As filed with the Securities and Exchange Commission on March 1, 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
 
_____________________________
 
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, 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
 
x
 
 
 
 
Non-accelerated filer
 
¨
 
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 complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
 
x




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
 
1,948,611

(2)  
 
$
7.35

(3)  
 
$
14,322,290.85

 
$
1,735.87

Common Stock, $0.01 par value
 
487,152

(4)  
 
$
7.35

(3)  
 
$
3,580,567.20

 
$
433.97

Total:
 
2,435,763

 
 
 
 
 
$
17,902,858.05

 
$
2,169.84

 
 
(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, 2019.
(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 February 27, 2019.
(4)
Represents the additional shares of common stock available for future issuance under the ESPP resulting from an annual increase as of January 1, 2019.
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 (this “Registration Statement”) is being filed for the purpose of registering an additional 2,435,763 shares of the Registrant’s common stock issuable under the following employee benefit plans for which Registration Statements on Form S-8 (File No. 333-213818, File No. 333-216718, and File No. 333-223383) are effective: (i) the 2016 Equity Incentive Award Plan, pursuant to the automatic annual increase provision therein, which added 1,948,611 shares of common stock, and (ii) the 2016 Employee Stock Purchase Plan, pursuant to the automatic annual increase provision therein, which added 487,152 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 (the “SEC”) on September 27, 2016 (File No. 333-213818), March 15, 2017 (File No. 333-216718), and March 1, 2018 (FIle No. 333-223383) are incorporated by reference herein.
PART II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference .
The following documents filed by the Registrant with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference:

(a)
the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, filed with the SEC on February 28, 2019;
(b)
the Registrant’s Current Reports on Form 8-K filed with the SEC on January 10, 2019, February 14, 2019, and February 26, 2019 (with respect to Items 2.05 and 5.02 only); and
(c)
the description of the Registrant’s common stock contained in the Registrant’s registration statement on Form 8-A (Registration No. 001-37873), filed by the Registrant with the SEC under Section 12(b) of the Exchange Act, on September 12, 2016, including any amendments or reports filed for the purpose of updating such description.
All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the filing of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing such documents, except as to specific sections of such documents as set forth therein. Unless expressly incorporated into this Registration Statement, a report furnished on Form 8-K prior or subsequent to the filing of this Registration Statement shall not be deemed incorporated by reference into this Registration Statement. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement.






Item 8. Exhibits .
Exhibit
Number
 
 
 
Incorporated by Reference
 
Filed
Herewith
 
Exhibit Description
 
Form
 
Date
 
Exhibit
Number
 
File Number
 
 
 
 
 
 
 
 
 
 
 
 
 
 
4.1
 
 
8-K
 
9/27/2016
 
3.1
 
001-37873
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
4.2
 
 
8-K
 
9/27/2016
 
3.2
 
001-37873
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
4.3
 
 
S-1
 
8/26/2016
 
4.2
 
333-213333
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
4.4
 
 
8-K
 
3/3/2017
 
10.1
 
001-37873
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
4.5
 
 
S-1/A
 
9/12/2016
 
4.4
 
333-213333
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
5.1
 
 
 
 
 
 
 
 
 
 
X
 
 
 
 
 
 
 
 
 
 
 
 
 
23.1
 
 
 
 
 
 
 
 
 
 
X
 
 
 
 
 
 
 
 
 
 
 
 
 
23.2
 
 
 
 
 
 
 
 
 
 
X
 
 
 
 
 
 
 
 
 
 
 
 
 
24.1
 
 
 
 
 
 
 
 
 
 
X
 
 
 
 
 
 
 
 
 
 
 
 
 
99.1(a)#
 
 
S-1/A
 
9/12/2016
 
10.16
 
333-213333
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
99.1(b)#
 
 
S-1/A
 
9/12/2016
 
10.17
 
333-213333
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
99.1(c)#
 
 
S-1/A
 
9/12/2016
 
10.27
 
333-213333
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
99.1(d)#
 
 
10-K
 
3/15/2017
 
10.12(d)
 
001-37873
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
99.1(e)#
 
 
10-K
 
3/15/2017
 
10.12(e)
 
001-37873
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
99.2#
 
 
S-1/A
 
9/12/2016
 
10.18
 
333-213333
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
#
Indicates management contract or compensatory plan.







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 March 1, 2019.
 
e.l.f. Beauty, Inc.
 
 
By:
 
/s/ Tarang P. Amin
Name:
 
Tarang P. Amin
Title:
 
Chairman and 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 and on the dates indicated.
Signature
 
Title
 
Date
/s/ Tarang P. Amin
 
Chief Executive Officer, Chairman and Director
(Principal Executive Officer)
 
February 22, 2019
Tarang P. Amin
 
 
/s/ John P. Bailey
 
President and Chief Financial Officer
(Principal Financial and Accounting Officer)
 
February 26, 2019
John P. Bailey
 
 
/s/ Lauren Cooks Levitan
 
Director
 
February 23, 2019
Lauren Cooks Levitan
 
 
/s/ William E. McGlashan, Jr.
 

Director
 
February 23, 2019
William E. McGlashan, Jr.
 
 
/s/ Richelle P. Parham
 

Director
 
February 22, 2019
Richelle P. Parham
 
 
/s/ Kirk L. Perry
 

Director
 
February 24, 2019
Kirk L. Perry
 
 
/s/ Beth M. Pritchard
 

Director
 
February 23, 2019
Beth M. Pritchard
 
 
/s/ Sabrina L. Simmons
 

Director
 
February 22, 2019
Sabrina L. Simmons
 
 
/s/ Maureen C. Watson
 

Director
 
February 27, 2019
Maureen C. Watson
 
 
/s/ Richard G. Wolford
 

Director
 
February 27, 2019
Richard G. Wolford
 
 




Exhibit 5.1
LATHAMWATKINS.JPG
 
 
 
140 Scott Drive
 
 
 
Menlo Park, California 94025
 
 
 
Tel: +1.650.328.4600 Fax: +1.650.463.2600
 
 
 
www.lw.com
 
 
 
 
Barcelona
Moscow
March 1, 2019
 
 
Beijing
Munich
 
 
Boston
New York
 
 
 
Brussels
Orange County
 
 
 
Century City
Paris
 
 
 
Chicago
Riyadh
 
 
 
Dubai
Rome
 
 
 
Düsseldorf
San Diego
 
 
 
Frankfurt
San Francisco
 
 
 
Hamburg
Seoul
 
 
 
Hong Kong
Shanghai
 
 
 
Houston
Silicon Valley
 
 
 
London
Singapore
 
 
 
Los Angeles
Tokyo
 
 
 
Madrid
Washington, D.C.
 
 
 
Milan
 

e.l.f. Beauty, Inc.
570 10 th Street
Oakland, CA 94607
Re:
Registration Statement on Form S-8; 2,435,763 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 2,435,763 shares of common stock of the Company, par value $0.01 per share (the “ Common Stock ”), consisting of 1,948,611 shares of Common Stock (the “ 2016 Plan Shares ”) issuable under the Company’s 2016 Equity Incentive Award Plan (the “ 2016 Plan ”) and 487,152 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 1, 2019 (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.
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 February 28, 2019, 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, 2018.

/s/ DELOITTE & TOUCHE LLP

San Francisco, CA
March 1, 2019