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Delaware
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68-0623433
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(State or other jurisdiction
of incorporation or organization)
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(IRS Employer Identification No.)
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16941 Keegan Avenue, Carson, California
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90746
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(Address of principal executive offices)
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(Zip code)
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Aaron Coleman
Chief Executive Officer
U.S. Auto Parts Network, Inc.
16941 Keegan Avenue
Carson, California 90746
(Name and Address of agent for service)
(310) 735-0085
(Telephone number, including area code, of agent for service)
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With a copy to:
Matthew T. Browne, Esq.
Nathan J. Nouskajian, Esq.
Cooley LLP
4401 Eastgate Mall
San Diego, California 92121
(858) 550-6000
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Large accelerated filer
¨
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Accelerated filer
ý
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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Emerging growth company
¨
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Title of securities
to be registered
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Amount to
be registered(1)
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Proposed maximum
offering price per share(2)
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Proposed maximum
aggregate offering price(2)
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Amount of
registration fee
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Common stock, $0.001 par value, issuable pursuant to the U.S. Auto Parts Network, Inc. 2016 Equity Incentive Plan
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1,500,000 shares (3)
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$1.37
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$2,055,000
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$256
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(1)
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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 Registrant’s common stock (the “
Common Stock
”) that become issuable under the U.S. Auto Parts Network, Inc. 2016 Equity Incentive Plan (the “
2016 Plan
”) by reason of any stock dividend, stock split, recapitalization or other similar transaction.
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(2)
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This estimate is made pursuant to Rule 457(c) and Rule 457(h)(1) of the Securities Act solely for purposes of calculating the registration fee. The price per share and aggregate offering price are based upon the average of the high and low prices of the Common Stock on August 7, 2018, as reported on the Nasdaq Stock Market.
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(3)
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Represents shares of Common Stock that were automatically added to the shares authorized for issuance under the 2016 Plan on January 1, 2018 pursuant to an “evergreen” provision contained in the 2016 Plan. Pursuant to such provision, on the first day of each fiscal year commencing in 2017 and ending on (and including) January 1, 2026, the number of shares authorized for issuance under the 2016 Plan is automatically increased by 1,500,000; provided, that the Board of Directors of the Registrant may act prior to January 1
st
of a given year to provide that there will be no January 1
st
increase for such year or that the increase for such year will be a lesser number of shares of Common Stock than would otherwise occur.
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Exhibit No.
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Description
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Where Located
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4.1
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Incorporated by reference to Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on April 2, 2007
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4.2
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Incorporated by reference to Exhibit 3.2 to the Registrant’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on April 2, 2007
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4.3
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Incorporated by reference to Exhibit 3.4 to the Registrant’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 11, 2016
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4.4
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Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 25, 2013
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4.5
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Incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-138379), initially filed with the Securities and Exchange Commission on November 2, 2006, as amended
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5.1
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Filed herewith
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23.1
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Filed herewith
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23.2
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Filed herewith
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24.1
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Filed herewith
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99.1
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Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 2, 2016
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U.S. AUTO PARTS NETWORK, INC.
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By:
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/s/ Aaron Coleman
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Aaron Coleman
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Chief Executive Officer
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Signature
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Title
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Date
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/s/ Aaron Coleman
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Chief Executive Officer and Director
(principal executive officer)
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August 9, 2018
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Aaron Coleman
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/s/ Neil Watanabe
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Chief Financial Officer
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August 9, 2018
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Neil Watanabe
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(principal financial and accounting officer)
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/s/ Warren B. Phelps III
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Chairman of the Board
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August 9, 2018
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Warren B. Phelps III
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/s/ Joshua L. Berman
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Director
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August 9, 2018
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Joshua L. Berman
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/s/ Jay K. Greyson
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Director
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August 9, 2018
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Jay K. Greyson
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/s/ Sol Khazani
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Director
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August 9, 2018
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Sol Khazani
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/s/ Mehran Nia
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Director
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August 9, 2018
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Mehran Nia
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/s/ Barbara Palmer
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Director
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August 9, 2018
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Barbara Palmer
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/s/ Bradley E. Wilson
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Director
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August 9, 2018
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Bradley E. Wilson
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