NAUTILUS, INC. (Form: S-8, Received: 08/22/2022 06:05:31)

As filed with the Securities and Exchange Commission on August 19, 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

NAUTILUS, INC.

(Exact name of Registrant as specified in its charter)


Washington			94-3002667
(State or other jurisdiction of			(I.R.S. Employer
incorporation or organization)			Identification Number)

17750 S.E. 6th Way

Vancouver, Washington 98683

(360) 859-2900

(Address, including zip code, telephone number, including area code, of Registrant’s principal executive offices)

Nautilus, Inc. Amended and Restated 2015 Long-Term Incentive Plan

(Full title of the plan)

Alan Chan

Secretary

Nautilus, Inc.

17750 SE 6th Way

Vancouver, Washington 98683

(360) 859-2900

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Amy Bowler, Esq.

Leah Neumann, Esq.

Holland & Hart LLP

555 17th Street, Suite 3200

Denver, Colorado 80202

(303) 295-8400

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. o

EXPLANATORY NOTE
REGISTRATION OF ADDITIONAL SHARES PURSUANT TO GENERAL INSTRUCTION E

Pursuant to General Instruction E of Form S-8, Nautilus, Inc. (the “Registrant”) is filing this Registration Statement with the Securities and Exchange Commission (the “Commission”) to register 4,000,000 additional shares of common stock of the Registrant (“Common Stock”) issuable under the Registrant’s Amended and Restated 2015 Long-Term Incentive Plan (the “Plan”), pursuant to an amendment to the Plan, which was approved by the Registrant’s shareholders on August 2, 2022 (the “Amendment”). This Registration Statement hereby incorporates by reference the contents of the Registrant’s registration statements on Form S-8 filed with the Commission on May 26, 2015 (Registration No. 333-204455) registering 5,597,398 shares of Common Stock and May 5, 2020 (Registration No. 333-237998) registering an additional 2,000,000 shares of Common Stock issuable under the Plan.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing the information specified in Part I will be sent or given to participants in the Plan as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”). In accordance with the instructions to Part I of Form S-8, such documents will not be filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

Item 1. Plan Information.

Not required to be filed with this Registration Statement.

Item 2. Registrant Information and Employee Plan Annual Information.

Not required to be filed with this Registration Statement.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

We “incorporate by reference” in this prospectus certain documents that we have previously filed with the Commission. This means that we are disclosing important information to you without actually including that information in this prospectus by referring you to other documents that we have filed separately with the Commission. The information incorporated by reference is an important part of this prospectus. Information that we later provide to the Commission, and which is deemed “filed” with the Commission, will automatically update information that we previously filed with the Commission, and may replace information in this prospectus and information that we previously filed with the Commission. We incorporate by reference the following documents in this prospectus, which you should review in connection with this prospectus:

(a) the Registrant's Annual Report on Form 10-K for the fiscal year ended March 31, 2022, which includes audited financial statements for the Registrant's latest fiscal year, filed with the Commission on June 3, 2022;

(b) the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, filed with the Commission on August 9, 2022;

(c) the Registrant's Current Reports on Form 8‑K filed with the Commission on May 19, 2022, June 21, 2022, July 15, 2022, August 5, 2022, and August 9, 2022, in each case solely to the extent filed and not furnished; and

(d) the description of the Registrant's Common Stock which is contained in the Registrant's registration statement on Form 8-A filed on May 8, 2002 (File No. 001-31321) under the Exchange Act, including any amendment or report filed for the purpose of updating such description.

We also incorporate by reference each of the documents that we file with the Commission (excluding any portion of those filings furnished, not filed, under Items 2.02 or 7.01 of Form 8-K or other information furnished to the Commission) under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act on or after the date of this Registration Statement and prior to the filing of a post-effective amendment that indicates that all shares of Common Stock offered hereby have been sold or that deregisters all such shares of Common Stock then remaining unsold. Any statements made in such documents will automatically update and supersede the information contained in this prospectus, and any statements made in this prospectus update and supersede the information contained in past Commission filings incorporated by reference into this prospectus.

You should rely only on the information contained or incorporated by reference in this prospectus, any applicable prospectus supplement, or any free writing prospectus we may authorize to be delivered to you. You should not assume that the information incorporated by reference or provided in this prospectus, any applicable prospectus supplement or any free writing prospectus is accurate as of any date other than the date on the front of each document.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Officers and Directors.

Sections 23B.08.510 and 23B.08.570 of the Washington Business Corporation Act (the “WBCA”) authorize Washington corporations to indemnify directors and officers under certain circumstances against expenses and liabilities incurred in legal proceedings in which they are involved by reason of being a director or officer, as applicable.

Section 23B.08.560 of the WBCA authorizes a corporation by provision in a bylaw approved by its shareholders to indemnify or agree to indemnify a director made a party to a proceeding, or obligate itself to advance or reimburse expenses incurred in a proceeding, without regard to the limitations imposed by Sections 23B.08.510 through 23B.08.550 of the WBCA; provided that no such indemnity shall indemnify any director from or on account of (a) acts or omissions of the director finally adjudged to be intentional misconduct or a knowing violation of law, (b) conduct of the director finally adjudged to be in violation of Section 23B.08.310 of the WBCA or (c) any transaction with respect to which it was finally adjudged that such director personally received a benefit in money, property or services to which the director was not legally entitled.

Article IX of the Registrant’s Amended and Restated Articles of Incorporation, provides that, to the fullest extent that the WBCA permits the limitation or elimination of directors’ or officers’ liability, a director or officer shall not be liable to the Registrant or its shareholders for monetary damages as a result of acts or omissions as a director or officer, as applicable. Article X of the Registrant’s Amended and Restated Bylaws, as amended, requires the Registrant to indemnify every present or former director or officer to the fullest extent authorized by the WBCA or other applicable law against liabilities and losses incurred in connection with serving as a director or officer, as applicable, and to advance expenses of such director or officer in connection with defending any proceeding covered by the indemnity.

The Registrant maintains directors’ and officers’ liability insurance under which the Registrant’s directors and officers are insured against loss (as defined in the policy) as a result of claims brought against them for their wrongful acts in such capacities.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

The following exhibits are filed as part of this Registration Statement:

Exhibit Number

Exhibit Description

Incorporated by Reference

Filed Herewith

Form

File No.

Exhibit or Appendix

Filing Date

4.1

Amended and Restated Articles of Incorporation of the Registrant

DEF 14A

001-31321

April 22, 2008

4.2

Amended and Restated Bylaws of the Registrant

8-K

001-31321

3.1

April 5, 2005

4.3

Amendment to Amended and Restated Bylaws of the Registrant

8-K

001-31321

3.1

January 31, 2007

4.5

Nautilus, Inc. Amended and Restated 2015 Long-Term Incentive Plan

DEF 14A

001-31321

June 17, 2022

4.6

Amendment to Nautilus, Inc. Amended and Restated 2015 Long-Term Incentive Plan

5.1

Opinion of Holland & Hart LLP

23.1

Consent of Holland & Hart LLP (contained in Exhibit 5.1)

23.2

Consent of Grant Thorton LLP, Independent Registered Public Accounting Firm

23.3

Consent of KPMG LLP, Independent Registered Public Accounting Firm

24.1

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

107

Filing Fee Table

Item 9. Undertakings.

The undersigned Registrant hereby undertakes:

(a)To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)To include any prospectus required by section 10(a)(3) of the Securities Act;

(ii)To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

(iii)To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference herein.

(a)That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(b)To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

The Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act, 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 Vancouver, Washington, on this 19th day of August, 2023.

NAUTILUS, INC.

By: /s/ Aina E. Konold

Aina E. Konold

Chief Financial Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints James Barr IV and Aina Konold, and each of them, as his or her true and lawful attorney-in-fact and agent with full power of substitution, for him or her 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 file the same, with all exhibits thereto and other documents in connection therewith, with the Commission, granting unto said attorney-in-fact and agent 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 might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute, may lawfully do or cause to be done by virtue hereof.

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

Name

Title

Date

/s/ James Barr IV

Chief Executive Officer and Director

August 19, 2022

James Barr IV

(Principal Executive Officer)

/s/ Aina E. Konold

Chief Financial Officer

August 19, 2022

Aina E. Konold

(Principal Financial Officer)

/s/ Sarah A. Jones

Principal Accounting Officer

August 19, 2022

Sarah A. Jones

(Principal Accounting Officer)

/s/ Anne G. Saunders

Director

August 19, 2022

Anne G. Saunders

/s/ Patricia M. Ross

Director

August 19, 2022

Patricia M. Ross

/s/ Shailesh Prakash

Director

August 19, 2022

Shailesh Prakash

/s/ Kelley Hall

Director

August 19, 2022

Kelley Hall

/s/ Ruby Sharma

Director

August 19, 2022

Ruby Sharma

Exhibit 107

Calculation of Filing Fee Tables

Form S-8
(Form Type)

Nautilus, Inc.
(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security Type

Security Class
Title

Fee
Calculation
or Carry
Forward Rule

Amount
Registered (1)

Proposed
Maximum
Offering Price
Per Unit (2)

Maximum
Aggregate
Offering Price

Fee Rate

Amount of
Registration Fee

Equity

Common stock

457(c) and 457(h)

4,000,000

$2.445

$9,780,000

$0.0000927

$906.61

Total Offering Amounts

$906.61

Total Fees Previously Paid

—

Total Fee Offsets

—

Net Fee Due

$906.61

(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this Registration Statement shall be deemed to register such additional shares of common stock (“Common Stock”) of Nautilus, Inc. (the “Registrant”) as may be offered or issued or become issuable by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration that increases the number of the Registrant’s outstanding shares of Common Stock.

(2) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) and Rule 457(h) under the Securities Act based on the average of the high and low sales prices of the Common Stock as reported on the New York Stock Exchange on August 18, 2022.

Exhibit 4.6

AMENDMENT TO

NAUTILUS, INC.
AMENDED AND RESTATED 2015 LONG-TERM INCENTIVE PLAN

This amendment amends the Amended and Restated 2015 Long-Term Incentive Plan (the “Plan”) of Nautilus, Inc. (the “Company”).

WHEREAS, the 2015 Long-Term Incentive Plan of the Company (the “Initial Plan”) (i) was approved by the Board of Directors on February 12, 2015 (and became effective on April 28, 2015 with shareholder approval at the 2015 Annual Meeting of the shareholders), and (ii) authorized an aggregate number of shares of common stock of the Company (the “Shares”) that may be granted pursuant to awards under the Plan equal to 1,300,000 plus any Shares reserved and available under the Company’s 2005 Long-Term Incentive Plan, as amended, or as to which an option award is forfeited on or after April 28, 2015 (collectively, the “Initial Shares”).

WHEREAS, the Initial Plan was amended and restated by the Board of Directors on March 19, 2020 (which amendment and restatement became effective on May 1, 2020 with shareholder approval at the 2020 Annual Meeting of the shareholders) to increase the Initial Shares by 2,000,000 Shares (such Shares together with the Initial Shares, the “Amended Share Number”).

WHEREAS, on May 18, 2022, the Board of Directors approved an amendment to the Plan to increase the Amended Share Number by 4,000,000 Shares (the “Amendment”), subject to shareholder approval.

WHEREAS, the shareholders of the Company approved the Amendment on August 2, 2022 at the 2022 Annual Meeting of the shareholders.

NOW, THEREFORE, effective as of August 2, 2022, the Plan is amended to increase the Amended Share Number by 4,000,000. Except as amended by this Amendment, the Plan remains in full force and effect in accordance with its terms.

Exhibit 5.1

August 19, 2022

Board of Directors
Nautilus, Inc.

17750 SE 6th Way

Vancouver, Washington 98683

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel to Nautilus, Inc. (the “Company”), in connection with its Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on the date hereof (the “Registration Statement”), pursuant to the Securities Act of 1933, as amended (the “Securities Act”). On May 18, 2022, the Board of Directors of the Company (the “Board”) approved the amendment of the Nautilus, Inc. Amended and Restated 2015 Long-Term Incentive Plan (the “Plan”) to increase the shares of the Company’s common stock (“Common Stock”) available for issuance under the Plan by an additional 4,000,000 shares (the “Shares”), which was subsequently approved by the shareholders of the Company, effective as of August 2, 2022 (the “Amendment”). Pursuant to the Registration Statement, the Company is registering the Shares for issuance under the Plan, as amended. This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act in connection with the Registration Statement, and no opinion is expressed or may be implied herein as to any matter pertaining to the contents of the Registration Statement other than as to the valid issuance of the Shares.

As the basis for the opinion hereinafter expressed, we have reviewed originals or copies of the following:

A.an executed copy of the Registration Statement;

B.a copy of the Amended and Restated Articles of Incorporation of the Company, filed with the Secretary of State of the State of Washington on June 3, 2008 and certified as of a recent date;

C.a copy of the Amended and Restated Bylaws of the Company, effective as of March 30, 2005, as amended by the Amendment to the Amended and Restated Bylaws of the Company, effective as of January 29, 2007;

D.a copy of the resolutions adopted by the Board relating to, among other things, the approval of the Amendment to the Plan to increase the authorized shares;

E.a report regarding the annual meeting of the shareholders of the Company held on June 16, 2021, regarding the election of the directors;

F.a report regarding the annual meeting of the shareholders of the Company held on August 2, 2022, indicating that the Amendment was approved by the shareholders; and

G.the certificate of existence covering the Company, issued by the Secretary of State of the State of Washington as of a recent date (the “Certificate of Existence”).

We have relied upon the foregoing and upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We have assumed for purposes of this opinion: (a) information contained in documents reviewed by us is true, complete



T 303.295.8000 F 303.295.8261 555 17th Street, Suite 3200, Denver, CO 80202-3921 Mail to: P.O. Box 8749, Denver, CO 80201-8749 www.hollandhart.com			Alaska Colorado Idaho Montana Nevada New Mexico Utah Washington, D.C. Wyoming


			August 19, 2022 Page 2

and correct; (b) the genuineness and authenticity of all signatures on original documents; (c) the accuracy and completeness of all documents delivered to us and the authenticity of all documents submitted to us as originals; (d) the conformity to originals of all documents submitted to us as copies; (e) the accuracy, completeness and authenticity of certificates of public officials; (f) the legal capacity of all natural persons; and (g) the due authorization, execution and delivery of all documents by parties other than the Company.

We are opining herein as to the Washington Business Corporation Act, as amended, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction, or as to any matters of municipal law or the laws of any local agencies within any state.

Based on the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that the Shares have been duly authorized for issuance pursuant to the Plan, as amended by the Amendment, and when issued in accordance with the terms of the amended Plan, will be validly issued, fully paid and nonassessable.

We expressly disavow any obligation to advise you with respect to future changes in law or in our knowledge or as to any event or change of condition occurring subsequent to the date of this letter. This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Securities Act.

We consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

/s/ Holland & Hart LLP

Holland & Hart LLP

Exhibit 5.1

August 19, 2022

Board of Directors
Nautilus, Inc.

17750 SE 6th Way

Vancouver, Washington 98683

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

As the basis for the opinion hereinafter expressed, we have reviewed originals or copies of the following:

A.an executed copy of the Registration Statement;

B.a copy of the Amended and Restated Articles of Incorporation of the Company, filed with the Secretary of State of the State of Washington on June 3, 2008 and certified as of a recent date;

D.a copy of the resolutions adopted by the Board relating to, among other things, the approval of the Amendment to the Plan to increase the authorized shares;

E.a report regarding the annual meeting of the shareholders of the Company held on June 16, 2021, regarding the election of the directors;

F.a report regarding the annual meeting of the shareholders of the Company held on August 2, 2022, indicating that the Amendment was approved by the shareholders; and

G.the certificate of existence covering the Company, issued by the Secretary of State of the State of Washington as of a recent date (the “Certificate of Existence”).



T 303.295.8000 F 303.295.8261 555 17th Street, Suite 3200, Denver, CO 80202-3921 Mail to: P.O. Box 8749, Denver, CO 80201-8749 www.hollandhart.com			Alaska Colorado Idaho Montana Nevada New Mexico Utah Washington, D.C. Wyoming


			August 19, 2022 Page 2

/s/ Holland & Hart LLP

Holland & Hart LLP

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our reports dated June 3, 2022, with respect to the consolidated financial statements and internal control over financial reporting of Nautilus, Inc. included in the Annual Report on Form 10-K for the year ended March 31, 2022, which are incorporated by reference in this Registration Statement. We consent to the incorporation by reference of the aforementioned reports in this Registration Statement.

/s/ GRANT THORNTON LLP

Bellevue, Washington

August 19, 2022