As filed with the Securities and Exchange Commission on May 3, 2018
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Blue Apron Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
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81-4777373 |
(State or other jurisdiction of |
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(I.R.S. Employer |
incorporation or organization) |
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Identification No.) |
40 West 23rd Street |
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New York, New York |
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10010 |
(Address of Principal Executive Offices) |
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(Zip Code) |
2017 Equity Incentive Plan
(Full title of the plan)
Bradley J. Dickerson
President, Chief Executive Officer, Chief Financial Officer and Treasurer
Blue Apron Holdings, Inc.
40 West 23rd Street
New York, New York 10010
(Name and address of agent for service)
(347) 719-4312
(Telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 o |
Accelerated filer o |
Non-accelerated filer x |
Smaller reporting company o |
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(Do not check if a |
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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. o
CALCULATION OF REGISTRATION FEE
Title of Securities to be
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Amount
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Proposed
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Proposed
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Amount of
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Class A Common Stock, $0.0001 par value per share |
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9,569,243 shares |
(2) |
$ |
2.10 |
(3) |
$ |
20,095,411 |
(3) |
$ |
2,502 |
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(1) In accordance with Rule 416 under the Securities Act of 1933, as amended (the Securities Act ), this registration statement shall be deemed to cover any additional shares of the Registrants Class A Common Stock ( Class A Common Stock ) that may from time to time be offered or issued under the Registrants 2017 Equity Incentive Plan to prevent dilution resulting from stock splits, stock dividends or similar transactions that increases the number of outstanding shares of Class A Common Stock.
(2) Represents 9,569,243 additional shares of the Registrants Class A Common Stock available for issuance under the Registrants 2017 Equity Incentive Plan, effective as of January 1, 2018, as a result of an annual increase.
(3) Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act, and based upon $2.10, the average of the high and low prices of the Registrants Class A Common Stock as reported on the New York Stock Exchange on May 1, 2018.
Statement of Incorporation by Reference
This Registration Statement on Form S-8, relating to the 2017 Equity Incentive Plan of Blue Apron Holdings, Inc. (the Registrant), is being filed for the purpose of registering additional securities of the same class as other securities for which a Registration Statement on Form S-8 has previously been filed and is effective. Pursuant to General Instruction E to Form S-8, except as otherwise set forth below, this Registration Statement incorporates by reference the contents of the Registration Statement on Form S-8, File No. 333-219030, filed by the Registrant with the Securities and Exchange Commission on June 29, 2017.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
Number |
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Description |
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4.1 |
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4.2 |
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5.1 |
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23.1 |
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Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5.1) |
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23.2 |
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24.1 |
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99.1 |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 New York, State of New York, on this 3rd day of May, 2018.
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BLUE APRON HOLDINGS, INC. |
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By: |
/s/ Bradley J. Dickerson |
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Bradley J. Dickerson |
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President, Chief Executive Officer, Chief Financial Officer and Treasurer |
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Blue Apron Holdings, Inc., hereby severally constitute and appoint Bradley J. Dickerson and Benjamin C. Singer, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the registration statement on Form S-8 filed herewith and any and all subsequent amendments to said registration statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable Blue Apron Holdings, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.
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 the dates indicated.
Signature |
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Title |
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Date |
/s/ Bradley J. Dickerson |
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President, Chief Executive Officer, Chief Financial Officer, Treasurer and Director |
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May 3, 2018 |
Bradley J. Dickerson |
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(Principal Executive, Financial and Accounting Officer) |
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/s/ Julie M.B. Bradley |
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Director |
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May 3, 2018 |
Julie M.B. Bradley |
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/s/ Tracy Britt Cool |
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Director |
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May 3, 2018 |
Tracy Britt Cool |
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/s/ Kenneth A. Fox |
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Director |
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May 3, 2018 |
Kenneth A. Fox |
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/s/ Robert P. Goodman |
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Director |
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May 3, 2018 |
Robert P. Goodman |
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/s/ Gary R. Hirshberg |
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Director |
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May 3, 2018 |
Gary R. Hirshberg |
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/s/ Brian P. Kelley |
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Director |
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May 3, 2018 |
Brian P. Kelley |
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/s/ Matthew B. Salzberg |
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Director and Executive Chairman |
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May 3, 2018 |
Matthew B. Salzberg |
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May 3, 2018 |
+1 617 526 6000 (t) +1 617 526 5000 (f) wilmerhale.com |
Blue Apron Holdings, Inc.
40 West 23 rd Street
New York, NY 10010
Re: 2017 Equity Incentive Plan
Ladies and Gentlemen:
We have assisted in the preparation of a Registration Statement on Form S-8 (the Registration Statement) to be filed with the Securities and Exchange Commission (the Commission) under the Securities Act of 1933, as amended (the Securities Act), relating to an aggregate of 9,569,243 shares of Class A Common Stock, $0.0001 par value per share (the Shares), of Blue Apron Holdings, Inc., a Delaware corporation (the Company), issuable under the Companys 2017 Equity Incentive Plan (the Plan).
We have examined the Certificate of Incorporation and Bylaws of the Company, each as amended and restated to date, and originals, or copies certified to our satisfaction, of all pertinent records of the meetings of the directors and stockholders of the Company, the Registration Statement and such other documents relating to the Company as we have deemed material for the purposes of this opinion.
In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, photostatic or other copies, the authenticity of the originals of any such documents and the legal competence of all signatories to such documents.
We assume that the appropriate action will be taken, prior to the offer and sale of the Shares in accordance with the Plan, to register and qualify the Shares for sale under all applicable state securities or blue sky laws.
We express no opinion herein as to the laws of any state or jurisdiction other than the General Corporation Law of the State of Delaware and the federal laws of the United States of America.
It is understood that this opinion is to be used only in connection with the offer and sale of the Shares while the Registration Statement is in effect.
Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters.
Based on the foregoing, we are of the opinion that the Shares have been duly authorized for issuance and, when the Shares are issued and paid for in accordance with the terms and conditions of the Plan, the Shares will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Commission in connection with the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. In giving such
consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.
Very truly yours, |
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WILMER CUTLER PICKERING HALE AND DORR LLP |
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By: |
/s/ David A. Westenberg |
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David A. Westenberg, a Partner |
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Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2017 Equity Incentive Plan of Blue Apron Holdings, Inc. of our report dated February 22, 2018, with respect to the consolidated financial statements and schedule of Blue Apron Holdings, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2017, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
New York, New York
May 3, 2018