e.l.f. Beauty S8 Registration of securities for employees

As filed with the Securities and Exchange Commission on June 3, 2020

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	2844	46-4464131
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

570 10^th 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 10^th 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, Esq.

Kathleen M. Wells, Esq.

Latham & Watkins LLP

140 Scott Drive

Menlo Park, CA 94025

Telephone: (650) 328-4600

Facsimile: (650) 463-2600

_____________________________

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	x

Non-accelerated filer	¨	Smaller reporting company	¨

		Emerging growth company	x

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.			x

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		1,995,230	⁽²⁾	$	16.77	⁽³⁾	$	33,460,007.10	$	4,343.11
Common Stock, $0.01 par value		498,807	⁽⁴⁾	$	16.77	⁽³⁾	$	8,364,993.39	$	1,085.78
Total:		2,494,037					$	41,825,000.49	$	5,428.89

(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 (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, 2020.
(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 29, 2020.
(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, 2020.

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 1,995,230 shares of common stock to be issued pursuant to the 2016 Plan (resulting from an automatic annual increase as of January 1, 2020 pursuant to the “evergreen” provision of the 2016 Plan); and


•	an additional 498,807 shares of common stock to be issued pursuant to the ESPP (resulting from an automatic annual increase as of January 1, 2020 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”) on September 27, 2016 (File No. 333-213818), March 15, 2017 (File No. 333-216718), March 1, 2018 (File No. 333-223383), and March 1, 2019 (File No. 333- 230027) (collectively, the “Prior Registration Statements”). 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:


(a)	the Registrant’s Annual Report on Form 10-K for the fiscal year ended March 31, 2020, filed with the SEC on May 28, 2020, as amended on May 29, 2020;


(b)	the Registrant’s Current Report on Form 8-K filed with the SEC on April 9, 2020 and Current Report on Form 8-K filed with the SEC on May 28, 2020; and


(c)	the description of the Registrant’s common stock contained in the Registrant’s registration statement on Form 8-A (Registration No. 001-37873), filed by the Registrant with the SEC under Section 12(b) of the Exchange Act, on September 12, 2016, 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 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.

23.1

Consent of Independent Registered Public Accounting Firm.

23.2

Consent of Legal Counsel (included in Exhibit 5.1).

24.1

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

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)#

Form of Stock Option Grant under the e.l.f. Beauty, Inc. 2016 Equity Incentive Plan.

S-1/A

9/12/2016

10.17

333-213333

99.1(c)#

Form of Restricted Stock Unit under the e.l.f. Beauty, Inc. 2016 Equity Incentive Plan.

S-1/A

9/12/2016

10.27

333-213333

99.1(d)#

Form of Restricted Stock Award Grant Notice under the e.l.f. Beauty, Inc. 2016 Equity Incentive Plan (Executives).

10-K

3/15/2017

10.12(d)

001-37873

99.1(e)#

Form of Restricted Stock Award Grant Notice under the e.l.f. Beauty, Inc. 2016 Equity Incentive Plan (Chief Executive Officer).

10-K

3/15/2017

10.12(e)

001-37873

99.2#

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

S-1/A

9/12/2016

10.18

333-213333

# 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 June 3, 2020.



e.l.f. Beauty, Inc.

By:		/s/ Tarang P. Amin
Name:		Tarang P. 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 P. Amin	Chief Executive Officer, Chairman, and Director (Principal Executive Officer)	June 3, 2020
Tarang P. Amin		June 3, 2020
/s/ Mandy Fields	Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	June 3, 2020
Mandy Fields		June 3, 2020
/s/ Lauren Cooks Levitan	Director	June 3, 2020
Lauren Cooks Levitan	Director	June 3, 2020
/s/ Richelle P. Parham	Director	June 3, 2020
Richelle P. Parham	Director	June 3, 2020
/s/ Kirk L. Perry	Director	June 3, 2020
Kirk L. Perry	Director	June 3, 2020
/s/ Beth M. Pritchard	Director	June 3, 2020
Beth M. Pritchard	Director	June 3, 2020
/s/ Sabrina L. Simmons	Director	June 3, 2020
Sabrina L. Simmons	Director	June 3, 2020
/s/ Maureen C. Watson	Director	June 3, 2020
Maureen C. Watson	Director	June 3, 2020
/s/ Richard G. Wolford	Director	June 3, 2020
Richard G. Wolford	Director	June 3, 2020

e.l.f. Beauty (ELF) S-8Registration of securities for employees