As filed with the Securities and Exchange Commission
on February 25, 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
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.) |
| 28 Liberty Street |
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| New York, New York |
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10005 |
| (Address of Principal Executive Offices) |
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(Zip Code) |
2017 Equity Incentive Plan
(Full title of the plan)
Linda Findley Kozlowski
President and Chief Executive Officer
Blue Apron Holdings, Inc.
28 Liberty Street
New York, New York 10005
(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 ¨ |
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Accelerated filer x |
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Non-accelerated filer ¨ |
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Smaller reporting company x |
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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. ¨
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:
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
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 25th day of February, 2022.
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BLUE APRON HOLDINGS, INC. |
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By: |
/s/ Linda Findley Kozlowski |
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Linda Findley Kozlowski |
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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 Findley
Kozlowski, Randy Greben and Meredith L. Deutsch, 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 |
Date |
| /s/ Linda Findley Kozlowski |
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President, Chief Executive Officer and Director |
February 25, 2022 |
| Linda Findley Kozlowski |
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(Principal Executive Officer) |
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| /s/ Randy Greben |
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Chief Financial Officer and Treasurer |
February 25, 2022 |
| Randy Greben |
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(Principal Financial and Accounting Officer) |
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| /s/ Jennifer Carr-Smith |
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Director |
February 25, 2022 |
| Jennifer Carr-Smith |
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| /s/ Peter Faricy |
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Director |
February 25, 2022 |
| Peter Faricy |
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| /s/ Brenda Freeman |
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Director |
February 25, 2022 |
| Brenda Freeman |
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| /s/ Elizabeth Huebner |
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Director |
February 25, 2022 |
| Elizabeth Huebner |
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Exhibit 5.1
| February 25, 2022 |
+1 617 526 6000 (t)
+1 617 526 5000 (f)
wilmerhale.com
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Blue Apron Holdings, Inc.
28 Liberty Street
New York, NY 10005
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 1,584,720 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.
February 25, 2022
Page 2 |
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Very truly yours,
WILMER CUTLER PICKERING
HALE AND DORR LLP
| By: |
/s/ David A. Westenberg |
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David A. Westenberg, a Partner |
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