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

As filed with the Securities and Exchange Commission on May 26, 2023

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

46-4464131

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)

570 10th Street

Oakland, CA 94607

(510) 778-7787

(Address of Principal Executive Offices) (Zip Code)

_____________________________

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

(Name and address of agent for service)

(510) 778-7787

(Telephone number, including area code, of agent for service)

_____________________________

Copies to:

Tad J. Freese

Kathleen M. Wells

Richard Kim

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 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.

EXPLANATORY NOTE

e.l.f. Beauty, Inc. (the “Registrant”) is filing this Registration Statement for the purpose of registering:

•an additional 1,063,309 shares of the Registrant’s Common Stock (“Common Stock”) to be issued pursuant to the Registrant’s 2016 Equity Incentive Award Plan, as amended (the “2016 Plan”) (resulting from an automatic annual increase as of January 1, 2023 pursuant to the “evergreen” provision of the 2016 Plan); and

•an additional 531,654 shares of Common Stock to be issued pursuant to the Registrant’s 2016 Employee Stock Purchase Plan (“ESPP”) (resulting from an automatic annual increase as of January 1, 2023 pursuant to the “evergreen” provision of the ESPP).

The 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:

•September 27, 2016 (File No. 333-213818);

•March 15, 2017 (File No. 333-216718);

•March 1, 2018 (File No. 333-223383);

•March 1, 2019 (File No. 333-230027);

•June 3, 2020 (File No. 333-238909);

•May 28, 2021 (File No. 333-256631); and

•May 27, 2022 (File No. 333-265225).

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 I

INFORMATION REQUIRED IN THE PROSPECTUS

The information specified in Item 1 and Item 2 of Part I of Form S-8 is omitted from this Registration Statement in accordance with the provisions of Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”) and the introductory note to Part I of Form S-8. The documents containing the information specified in Part I of Form S-8 will be delivered to the participants in the equity benefit plans covered by this Registration Statement as specified by Rule 428(b)(1) under the Securities Act.

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 are incorporated herein by reference:

(a)the Registrant’s Annual Report on Form 10-K for the fiscal year ended March 31, 2023, filed with the SEC on May 25, 2023 (the “2023 Annual Report”);

(b)the information specifically incorporated by reference into the Registrant’s Annual Report on Form 10-K for the year ended March 31, 2022 from the Registrant’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on July 13, 2022; and

(c)the description of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on Form 8-A filed on September 12, 2016 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report 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

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 after the signature page of this Registration Statement).

99.1(a)#

e.l.f. Beauty, Inc. 2016 Equity Incentive Award Plan.

S-1/A

9/12/2016

10.16

333-213333

99.1(b)#

Amendment to the e.l.f. Beauty, Inc. 2016 Equity Incentive Award Plan, effective July 2, 2020.

8-K

7/2/2020

10.2

001-37873

99.2#

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

S-1/A

9/12/2016

10.18

333-213333

107.1

Filing Fee Table.

# 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 26, 2023.


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.

Signature

Title

Date

/s/ Tarang Amin

Chief Executive Officer, Chairman, and Director

(Principal Executive Officer)

May 26, 2023

Tarang Amin

/s/ Mandy Fields

Senior Vice President and Chief Financial Officer

(Principal Financial and Accounting Officer)

May 26, 2023

Mandy Fields

/s/ Tiffany Daniele

Director

May 26, 2023

Tiffany Daniele

/s/ Lori Keith

Director

May 26, 2023

Lori Keith

/s/ Lauren Cooks Levitan

Director

May 26, 2023

Lauren Cooks Levitan

/s/ Kenny Mitchell

Director

May 26, 2023

Kenny Mitchell

/s/ Beth Pritchard

Director

May 26, 2023

Beth Pritchard

/s/ Gayle Tait

Director

May 26, 2023

Gayle Tait

/s/ Maureen Watson

Director

May 26, 2023

Maureen Watson

/s/ Richard Wolford

Director

May 26, 2023

Richard Wolford

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