As filed with the Securities and Exchange Commission on June 28, 2024
Registration No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
THE LOVESAC
COMPANY
(Exact name
of registrant as specified in its charter)
| Delaware |
|
32-0514958 |
(State or other jurisdiction of
incorporation or organization) |
|
(I.R.S. Employer
Identification Number) |
Two Landmark Square, Suite 300
Stamford, Connecticut |
|
06901 |
| (Address of principal executive offices) |
|
(Zip Code) |
THE LOVESAC
COMPANY
SECOND AMENDED
AND RESTATED 2017 EQUITY INCENTIVE PLAN, AS AMENDED
(Full title
of the plan)
Megan C.
Preneta
Vice President,
General Counsel and Secretary
The Lovesac
Company
Two Landmark
Square, Suite 300
Stamford,
Connecticut 06901
(Name and address
of agent for service)
(888) 636-1223
(Telephone number,
including area code, of agent for service)
Copies to:
| Doreen E. Lilienfeld |
|
Keith Siegner |
| Allen Overy Shearman Sterling US LLP |
|
The Lovesac Company |
| 599 Lexington Avenue |
|
Two Landmark Square, Suite 300 |
| New York, NY 10022 |
|
Stamford, CT 06901 |
| (212) 848-4000 |
|
(888) 636-1223 |
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 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 to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
The Lovesac
Company (the “Registrant”) is filing this registration statement on Form
S-8 pursuant to and in accordance with General Instruction E of Form S-8 to register 1,100,000 additional
shares of its common stock, par value $0.00001 per share (“Common Stock”),
for issuance under The Lovesac Company Second Amended and Restated 2017 Equity Incentive Plan, as amended (the “Plan”).
The Registrant first registered the offer and sale of 1,066,740 shares of Common Stock in
connection with the Plan on its registration statement on Form S-8 (File No. 333-232674) filed
with the Securities and Exchange Commission (the “Commission”) on July
16, 2019, an additional 1,038,149 shares of Common Stock in connection with the Plan on its registration statement on Form S-8
(File No. 333-248755) on September 11, 2020, an additional 550,000 shares of Common Stock in connection with the Plan on its registration
statement on Form S-8 (File No. 333-248755) on July 8, 2022 and an additional 225,000 shares of Common Stock in connection with the Plan
on its registration statement on Form S-8 (File No. 333-275884) on December 4, 2023 (collectively, the “Prior Registration Statements”).
In accordance with General
Instruction E of Form S-8, the contents of the Prior Registration Statements are hereby incorporated by reference. Only those items
of Form S-8 containing new information not contained in the Prior Registration Statements are presented herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
Item 3. Incorporation of Documents
by Reference.
The following documents filed with the
Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated into
this Registration Statement by reference:
| (a) | The Registrant’s Annual Report on Form
10-K for the fiscal year ended February 4, 2024, filed with the Commission on April 11, 2024; |
| (b) | All other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since February 4, 2024; and |
| (c) | The description of the Registrant’s Common Stock set
forth in Exhibit 4.5 to
the Registrant’s Annual Report on Form 10-K for the fiscal year ended February 4, 2024, filed with the Commission on April 11,
2024. |
All documents filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to
the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities
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 of such documents, except as to documents or information deemed to have been furnished and not filed in accordance with the
rules of the Commission. Unless expressly incorporated into this Registration Statement, a report deemed to be furnished but not filed
on Form 8-K prior or subsequent to the date hereof shall not be incorporated by reference into this Registration Statement. Any statement
contained in 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 which also is deemed to be
incorporated by reference herein modifies or supersedes such statement.
Item 6. Indemnification of Directors and Officers.
Section 102(b)(7) of the Delaware General
Corporation Law (the “DGCL”), permits a corporation to provide in its certificate of incorporation that a director
or officer of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director or officer, provided that such provisions shall not eliminate or limit the liability of (i) a director or
officer for any breach of the director’s or officer’s duty of loyalty to the corporation or its stockholders, (ii) a director
or officer for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) a director
under Section 174 of the DGCL, (iv) a director or officer for any transaction from which the director or officer derived an improper personal
benefit, or (v) an officer in any action by or in the right of the corporation. No such provision shall eliminate or limit the liability
of a director or officer for any act or omission occurring before the date when such provision becomes effective.
Section 145 of the DGCL provides that a corporation
may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys’ fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed
actions, suits or proceedings in which such person is made a party by reason of such person being or having been a director, officer,
employee or agent of the Registrant. The DGCL provides that Section 145 is not exclusive of other rights to which those seeking indemnification
may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise. Expenses, including attorneys’
fees, incurred by any such person in defending any such action, suit or proceeding shall be paid or reimbursed by the Registrant in advance
of the final disposition of such action, suit or proceeding upon receipt by the Registrant of an undertaking of such person to repay such
expenses if it shall ultimately be determined that such person is not entitled to be indemnified by the Registrant.
The Registrant’s certificate of incorporation
provides for the indemnification of directors to the fullest extent permitted under Delaware law. Directors shall not be personally liable
to the Registrant or its stockholders for monetary damages for breach of fiduciary duty as a director.
The Registrant’s amended and restated bylaws
provide for the indemnification of directors, executive officers and third parties acting on the Registrant’s behalf to the fullest
extent permitted under Delaware law.
The Registrant maintains a directors and officers
liability insurance policy on behalf of any person who is or was a director or officer against any loss arising from any claim asserted
against him or her and incurred by him or her in that capacity, subject to certain exclusions and limits of the amount of coverage.
Item 8. Exhibits.
The following Exhibits are filed
as part of this Registration Statement:
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 Milford, State of Connecticut, on June 28, 2024.
| |
THE LOVESAC COMPANY |
| |
|
|
| |
By: |
/s/ Megan C. Preneta |
| |
Name: |
Megan C. Preneta |
| |
Title: |
Vice President, General Counsel and Secretary |
POWER OF ATTORNEY
Each person whose signature
appears below constitutes and appoints Keith Siegner and Megan C. Preneta, each of them severally, his or her true and lawful attorneys-in-fact
and agents, each of whom may act alone, with full power of substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement
on Form S-8, and to sign any related registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under
the Securities Act of 1933, as amended, and all post-effective amendments thereto, 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,
and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about
the premises, as fully to 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 any of them, 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, this Registration Statement has been signed by the following persons in the capacities and on June 28,
2024.
| /s/ Shawn Nelson |
|
| Shawn Nelson |
|
| Chief Executive Officer and Director |
|
| (Principal Executive Officer) |
|
| |
|
| /s/ Keith Siegner |
|
| Keith Siegner |
|
| Executive Vice President and |
|
| Chief Financial Officer |
|
| (Principal Financial Officer and |
|
| Principal Accounting Officer) |
|
| |
|
| /s/ Andrew R. Heyer |
|
| Andrew R. Heyer |
|
| Chairman and Director |
|
| |
|
| /s/ John Grafer |
|
| John Grafer |
|
| Director |
|
| |
|
| /s/ Jack A. Krause |
|
| Jack A. Krause |
|
| Director |
|
| |
|
| /s/ Sharon M. Leite |
|
| Sharon M. Leite |
|
| Director |
|
| |
|
| /s/ Walter F. McLallen |
|
| Walter F. McLallen |
|
| Director |
|
| |
|
| /s/ Vineet Mehra |
|
| Vineet Mehra |
|
| Director |
|
| |
|
| /s/ Shirley Romig |
|
| Shirley Romig |
|
| Director |
|
