As filed with the Securities and Exchange Commission on March 18, 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
Warby Parker Inc.
(Exact name of Registrant as specified in its charter)
Delaware | 80-0423634 | |
(State or other jurisdiction of Incorporation or organization) |
(I.R.S. Employer Identification No.) |
233 Spring Street, 6th Floor East
New York, New York 10013
(646) 847-7215
(Address of principal executive offices) (Zip code)
Warby Parker Inc. 2021 Incentive Award Plan
Warby Parker Inc. 2021 Employee Stock Purchase Plan
(Full title of the plans)
Neil Blumenthal, Co-Founder and Co-Chief Executive Officer
Dave Gilboa, Co-Founder and Co-Chief Executive Officer
Warby Parker Inc.
233 Spring Street, 6th Floor East
New York, New York 10013
(646) 847-7215
(Name and address of agent for service) (Telephone number, including area code, of agent for service)
With copies to:
Steven Miller |
Hyung Bak |
Lindsay Buxbaum |
Warby Parker Inc. |
233 Spring Street, 6th Floor East |
New York, New York 10013 |
(646) 847-7215 |
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 x |
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 comply with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ¨
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 5,735,463 shares of Warby Parker Inc.’s (the “Registrant”) Class A common stock, $0.0001 par value per share (“Class A common stock”), to be issued pursuant to the Warby Parker Inc. 2021 Incentive Award Plan (the “2021 Plan”) and an additional 1,147,092 shares of the Registrant’s Class A common stock to be issued pursuant to the Warby Parker Inc. 2021 Employee Stock Purchase Plan (the “2021 ESPP”) and for which a Registration Statement of the Registrant on Form S-8 relating to the same employee benefit plans is effective.
INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENT ON FORM S-8
The contents of the Registration Statement on Form S-8 (File No. 333-259703), filed with the Securities and Exchange Commission, relating to the 2021 Plan and the 2021 ESPP, are incorporated herein by reference.
Item 8. Exhibits
* Filed herewith.
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 March 18, 2022.
WARBY PARKER INC. | ||
By: | /s/ Neil Blumenthal | |
Neil Blumenthal | ||
Co-Chief Executive Officer | ||
By: | /s/ Dave Gilboa | |
Dave Gilboa | ||
Co-Chief Executive Officer |
Each person whose signature appears below hereby constitutes and appoints Neil Blumenthal, Dave Gilboa, and Steven Miller, or each of them singly, with full power to act without the other, such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments, including post-effective amendments to this registration statement, and to file the same, with exhibits and schedules thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary or desirable to be done in connection therewith as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.
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/ Neil Blumenthal |
Co-Chief Executive Officer and Director (Co-Principal Executive Officer) |
March 18, 2022 | ||
Neil Blumenthal | ||||
/s/ Dave Gilboa |
Co-Chief Executive Officer and Director (Co-Principal Executive Officer) |
March 18, 2022 | ||
Dave Gilboa | ||||
/s/ Steven Miller |
Chief Financial Officer | March 18, 2022 | ||
Steven Miller | (Principal Financial Officer and Principal Accounting Officer) | |||
/s/ Andrew Hunt |
Director | March 18, 2022 | ||
Andrew Hunt | ||||
/s/ Jeffrey Raider |
Director | March 18, 2022 | ||
Jeffrey Raider | ||||
/s/ Teresa Briggs | Director | March 18, 2022 | ||
Teresa Briggs | ||||
/s/ Joel Cutler |
Director | March 18, 2022 | ||
Joel Cutler | ||||
/s/ Youngme Moon |
Director | March 18, 2022 | ||
Youngme Moon | ||||
/s/ Gabrielle Sulzberger |
Director | March 18, 2022 | ||
Gabrielle Sulzberger | ||||
/s/ Ronald A. Williams | Director | March 18, 2022 | ||
Ronald A. Williams |
Exhibit 5.1
1271 Avenue of the Americas New York, New York 10020-1401 Tel: +1.212.906.1200 Fax: +1.212.751.4864 www.lw.com
|
Re: Registration Statement on Form S-8
To the addressee set forth above:
We have acted as special counsel to Warby Parker Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing by the Company on the date hereof with the Securities and Exchange Commission (the “Commission”) of a Registration Statement (the “Registration Statement”) on Form S-8 under the Securities Act of 1933, as amended (the “Act”), relating to the issuance of up to an aggregate of 6,882,555 shares of Class A common stock of the Company, $0.0001 par value per share (the “Shares”), which may be issued pursuant to the Warby Parker Inc. 2021 Incentive Award Plan (the “2021 Plan”) and the Warby Parker Inc. 2021 Employee Stock Purchase Plan (the “ESPP”, and together with the 2021 Plan, the “Plans” and each, a “Plan”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related prospectus, other than as expressly stated herein with respect to the issue of the Shares.
As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware (the “DGCL”), and we express no opinion with respect to any other laws.
Subject to the foregoing and the other matters set forth herein, it is our opinion that as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers, and have been issued by the Company for legal consideration of not less than par value in the circumstances contemplated by the applicable Plan assuming in each case that the individual issuances, grants or awards under the applicable Plan are duly authorized by all necessary corporate action and duly issued, granted or awarded and exercised in accordance with the requirements of law and the applicable Plan (and the agreements duly adopted thereunder and in accordance therewith), the issue and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and such Shares will be validly issued, fully paid and non-assessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL.
March 18, 2022 Page 2 |
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 Act. We consent to your filing this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
Sincerely, | |
/s/ Latham & Watkins LLP |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2021 Incentive Award Plan and the 2021 Employee Stock Purchase Plan of Warby Parker Inc. of our report dated March 18, 2022, with respect to the consolidated financial statements of Warby Parker Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2021, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
New York, New York
March 18, 2022
Exhibit 107.1
Calculation of Filing Fee Tables
Form S-8
(Form Type)
Warby Parker Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1—Newly Registered Securities
Security Type | Security Class Title | Fee Calculation Rule | Amount to be Registered (1) | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | ||||||||||||
Equity | Class A common stock, $0.0001 par value per share | Rule 457(c) and Rule 457(h) | 6,882,555 | (2) | $23.70 | (3) | $ | 163,116,553.50 | $92.70 per $1,000,000 | $ | 15,120.90 | ||||||||
Total Offering Amounts | $ | 163,116,553.50 | $ | 15,120.90 | |||||||||||||||
Total Fee Offsets (4) | $ | 0 | |||||||||||||||||
Net Fee Due | $ | 15,120.90 |
(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) Consists of an additional 5,735,463 shares of Class A common stock issuable under the Warby Parker Inc. 2021 Incentive Award Plan (the “2021 Plan”) pursuant to the terms of the 2021 Plan and an additional 1,147,092 shares of Class A common stock issuable under the Warby Parker Inc. 2021 Employee Stock Purchase Plan (the “2021 ESPP”) pursuant to the terms of the 2021 ESPP.
(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 the average of the high and low prices of Warby Parker Inc.’s (the “Registrant”) Class A common stock as reported on The New York Stock Exchange on March 15, 2022.
(4) The Registrant does not have any fee offsets.