As filed with the Securities and Exchange Commission on March 20, 2019
Registration Statement No. 333-229630
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 3
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Levi Strauss & Co.
(Exact name of registrant as specified in its charter)
Delaware | 2325 | 94-0905160 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
1155 Battery Street
San Francisco, CA 94111
415-501-6000
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Charles V. Bergh
President and Chief Executive Officer
Levi Strauss & Co.
1155 Battery Street
San Francisco, CA 94111
415-501-6000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
| ||||
Eric Jensen Jodie Bourdet Siana Lowrey Cooley LLP 101 California Street, Fifth Floor San Francisco, CA 94111 415-693-2000 |
Harmit Singh Seth R. Jaffe David Jedrzejek Levi Strauss & Co. 1155 Battery Street San Francisco, CA 94111 415-502-6000 |
John L. Savva Sarah P. Payne Sullivan & Cromwell LLP 1870 Embarcadero Road Palo Alto, CA 94303 650-461-5600 |
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this registration statement.
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, as amended, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) 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. ☐
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. ☐
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 number of the earlier effective registration statement for the same offering. ☐
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 of 1933, as amended. ☐
The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
The sole purpose of this Amendment No. 3 to the Registration Statement on Form S-1 (Registration No. 333-229630) of Levi Strauss & Co. is to update Exhibit 5.1 to the Registration Statement as indicated in Item 16(a) of Part II of this amendment. No change is made to Part I or Part II of the Registration Statement, other than to Item 16(a) of Part II, and those items have therefore been omitted. Accordingly, this amendment consists only of the facing page, this explanatory note, Item 16(a) of Part II, the signature page to the Registration Statement and the exhibits filed herewith.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibits
The exhibits to this registration statement are listed in the Exhibit Index attached hereto and incorporated by reference herein.
II-1
EXHIBIT INDEX
II-2
II-3
* | Previously filed. |
# | Portions of this exhibit have been redacted and filed separately with the Commission, pursuant to a request for confidential treatment granted by the Commission. |
II-4
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in San Francisco, California, on March 20, 2019.
LEVI STRAUSS & CO. | ||
By: | /s/ Charles V. Bergh | |
Charles V. Bergh President, Chief Executive Officer and Director |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature |
Title |
Date | ||
/s/ Charles V. Bergh Charles V. Bergh |
President, Chief Executive Officer and Director (Principal Executive Officer) |
March 20, 2019 | ||
/s/ Harmit Singh Harmit Singh |
Executive Vice President and Chief Financial Officer (Principal Financial Officer) | March 20, 2019 | ||
* Gavin Brockett |
Senior Vice President and Global Controller (Principal Accounting Officer) | March 20, 2019 | ||
* Stephen C. Neal |
Chairman of the Board of Directors | March 20, 2019 | ||
* Troy Alstead |
Director | March 20, 2019 | ||
* Jill Beraud |
Director | March 20, 2019 | ||
* Robert A. Eckert |
Director | March 20, 2019 | ||
* Spencer C. Fleischer |
Director |
March 20, 2019 | ||
* David A. Friedman |
Director | March 20, 2019 | ||
* Peter E. Haas Jr. |
Director | March 20, 2019 |
II-5
Signature |
Title |
Date | ||
* Christopher J. McCormick |
Director | March 20, 2019 | ||
* Jenny Ming |
Director | March 20, 2019 | ||
* Patricia Salas Pineda |
Director | March 20, 2019 |
*By: | /s/ Charles V. Bergh | |
Charles V. Bergh | ||
Attorney-in-Fact |
II-6
Exhibit 5.1
Jodie M. Bourdet
+1 415 693 2054
jbourdet@cooley.com
March 20, 2019
Levi Strauss & Co.
1155 Battery Street
San Francisco, California 94111
Ladies and Gentlemen:
We have acted as counsel to Levi Strauss & Co., a Delaware corporation (the Company), and you have requested our opinion, in connection with the filing by the Company of a Registration Statement (No. 333-229630) on Form S-1 (the Registration Statement) with the Securities and Exchange Commission, including a related prospectus filed with the Registration Statement (the Prospectus), covering an underwritten public offering (the Offering) of up to 42,166,667 shares of the Companys Class A Common Stock, par value $0.001 per share (the Shares), which consists of (i) up to 14,960,557 Shares to be sold by the Company (including up to 5,500,000 Shares that may be sold by the Company pursuant to the exercise of an option to purchase additional Shares granted to the underwriters) (collectively, the Company Shares) and (ii) 27,206,110 Shares to be sold by the selling stockholders identified in such Registration Statement (the Stockholder Shares).
In connection with this opinion, we have (i) examined and relied upon (a) the Registration Statement and related Prospectus, (b) the Companys Amended and Restated Certificate of Incorporation and Amended and Restated By-laws, as currently in effect on the date hereof, (c) the form of the Companys Amended and Restated Certificate of Incorporation, filed as Exhibit 3.2 to the Registration Statement and the Companys Amended and Restated Bylaws, filed as Exhibit 3.4 to the Registration Statement, each of which are to be in effect immediately following the closing of the Offering, and (d) the originals or copies certified to our satisfaction of such records, documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below and (ii) assumed that Shares will be sold at a price authorized by the Board of Directors of the Company or a duly authorized committee thereof.
We have assumed the genuineness and authenticity of all documents submitted to us as originals, and the conformity to originals of all documents submitted to us as copies. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not sought independently to verify such matters.
Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.
Cooley LLP 101 California Street 5th Floor San Francisco, CA 94111-5800
t: (415) 693-2000 f: (415) 693-2222 cooley.com
On the basis of the foregoing, and in reliance thereon, we are of the opinion that (i) the Company Shares, when sold and issued as described in the Registration Statement and the related Prospectus, will be validly issued, fully paid and non-assessable and (ii) the Stockholder Shares have been validly issued and are fully paid and non-assessable.
We consent to the reference to our firm under the caption Legal Matters in the Prospectus included in the Registration Statement and to the filing of this opinion as an exhibit to the Registration Statement.
Sincerely, | ||
COOLEY LLP | ||
By: | /s/ Jodie M. Bourdet | |
Jodie M. Bourdet |
Cooley LLP 101 California Street 5th Floor San Francisco, CA 94111-5800
t: (415) 693-2000 f: (415) 693-2222 cooley.com