Registration No. 333-
As filed with the Securities and Exchange Commission on March 25, 2022
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
Owlet, Inc.
(Exact name of Registrant as specified in its charter)
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Delaware
(State or other jurisdiction of incorporation or organization) | 85-1615012
(I.R.S. Employer Identification Number) |
2500 Executive Parkway, Ste. 500 Lehi, Utah 84043
(Address of Registrant’s principal executive offices) |
Owlet, Inc. 2021 Incentive Award Plan
Owlet, Inc. 2021 Employee Stock Purchase Plan
(Full title of the plans)
Kurt Workman
Chief Executive Officer
2500 Executive Parkway, Ste. 500
Lehi, Utah 84043
(844) 334-5330
(Name, address and telephone number of agent for service)
With copies to:
Benjamin Potter
Drew Capurro
Ellen Smiley
Latham & Watkins LLP
140 Scott Drive
Menlo Park, California 94025
(650) 328-4600
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):
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| Large accelerated filer | ☐ | 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. ☐
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed with the Securities and Exchange Commission (the “Commission”) for the purpose of registering an additional 6,779,794 shares of common stock of Owlet, Inc. (the “Registrant”) issuable under the following employee benefit plans for which a registration statement of the Registrant on Form S-8 (File No. 333-259663) is effective: (i) the Owlet, Inc. 2021 Incentive Award Plan which, as a result of the operation of an automatic annual increase provision therein, added 5,649,828 shares of common stock, and (ii) the Owlet, Inc. 2021 Employee Stock Purchase Plan which, as a result of the operation of an automatic annual increase provision therein, added 1,129,966 shares of common stock.
INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENTS ON FORM S-8
Pursuant to General Instruction E of Form S-8, the contents of the Registration Statement on Form S-8 filed with the Commission on September 20, 2021 (File No. 333-259663) is incorporated by reference herein; except for Item 8 which is being updated by this Registration Statement.
Item 8. Exhibits.
The following documents are filed as exhibits to this Registration Statement:
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| Exhibit No. | Description of Document |
| 5.1* | |
23.1* | |
23.3* | Consent of Latham & Watkins LLP (included in Exhibit 5.1). |
24.1* | Powers of Attorney (included on the signature page of the Registration Statement). |
| 99.1# | |
| 99.2# | |
| 107* | |
* Filed herewith # Indicates management contract or compensatory plan. | |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended (the “Securities Act”), 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 Lehi, Utah on this 25th day of March, 2022.
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| | OWLET, INC. |
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| | By: | /s/ Kurt Workman |
| | Name: | Kurt Workman |
| | Title: | Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kurt Workman and Kate Scolnick his or her true and lawful attorneys-in-fact and agents, each of whom may act alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to sign any related registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act, and all post-effective amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the 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 to be done in and about the premises, as fully to 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 any of them, 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, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
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| Name | | Title | | Date |
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| /s/ Kurt Workman | | Chief Executive Officer and Director | | March 25, 2022 |
| Kurt Workman | | (Principal Executive Officer) | | |
| | | | |
| /s/ Lior Susan | | Chairman of the Board | | March 25, 2022 |
| Lior Susan | | | | |
| | | | |
| /s/ Michael Abbott | | President and Director | | March 25, 2022 |
| Michael Abbott | | | | |
| | | | |
| /s/ Kate Scolnick | | Chief Financial Officer | | March 25, 2022 |
| Kate Scolnick | | (Principal Financial Officer) | | |
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| /s/ Nathaniel Yoo | | Senior Vice-President and Chief Accounting Officer | | March 25, 2022 |
| Nathaniel Yoo | | (Principal Accounting Officer) | | |
| | | | |
| /s/ Zane Burke | | Director | | March 25, 2022 |
| Zane Burke | | | | |
| | | | |
| /s/ Laura J. Durr | | Director | | March 25, 2022 |
| Laura J. Durr | | | | |
| | | | |
| /s/ John Kim | | Director | | March 25, 2022 |
| John Kim | | | | |
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| /s/ Amy McCullough | | Director | | March 25, 2022 |
| Amy McCullough | | | | |
| | | | |
| /s/ Ken Suslow | | Director | | March 25, 2022 |
| Ken Suslow | | | | |
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Exhibit 107
Calculation of Filing Fee Tables
Form S-8
(Form Type)
Owlet, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
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| Security Type | Security Class Title | Fee Calculation Rule | Amount Registered (1) | Proposed Maximum Offering Price Per Share (2) | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee |
| Fees to Be Paid | Equity | Common Stock, par value $0.0001 per share | 457(c) and 457(h) | 6,779,794 (3) | $3.245 | $22,000,431.50 | 0.0000927 | $2,039.44 |
| Fees Previously Paid | | | | | | | | |
| Total Offering Amounts | | $22,000,431.50 | | $2,039.44 |
| Total Fees Previously Paid | | | | – |
| Total Fee Offsets | | | | – |
| Net Fee Due | | | | $2,039.44 |
(1)Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Common Stock, par value $0.0001 per share (“Common Stock”), of Owlet, Inc. (the “Registrant”) that become issuable under the Registrant’s 2021 Incentive Award Plan (the “Incentive Plan”) and the Registrant’s 2021 Employee Stock Purchase Plan (the “ESPP”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of Common Stock.
(2)Estimated in accordance with Rule 457(c) and 457(h) solely for the purpose of calculating the registration fee. The maximum price per share and the maximum aggregate offering price are based upon the average of the high and low prices of the Registrant’s Common Stock as reported on the New York Stock Exchange on March 18, 2022, which date is within five business days prior to the filing of this Registration Statement.
(3) Represents the following shares of Common Stock available for future issuance: (i) 5,649,828 shares of Common Stock that became available for issuance on January 1, 2022 under the Incentive Plan, by operation of an automatic annual increase provision therein; and (ii) 1,129,966 shares of Common Stock that became available for issuance on January 1, 2022 under the ESPP, by operation of an automatic annual increase provision therein.
March 25, 2022
Owlet, Inc.
2500 Executive Parkway, Suite 500
Lehi, UT 84043
Re: Owlet, Inc. – Registration Statement on Form S-8
To the addressee set forth above:
We have acted as special counsel to Owlet, 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 6,779,794 shares (the “Shares”) of common stock, par value $0.0001 per share, of the Company, which may be issued pursuant to the Owlet, Inc. 2021 Incentive Award Plan (the “2021 Incentive Plan”) and the Owlet, Inc. 2021 Employee Stock Purchase Plan (the “ESPP” and, together with the 2021 Incentive Plan, the “Plans”). 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 prospectus forming a part thereof, other than as expressly stated herein with respect to the issuance 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 in excess of 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 of the Company 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 issue 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.
Sincerely,
/s/ Latham & Watkins LLP
