e.l.f. Beauty, Inc. (Form: S-8, Received: 03/15/2017 17:08:13)

Large accelerated filer

Accelerated filer

Non-accelerated filer

☒ (Do not check if a smaller reporting company)

Smaller reporting company

As filed with the Securities and Exchange Commission on March 15, 2017

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

e.l.f. Beauty, Inc.

(Exact name of Registrant as specified in its charter)


Delaware	2844	46-4464131
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

570 10 ^th Street

Oakland, CA 94607

(510) 778-7787

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

2016 Equity Incentive Award Plan

2016 Employee Stock Purchase Plan

(Full Title of the Plan)

Tarang P. Amin

Chairman and Chief Executive Officer

e.l.f. Beauty, Inc.

570 10 ^th Street

Oakland, CA 94607

(510) 778-7787

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

Copies to:

Tad J. Freese, Esq.

Kathleen M. Wells, Esq.

Latham & Watkins LLP

140 Scott Drive

Menlo Park, CA 94025

Telephone: (650) 328-4600

Facsimile: (650) 463-2600

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

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
Common Stock, $0.01 par value	1,811,045 (2)	$27.50 (3)	$49,803,737.50	$5,772.25
Common Stock, $0.01 par value	452,761 (4)	$27.50 (3)	$12,450,927.50	$1,443.06
Total:	2,263,806		$62,254,665.00	$7,215.32

(1)

Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover any additional shares of the common stock of e.l.f. Beauty, Inc. (the “Registrant”) that become issuable under the 2016 Equity Incentive Award Plan (the “2016 Plan”) and the 2016 Employee Stock Purchase Plan (the “ESPP”) by reason of any stock dividend, stock split, recapitalization or similar transaction effected without the Registrant’s receipt of consideration which would increase the number of outstanding shares of common stock.

(2)	Represents the additional shares of common stock available for future issuance under the 2016 Plan resulting from an annual increase as of January 1, 2017.

(3)

This estimate is made pursuant to Rule 457(c) and Rule 457(h) of the Securities Act solely for purposes of calculating the registration fee. The Proposed Maximum Offering Price Per Share for shares available for future grant is the average of the high and low prices for the Registrant’s common stock as reported on The New York Stock Exchange on March 13, 2017, which is $27.50.

(4)	Represents the additional shares of common stock available for future issuance under the ESPP resulting from an annual increase as of January 1, 2017.

Proposed sale to take place as soon after the effective date of the

registration statement as awards under the plans are granted, exercised and/or vest.

EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 2,263,806 shares of the Registrant’s common stock issuable under the following employee benefit plans for which a Registration Statement on Form S-8 (File No. 333-213818) is effective: (i) the 2016 Equity Incentive Award Plan, pursuant to the automatic annual increase provision therein, which added 1,811,045 shares of common stock, and (ii) the 2016 Employee Stock Purchase Plan, pursuant to the automatic annual increase provision therein, which added 452,761 shares of common stock.

INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENT ON

FORM S-8

Pursuant to Instruction E of Form S-8, the contents of the Registration Statement on Form S-8 filed with the Securities and Exchange Commission on September 27, 2016 (File No. 333-213818) are incorporated by reference herein.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Oakland, State of California, on this 15th day of March, 2017.


e.l.f. Beauty, Inc.

By:		/s/ Tarang P. Amin
Name:		Tarang P. Amin
Title:		Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Tarang P. Amin, John P. Bailey and Scott K. Milsten, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents, each with full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Registration Statement, including post-effective amendments or any abbreviated registration statement and any amendments thereto filed pursuant to Rule 462(b) increasing the number of securities for which registration is sought, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, with full power of each to act alone, 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 attorneys-in-fact and agents, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement or amendment thereto has been signed by the following persons in the capacities indicated on the 15th day of March, 2017.


Signature		Title

/s/ Tarang P. Amin Tarang P. Amin		Chief Executive Officer, Chairman and Director (Principal Executive Officer)

/s/ John P. Bailey John P. Bailey		President and Chief Financial Officer (Principal Financial and Accounting Officer)

/s/ Lauren Cooks Levitan Lauren Cooks Levitan		Director

/s/ William E. McGlashan, Jr. William E. McGlashan, Jr.		Director

/s/ Kirk L. Perry Kirk L. Perry		Director

/s/ Sabrina L. Simmons Sabrina L. Simmons		Director


/s/ Maureen C. Watson Maureen C. Watson		Director

/s/ Richard G. Wolford Richard G. Wolford		Director

EXHIBIT INDEX

Incorporated by Reference

Exhibit

Number

Exhibit Description

Form

Date

Exhibit

Number

File Number

Filed
Herewith

4.1

Amended and Restated Certificate of Incorporation.

8-K

9/27/2016

3.1

001-37873

4.2

Amended and Restated Bylaws.

8-K

9/27/2016

3.2

001-37873

4.3

Registration Rights Agreement, dated as of January 31, 2014, by and among the Registrant and certain stockholders party thereto.

S-1

8/26/2016

4.2

333-213333

4.4

Second Amended and Restated Stockholders Agreement, dated as of March 3, by and among the Registrant and certain equityholders party thereto.

8-K

3/3/2017

10.1

001-37873

4.5

Form of Common Stock Certificate.

S-1/A

9/12/2016

4.4

333-213333

5.1

Opinion of Latham & Watkins LLP.

23.1

Consent of Independent Registered Public Accounting Firm.

23.2

Consent of Latham & Watkins LLP (included in Exhibit 5.1).

24.1

Power of Attorney. Reference is made to the signature page to the Registration Statement.

99.1(a)#

2016 Equity Incentive Plan of the Registrant.

S-1/A

9/12/2016

10.16

333-213333

99.1(b)#

Form of Stock Option Grant under the 2016 Equity Incentive Plan of the Registrant.

S-1/A

9/12/2016

10.17

333-213333

99.1(c)#

Form of Restricted Stock Unit under the 2016 Equity Incentive Plan of the Registrant.

S-1/A

9/12/2016

10.27

333-213333

99.1(d)#

Form of Restricted Stock Award Grant Notice under the 2016 Equity Incentive Plan of the Registrant (Executives).

10-K

3/15/2017

10.12(d)

001-37873

99.1(e)#

Form of Restricted Stock Award Grant Notice under the 2016 Equity Incentive Plan of the Registrant (Chief Executive Officer).

10-K

3/15/2017

10.12(e)

001-37873

99.2#

2016 Employee Stock Purchase Plan of the Registrant.

S-1/A

9/12/2016

10.18

333-213333

#	Indicates management contract or compensatory plan.

Exhibit 5.1


	140 Scott Drive Menlo Park, California 94025 Tel: +1.650.328.4600 Fax: +1.650.463.2600 www.lw.com FIRM / AFFILIATE OFFICES




March 15, 2017
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	Milan

e.l.f. Beauty, Inc.

570 10 ^th Street

Oakland, CA 94607

Re:

Registration Statement on Form S-8; 2,263,806 shares of common stock of e.l.f. Beauty, Inc., par value $0.01 per share

Ladies and Gentlemen:

We have acted as special counsel to e.l.f. Beauty, Inc., a Delaware corporation (the “ Company ”), in connection with the registration by the Company of an aggregate of 2,263,806 shares of common stock of the Company, par value $0.01 per share (the “ Common Stock ”), consisting of 1,811,045 shares of Common Stock (the “ 2016 Plan Shares ”) issuable under the Company’s 2016 Equity Incentive Award Plan (the “ 2016 Plan ”) and 452,761 shares of Common Stock (together with the 2016 Plan Shares, the “ Shares ”) issuable under the Company’s 2016 Employee Stock Purchase Plan (together with the 2016 Plan, the “ Plans ”). The Shares are included in a registration statement on Form S-8 under the Securities Act of 1933, as amended (the “ Act ”), filed with the Securities and Exchange Commission (the “ Commission ”) on March 15, 2017 (the “ Registration Statement ”). 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 the related prospectuses, 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.

March 15, 2017

Page 2

LOGO

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 against payment therefor (not less than par value) in the circumstances contemplated by the Plans, assuming in each case that the individual issuances, grants or awards under the Plans 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 Plans (and the agreements and awards duly adopted thereunder and in accordance therewith), the issuance and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable. 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.

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.

Very truly yours,

/s/ Latham & Watkins LLP

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 15, 2017, relating to the consolidated financial statements of e.l.f. Beauty, Inc. and its subsidiaries appearing in the Annual Report on Form 10-K of e.l.f. Beauty, Inc. for the year ended December 31, 2016.

/s/ DELOITTE & TOUCHE LLP

San Francisco, CA

March 15, 2017