No. 333-227449), March 28, 2019 (Registration No. 333-230578), November 6, 2019 (Registration No. 333-234541), October 22, 2020 (Registration No. 333-249619) and July 6, 2021 (Registration No. 333-257724) (collectively, the “Prior Registration Statements”).

This Registration Statement on Form S-8 relates to securities of the same class as that to which the Prior Registration Statements relate, and is submitted in accordance with General Instruction E to Form S-8 regarding Registration of Additional Securities. Pursuant to General Instruction E of Form S-8, the contents of the Prior Registration Statements, to the extent relating to the registration of Shares issuable under the 2017 Plan and ESPP, as applicable, are incorporated herein by reference and made part of this Registration Statement on Form S-8, except as amended hereby.

PART II.

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The Company hereby incorporates by reference in this Registration Statement the following documents and information previously filed with the Commission:

1.The Company’s Annual Report on Form 10-K for the fiscal year ended August 27, 2021, filed with the Commission on October 25, 2021;

2.The Company’s Quarterly Reports on Form 10-Q for the quarter ended November 26, 2021, filed with the Commission on January 4, 2022 and the quarter ended February 25, 2022, filed with the Commission on April 5, 2022;

3.The Company’s Current Reports on Form 8-K, filed with the Commission on September 28, 2021, December 14, 2021, January 4, 2022, February 8, 2022, February 14, 2022 and April 5, 2022; and

4.The description of the Company’s capital stock contained in the Company’s Registration Statement on Form 8-A, filed with the Commission on May 23, 2017, and any other amendment or report filed for the purpose of updating such description.

All documents subsequently filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment to this Registration Statement 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 respective dates of filing of such documents (such

documents, and the documents enumerated above, being hereinafter referred to as “Incorporated Documents”).

Any statement contained herein or in an Incorporated Document shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed Incorporated Document modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Notwithstanding the foregoing, unless specifically stated to the contrary, none of the information disclosed by the Company under Items 2.02 or 7.01 of any Current Report on Form 8-K, including the related exhibits under Item 9.01, that the Company may from time to time furnish to the Commission will be incorporated by reference into, or otherwise included in, this Registration Statement.

Item 8. Exhibits

INDEX TO EXHIBITS

Exhibit Number	Description
4.1	Second Amended and Restated Memorandum and Articles of Association of SMART Global Holdings, Inc.(1)
5.1*	Opinion of Walkers
23.1*	Consent of Independent Registered Public Accounting Firm of SMART Global Holdings, Inc.
23.2*	Consent of Walkers (included in Exhibit 5.1)
24.1*	Power of Attorney (included on the signature page of this Registration Statement)
99.1	SMART Global Holdings, Inc. Amended and Restated 2017 Share Incentive Plan(2)
99.2	Amendment to the SMART Global Holdings, Inc. Amended and Restated 2017 Share Incentive Plan(3)
99.3	Second Amendment to the SMART Global Holdings, Inc. Amended and Restated 2017 Share Incentive Plan(4)
99.4	SMART Global Holdings, Inc. Employee Share Purchase Plan(5)
107*	Calculation of Filing Fee Table

*	Filed herewith
(1)	Filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on March 11, 2020 and incorporated herein by reference.
(2)	Filed as Exhibit 10.23 to the Company’s Amendment No. 2 to Registration Statement on Form S-1, filed on May 22, 2017 and incorporated herein by reference.
(3)	Filed as Exhibit A to the Company’s Definitive Proxy Statement on Schedule 14A, filed on December 14, 2018, and incorporated herein by reference.
(4)	Filed as Exhibit A to the Company’s Definitive Proxy Statement on Schedule 14A, filed on December 21, 2020, and incorporated herein by reference.
(5)	Filed as Exhibit A to the Company’s Definitive Proxy Statement on Schedule 14A, filed on December 15, 2017, and incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Company, SMART Global Holdings, Inc., 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 Newark, State of California, on the fifth day of April, 2022.

SMART Global Holdings, Inc.
By:	/s/ Anne Kuykendall
	Anne Kuykendall
	Vice President, General Counsel and Chief Compliance Officer

POWER OF ATTORNEY AND SIGNATURES

Know all persons by these presents, that each person whose signature appears below, constitutes and appoints each of Mark Adams, Ken Rizvi and Anne Kuykendall as his or her true and lawful attorney-in-fact and agent, upon the action of such appointee, with full power of substitution and resubstitution, to do any and all acts and things and execute, in the name of the undersigned, any and all instruments which each of said attorneys-in-fact and agents may deem necessary or advisable in order to enable SMART Global Holdings, Inc. to comply with the Securities Act, and any requirements of the Commission in respect thereof, in connection with the filing with the Commission of this Registration Statement under the Securities Act, including specifically but without limitation, power and authority to sign the name of the undersigned to such Registration Statement, and any amendments to such Registration Statement (including post-effective amendments), and to file the same with all exhibits thereto and other documents in connection therewith, with the Commission, to sign any and all applications, registration statements, notices or other documents necessary or advisable to comply with applicable state securities laws, and to file the same, together with other documents in connection therewith with the appropriate state securities authorities, granting unto each of said attorneys-in-fact and agents full power and authority to do and to perform each and every act and thing requisite or necessary to be done in and about the premises, as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
/s/ Mark Adams	President, Chief Executive Officer and Director	April 5, 2022
Mark Adams	(Principal Executive Officer)
/s/ Ken Rizvi	Senior Vice President and Chief Financial Officer	April 5, 2022
Ken Rizvi	(Principal Financial and Accounting Officer)
/s/ Penelope Herscher	Chairperson of the Board of Directors	April 5, 2022
Penelope Herscher
/s/ Randy Furr	Director	April 5, 2022
Randy Furr
/s/ Bryan Ingram	Director	April 5, 2022
Bryan Ingram
/s/ Sandeep Nayyar	Director	April 5, 2022
Sandeep Nayyar
/s/ Maximiliane Straub	Director	April 5, 2022
Maximiliane Straub

EX-FILING FEES

EXHIBIT 107

Calculation of Filing Fee Table

FORM S-8

(Form Type)

SMART GLOBAL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

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(2)
Equity(3)	Ordinary shares, $0.03 par value per share	Rules 457(c) and 457(h)	1,218,410	$24.73	$30,131,279.30	0.0000927	$2,793.17
Equity(4)	Ordinary shares, $0.03 par value per share	Rules 457(c) and 457(h)	600,000	$24.73	$14,838,000.00	0.0000927	$1,375.48
Equity(5)	Ordinary shares, $0.03 par value per share	Rules 457(c) and 457(h)	118,802	$24.73	$2,937,973.46	0.0000927	$272.35
Total Offering Amounts							$4,441.00
Total Fee Offsets							$—
Net Fee Due							$4,441.00

(1)	In the event of a stock split, stock dividend or similar transaction involving the Registrant’s ordinary shares, $0.03 par value per share, the number of shares registered hereby shall automatically be adjusted in accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”).
(2)	Estimated in accordance with Rules 457(c) and (h) solely for the purpose of calculating the registration fee on the basis of the average of the high and low prices of the Registrant’s ordinary shares on April 4, 2022 as reported on the Nasdaq Global Select Market.
(3)	Represents ordinary shares that were automatically added to the shares authorized for issuance under the Registrant’s Amended and Restated 2017 Share Incentive Plan, as amended (the “2017 Plan”), on September 1, 2021 pursuant to an “evergreen” provision contained in the 2017 Plan. Pursuant to such provision, the number of ordinary shares reserved for issuance under the 2017 Plan automatically increases on September 1 of each year, starting on September 1, 2017 and continuing through September 1, 2026 by an amount equal to the lesser of (i) 3,000,000 ordinary shares, (ii) 2.5% of the number of ordinary shares outstanding on such date, or (iii) an amount determined by the Registrant’s board of directors. Accordingly, the number of ordinary available for issuance under the 2017 Plan was automatically increased by 1,218,410 ordinary shares effective September 1, 2021, which is equal to 2.5% of the total number of ordinary shares outstanding as of September 1, 2021.
(4)	Represents ordinary shares that were automatically added to the shares authorized for issuance under the Registrant’s Employee Share Purchase Plan (the “ESPP”) on September 1, 2021 pursuant to an “evergreen” provision contained in the ESPP. Pursuant to such provision, the number of ordinary shares reserved for issuance under the ESPP automatically increases on September 1 of each year, starting on September 1, 2018 and continuing through September 1, 2027 by an amount equal to the lesser of (i) 600,000 ordinary shares, (ii) 1.5% of the number of ordinary shares issued and outstanding on the immediately preceding fiscal year end date, or (iii) an amount determined by the Registrant’s board of directors.
(5)	Represents ordinary shares previously covered by awards under the 2017 Plan that subsequently became available for new awards pursuant to Section 4(a) of the 2017 Plan.

EX-23.1

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 October 25, 2021 relating to the financial statements of SMART Global Holdings, Inc. and subsidiaries (the “Company”) and the effectiveness of the Company’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of the Company for the year ended August 27, 2021.

/s/ DELOITTE & TOUCHE LLP

San Jose, California

April 5, 2022

EX-5.1

Exhibit 5.1

5 April 2022 Our Ref: MB/lb/S8981-173967

SMART Global Holdings, Inc.

c/o Walkers Corporate Limited

190 Elgin Avenue

George Town

Grand Cayman KY1-9008

Cayman Islands

Dear Sirs

SMART GLOBAL HOLDINGS, INC.

We have acted as Cayman Islands legal advisers to SMART Global Holdings, Inc. (the "Company"), and we have examined the Registration Statement on Form S-8 to be filed by the Company with the United States Securities and Exchange Commission (including all supplements and amendments thereto, the "Registration Statement"), relating to the registration under the U.S. Securities Act of 1933, as amended (the "SecuritiesAct"), of up to an aggregate of 1,937,212 ordinary shares with a par value of US$0.03 per share in the capital of the Company, comprising of:

(a)1,218,410 ordinary shares for issuance pursuant to the Company's Amended and Restated 2017 Share Incentive Plan (the "2017 Plan");

(b)118,802 ordinary shares previously covered by awards under the 2017 Plan that subsequently became available for new awards pursuant to Section 4(a) of the 2017 Plan; and

(c)600,000 ordinary shares for issuance pursuant to the Company's 2018 Employee Share Purchase Plan (such plan, together with the 2017 Plan, the "Plans") (collectively, the "Shares").

For the purposes of giving this opinion, we have examined and relied upon the originals, copies or translations of the documents listed in Schedule 1.

In giving this opinion we have relied upon the assumptions set out in Schedule 2, which we have not independently verified.

We are Cayman Islands Attorneys at Law and express no opinion as to any laws other than the laws of the Cayman Islands in force and as interpreted at the date of this opinion. We have not, for the purposes of this opinion, made any investigation of the laws, rules or regulations of any other jurisdiction.

Based upon the foregoing examinations and assumptions and upon such searches as we have conducted and having regard to legal considerations which we consider relevant, and under the laws of the Cayman Islands, we give the following opinions in relation to the matters set out below.

1.The Company is an exempted company duly incorporated with limited liability and validly existing under the laws of the Cayman Islands with full corporate power and authority to issue the Shares. The Company is in good standing with the Registrar of Companies of the Cayman Islands (the "Registrar").

2.The Shares to be issued by the Company have been duly authorised by all necessary corporate action of the Company and, upon the issue of the Shares (by the entry of the name of the registered owner thereof in the register of members of the Company confirming that such Shares have been issued credited as fully paid), delivery and payment therefore by the purchaser in accordance with the Memorandum and Articles of Association (as defined in Schedule 1) and the Plans and in the manner contemplated by the Registration Statement, the Shares will be validly created, legally issued, fully paid and non-assessable (meaning that no additional sums may be levied on the holder thereof by the Company).

We have relied upon the statements and representations of directors, officers and other representatives of the Company as to factual matters.

Our opinion as to the good standing of the Company is based solely upon receipt of the Certificate of Good Standing (as defined in Schedule 1) issued by the Registrar. The Company shall be deemed to be in good standing under Section 200A of the Companies Act (as amended) of the Cayman Islands (the "Companies Act") on the date of issue of the Certificate of Good Standing if all fees and penalties under the Companies Act have been paid and the Registrar has no knowledge that the Company is in default under the Companies Act.

This opinion is limited to the matters referred to herein and shall not be construed as extending to any other matter or document not referred to herein. This opinion is given solely for your benefit and the benefit of your legal advisers acting in that capacity in relation to this transaction and may not be relied upon by any other person, other than persons entitled to rely upon it pursuant to the provisions of the Securities Act, without our prior written consent.

This opinion shall be construed in accordance with the laws of the Cayman Islands.

We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us in the Registration Statement and any amendments thereto.

Yours faithfully

/s/ Walkers

Walkers (Cayman) LLP

SCHEDULE 1

LIST OF DOCUMENTS EXAMINED

1.The Certificate of Incorporation dated 21 April 2011, the Certificate of Incorporation on Change of Name dated 29 August 2014, the Second Amended and Restated Memorandum and Articles of Association adopted by special resolution passed on 30 March 2020 (the "Memorandum and Articles of Association"), the Register of Directors, Register of Officers and Register of Mortgages and Charges, copies of which have been provided to us by its registered office in the Cayman Islands (together, the "Company Records").

2.The Cayman Online Registry Information System (CORIS), the Cayman Islands' General Registry's online database, searched on 4 April 2022.

3.A Certificate of Good Standing dated 28 March 2022 in respect of the Company issued by the Registrar (the "Certificate of Good Standing").

4.Copies of the executed written resolutions of the board of directors of the Company dated 30 November 2017, 14 December 2018, 20 December 2020 and 14 December 2021, and a copy of the executed minutes of meeting of the board of directors of the Company dated 2 October 2018 (the "Resolutions").

5.The Registration Statement.

6.The Plans.

7.Such other documents as we have deemed necessary to render the opinions set forth herein.

SCHEDULE 2

Assumptions

This opinion is given based upon the following assumptions:

1.The originals of all documents examined in connection with this opinion are authentic. The signatures, initials and seals on the documents reviewed are genuine and are those of a person or persons given power to execute the documents under the Resolutions (as defined in Schedule 1). All documents purporting to be sealed have been so sealed. All copies are complete and conform to their originals.

2.The Memorandum and Articles of Association will be the memorandum and articles of association of the Company in force on the date of the issuance of the Shares.

3.The accuracy and completeness of all factual representations made in the Registration Statement and all other documents reviewed by us.

4.The Company will receive consideration in money or money’s worth for each Share offered by the Company when issued at the agreed issue price as per the terms of the Registration Statement, such price in any event not being less than the stated par or nominal value of each Share.

5.There are no provisions of the laws of any jurisdiction outside the Cayman Islands which would be contravened by issuance and allotment of the Shares and, insofar as any obligation expressed to be incurred under any of the documents is to be performed in or is otherwise subject to the laws of any jurisdiction outside the Cayman Islands, its performance will not be illegal by virtue of the laws of that jurisdiction.

6.The Company Records are complete and accurate and all matters required by law and the Memorandum and Articles of Association to be recorded therein are completely and accurately so recorded.

7.The Resolutions are and shall remain in full force and effect and have not been and will not be rescinded or amended. As applicable, the Resolutions were either (a) duly adopted at duly convened meetings of the Board of Directors and such meetings were held and conducted in accordance with the Memorandum and Articles of Association in force at the relevant time, or (b) duly executed by or on behalf of each director or committee member and the signatures and initials thereon are those of a person or persons in whose name the Resolutions have been expressed to be signed.

8.The Registration Statement and the Plans conform in every material respect to the latest drafts of the same produced to us and, where provided in successive drafts, have been marked up to indicate all changes to such documents.

9.Each of the Registration Statement and the Plans (including each grant notice issued pursuant thereto) will be duly authorised, executed and delivered by or on behalf of all relevant parties prior to the issue of the Shares and will be legal, valid, binding and enforceable against all relevant parties in accordance with their terms under all relevant laws (other than the laws of the Cayman Islands).

10.All preconditions to the issue of the Shares under the terms of the Plans will be satisfied or duly waived prior to the issue of the Shares and there will be no breach of the terms of the Plans.