As filed with the Securities and Exchange Commission on April 30, 2019

 

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

 

81-4777373

(State or other jurisdiction of

 

(I.R.S. Employer

incorporation or organization)

 

Identification No.)

 

40 West 23rd Street

 

 

New York, New York

 

10010

(Address of Principal Executive Offices)

 

(Zip Code)

 

2017 Equity Incentive Plan

(Full title of the plan)

 

Linda F. Kozlowksi
President and Chief Executive Officer
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

 

 

 

 

 

 

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
Registered

 

Amount
to be
Registered(1)

 

Proposed
Maximum
Offering Price
Per Share

 

Proposed
Maximum Aggregate
Offering Price

 

Amount of
Registration Fee

 

Class A Common Stock, $0.0001 par value per share

 

9,715,581 shares

(2)

$

0.98

(3)

$

9,521,270

(3)

$

1,154

 

 

 (1)

In accordance with Rule 416 under the Securities Act of 1933, as amended, this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

 (2)

Represents 9,715,581 additional shares of the Registrant’s Class A Common Stock available for issuance under the Registrant’s 2017 Equity Incentive Plan 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 of 1933, as amended,  and based upon $0.98, the average of the high and low prices of the Registrant’s Class A Common Stock as reported on the New York Stock Exchange on April 24, 2019.

 

 

 

 

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 following Registration Statements on Form S-8 previously filed by the Registrant with the Securities and Exchange Commission:

 

·                   Registration Statement on Form S-8, File No. 333-219030, filed on June 29, 2017; and

 

·                   Registration Statement on Form S-8, File No. 333-224659, filed on May 3, 2018.

 

 

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 8. Exhibits.

 

Number

 

Description

 

 

 

4.1

 

Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-38134) filed on July 5, 2017)

 

 

 

4.2

 

Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K (File No. 001-38134) filed on July 5, 2017)

 

 

 

5.1

 

Opinion of Wilmer Cutler Pickering Hale and Dorr LLP

 

 

 

23.1

 

Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5.1)

 

 

 

23.2

 

Consent of Ernst & Young LLP

 

 

 

24.1

 

Power of attorney (included on the signature page)

 

 

 

99.1

 

2017 Equity Incentive Plan (incorporated by reference to Exhibit 10.7 to Amendment No. 1 to the Registration Statement on Form S-1 (File No 333-218425) filed on June 19, 2017)

 

 

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 30 th  day of April, 2019.

 

 

 

BLUE APRON HOLDINGS, INC.

 

 

 

 

 

By:

/s/ Linda F. Kozlowski

 

 

Linda F. Kozlowski

 

 

President and Chief Executive Officer

 

 

POWER OF ATTORNEY AND SIGNATURES

 

We, the undersigned officers and directors of Blue Apron Holdings, Inc., hereby severally constitute and appoint Linda F. Kozlowksi, Timothy S. Bensley and Christina Halliday, 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

 

Title

 

Date

/s/ Linda F. Kozlowski

 

President, Chief Executive Officer and Director

 

April 30, 2019

Linda F. Kozlowski

 

(Principal Executive Officer)

 

 

 

 

 

 

 

/s/ Timothy S. Bensley

 

Chief Financial Officer and Treasurer

 

April 30, 2019

Timothy S. Bensley

 

(Principal Financial and Accounting Officer)

 

 

 

 

 

 

 

/s/ Julie M.B. Bradley

 

Director

 

April 30, 2019

Julie M.B. Bradley

 

 

 

 

 

 

 

 

 

/s/ Tracy Britt Cool

 

Director

 

April 30, 2019

Tracy Britt Cool

 

 

 

 

 

 

 

 

 

/s/ Robert P. Goodman

 

Director

 

April 30, 2019

Robert P. Goodman

 

 

 

 

 

 

 

 

 

/s/ Gary R. Hirshberg

 

Director

 

April 30, 2019

Gary R. Hirshberg

 

 

 

 

 

 

 

 

 

/s/ Brian P. Kelley

 

Director

 

April 30, 2019

Brian P. Kelley

 

 

 

 

 

 

 

 

 

/s/ Matthew B. Salzberg

 

Director and Chairman

 

April 30, 2019

Matthew B. Salzberg

 

 

 

 

 

Exhibit 5.1

 

 

April 30, 2019

 

+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 9,715,581 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 Company’s 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,

 

 

 

WILMER CUTLER PICKERING

 

HALE AND DORR LLP

 

 

 

 

 

By:

/s/ David A. Westenberg

 

 

David A. Westenberg, a Partner

 

 

2

Exhibit 23.2

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 25, 2019, 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, 2018, filed with the Securities and Exchange Commission.

 

 

/s/ Ernst & Young LLP

 

 

 

New York, New York

 

April 30, 2019