As filed with the Securities and Exchange Commission on May 28, 2021
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 10th 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 10th 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
Kathleen M. Wells
John Williams
Latham & Watkins LLP
140 Scott Drive
Menlo Park, CA 94025
Telephone: (650) 328-4600
_____________________________
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 x Accelerated filer ¨
Non-accelerated filer ¨ Smaller reporting company ¨
Emerging growth company ¨
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. ¨


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
1,024,819 
(2)
$ 29.05 
(3)
$ 29,770,991.95  $ 3,248.02 
Common Stock, $0.01 par value
512,409
(4)
$ 29.05 
(3)
$ 14,885,481.45  $ 1,624.01 
Total:
1,537,228 $ 44,656,473.40  $ 4,872.03 
(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, as amended (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 automatic annual increase as of January 1, 2021.
(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 May 25, 2021.
(4) Represents the additional shares of common stock available for future issuance under the ESPP resulting from an automatic annual increase as of January 1, 2021.
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
The Registrant is filing this Registration Statement for the purpose of registering:
•an additional 1,024,819 shares of common stock to be issued pursuant to the 2016 Plan (resulting from an automatic annual increase as of January 1, 2021 pursuant to the “evergreen” provision of the 2016 Plan); and
•an additional 512,409 shares of common stock to be issued pursuant to the ESPP (resulting from an automatic annual increase as of January 1, 2021 pursuant to the “evergreen” provision of the ESPP).
These shares being registered pursuant to this Registration Statement are the same class as other securities for which earlier registration statements relating to the 2016 Plan and the ESPP were filed with the Securities and Exchange Commission (the “SEC”) (collectively, the “Prior Registration Statements”) on:
•September 27, 2016 (File No. 333-213818);
•March 15, 2017 (File No. 333-216718);
•March 1, 2018 (File No. 333-223383);
•March 1, 2019 (File No. 333-230027); and
•June 3, 2020 (File No. 333-238909).
In accordance with General Instruction E of Form S-8, the contents of the Prior Registration Statements are incorporated herein by reference and made part of this Registration Statement, except as amended hereby.
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 March 31, 2021, filed with the SEC on May 28, 2021 (the “2021 Annual Report”);
(b)the Registrant’s Current Report on Form 8-K filed with the SEC on May 4, 2021; and
(c)the description of the Registrant’s common stock contained in Exhibit 4.4 to the 2021 Annual Report, 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
Filed
Herewith 		Incorporated by Reference
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 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)# 8-K 7/2/2020 10.2 001-37873
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 May 28, 2021.
 
e.l.f. Beauty, Inc.
By:
/s/ Tarang Amin
Name: Tarang 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, Mandy Fields, 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 or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his, her, 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 Amin
Chief Executive Officer, Chairman, and Director
(Principal Executive Officer)
May 28, 2021
Tarang Amin
/s/ Mandy Fields
Senior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
May 28, 2021
Mandy Fields
/s/ Lori Keith
Director
May 28, 2021
Lori Keith
/s/ Lauren Cooks Levitan
Director
May 28, 2021
Lauren Cooks Levitan
/s/ Kenny Mitchell
Director
May 28, 2021
Kenny Mitchell
/s/ Richelle Parham
Director
May 28, 2021
Richelle Parham
/s/ Kirk Perry
Director
May 28, 2021
Kirk Perry
/s/ Beth Pritchard
Director
May 28, 2021
Beth Pritchard
/s/ Sabrina Simmons
Director
May 28, 2021
Sabrina Simmons
/s/ Maureen Watson
Director
May 28, 2021
Maureen Watson
/s/ Richard Wolford
Director
May 28, 2021
Richard Wolford


Exhibit 5.1
140 Scott Drive
Menlo Park, California 94025
Tel: +1.650.328.4600 Fax: +1.650.463.2600
www.lw.com
IMAGE2A.JPG
FIRM / AFFILIATE OFFICES
Beijing Moscow
Boston Munich
Brussels New York
Century City Orange County
Chicago Paris
May 28, 2021 Dubai Riyadh
Düsseldorf San Diego
e.l.f. Beauty, Inc.
570 10th Street
Oakland, CA 94607 		Frankfurt San Francisco
Hamburg Seoul
Hong Kong Shanghai
Houston Silicon Valley
London Singapore
Re: Registration Statement on Form S-8; 1,537,228 shares of common stock of e.l.f. Beauty, Inc., par value $0.01 per share
Los Angeles Tokyo
Madrid Washington, D.C.
Milan
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 1,537,228 shares of common stock of the Company, par value $0.01 per share (the “Common Stock”), consisting of 1,024,819 shares of Common Stock (the “2016 Plan Shares”) issuable under the Company’s 2016 Equity Incentive Award Plan, as amended (the “2016 Plan”), and 512,409 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 May 28, 2021 (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

June 3, 2020
Page 2

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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 reports dated May 27, 2021, relating to the financial statements of e.l.f. Beauty, Inc. and the effectiveness of e.l.f. Beauty, Inc.’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of e.l.f. Beauty, Inc. for the fiscal year ended March 31, 2021.

/s/ DELOITTE & TOUCHE LLP

San Francisco, CA
May 28, 2021