UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S‑8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CarParts.com, Inc.
(Exact name of registrant as specified in its charter)
Delaware
|
| 68-0623433
|
| (State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
2050 W. 190th Street, Suite 400
Torrance, CA 90504
(Address, including zip code,
of registrant's principal executive offices)
CarParts.com, Inc. 2016 Equity Incentive Plan
(Full title of the plan)
Alfredo Gomez
General Counsel
CarParts.com, Inc.
2050 W. 190th Street, Suite 400
Torrance, California 90504
(424) 702-1455
(Name, address and telephone number,
including area code, of agent for service of process)
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 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 | ☒ | Smaller reporting company
| ☐ |
| Accelerated filer | ☐ | Emerging growth company
| ☐ |
Non-accelerated filer
| ☐ | | |
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)(2) | | Proposed maximum
offering price per share(3) | | Proposed
maximum aggregate offering price(3) | | Amount of registration fee | |
Common Stock, par value $0.001 per share | | | | | | | | | | | | | | | | |
| (1) | Pursuant to Rule 416(a), this Registration Statement covers, in addition to the number of shares of CarParts.com, Inc., a Delaware corporation (the “Company” or the “Registrant”), common stock, par value $0.001 per share (the “Common Stock”), stated above, options and other rights to purchase or acquire the shares of Common Stock covered by this Registration Statement and, pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), any shares of Common Stock that become issuable under the CarParts.com, Inc. 2016 Equity Incentive Plan (the “Plan”) by reason of any stock dividend, stock split, recapitalization or other similar transaction that results in an increase in the number of the Registrant’s outstanding shares of Common Stock. |
| (2) | Represents shares of Common Stock that were automatically added to the shares authorized for issuance under the Plan on January 1, 2022 pursuant to an “evergreen” provision contained in the Plan. Pursuant to such provision, on January 1 of each calendar year commencing in 2017 and ending on (and including) January 1, 2026, the number of shares authorized for issuance under the Plan is automatically increased by 1,500,000 shares; provided, that the Board of Directors of the Registrant may act prior to January 1st of a given year to provide that there will be no January 1st 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. |
| (3) | Pursuant to Securities Act Rule 457(h), the maximum offering price, per share and in the aggregate, and the registration fee were calculated based upon the average of the high and low prices of the Common Stock on January 18, 2022, as quoted on the Nasdaq Global Select Market. |
This Registration Statement on Form S-8 is being filed by CarParts.com, Inc. (the “Company”) for the purpose of increasing the number of securities of the same class as other securities for which a Registration Statement on Form S-8 relating to the same benefit plan is effective. This Registration Statement on Form S-8 registers the offer and sale of an additional 1,500,000 shares of Common Stock for issuance under the Plan. The Registrant previously registered shares of Common Stock for issuance under the Plan on June 27, 2016 (Commission File No. 333-212256), March 14, 2017 (Commission File No. 333-216671), August 9, 2018 (Commission File No. 333-226736), July 21, 2020 (Commission File No. 333-239993), and March 18, 2021 (Commission 333-254457) (collectively, the “Prior Registration Statements”). This Registration Statement relates to securities of the same class as that to which the Prior Registration Statements relate and is filed in accordance with General Instruction E to Form S-8. Accordingly, pursuant to General Instruction E, the Company hereby incorporates by reference herein the contents of the Prior Registration Statements and hereby deems such contents to be a part hereof, except as otherwise updated or modified by this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. | Incorporation of Documents by Reference. |
The following documents of CarParts.com, Inc. (the "Company") filed with the Securities and Exchange Commission (the "Commission") are incorporated herein by reference:
| | (a) | the Company's Annual Report on Form 10‑K for the fiscal year ended January 2, 2021; |
| | (b) | the Company’s definitive proxy statement on Schedule 14A filed on April 27, 2021; |
| | (d) | the Company's Current Report on Form 8-K filed with the SEC on April 6, 2021 (with respect to Item 5.02 only), May 20, 2021, August 3, 2021, August 5, 2021 (other than with respect to Item 2.02), November 22, 2021, and December 21, 2021; |
| | (e) | the description of the Company's Common Stock, par value $0.001 per share, as contained in the Registration Statement on Form 8‑A filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as updated by the description of our common stock contained in Exhibit 4.2 to our Annual Report on Form 10-K for the fiscal year ended January 2, 2021, including any amendment or report filed under the Exchange Act for the purpose of updating such description. |
All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), 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 of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with Commission rules 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 to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.
| Item 5. | Interests of Named Experts and Counsel. |
The validity of the issuance of Common Stock registered hereby is passed on for the Company by Alfredo Gomez. Mr. Gomez is General Counsel of the Company and is compensated by the Company as an employee. Mr. Gomez owns 516,272 shares of Common Stock, 265,148 restricted stock units that are payable in an equivalent number of shares of Common Stock (with performance-based restricted stock unit awards included at the target level of performance), and Company stock options to acquire up to an additional 233,216 shares of Common Stock. Mr. Gomez is eligible to receive stock awards by the Company under the Plan.
Exhibit
No. | | Description of Exhibit |
| | | |
| 4.1 | | |
| | | |
| 4.2 | | |
| | | |
| 4.3 | | |
| | | |
| 4.4 | | |
| | | |
| 4.5 | | |
| | | |
| 4.6 | | |
| | | |
| 5.1 | | |
| | | |
| 23.1 | | |
| | | |
| 23.2 | | |
| | | |
| 24.1 | | |
| | | |
| 99.1 | | |
| | | |
| 99.2 | | |
| | | |
| 99.3 | | |
| | | |
| 99.4 | | |
| | | |
| 99.5 | | |
| | | |
| 99.6 | | |
| | | |
| 99.7 | | |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Torrance, State of California, on January 19, 2022.
| | CARPARTS.COM, INC. |
| | |
| | By: | /s/ Lev Peker | |
| | | Name: Lev Peker |
| | | Title: Chief Executive Officer |
Each person whose signature appears below constitutes and appoints Alfredo Gomez, Lev Peker and David Meniane, and each of them, acting individually and without the other, as his or her true and lawful attorneys-in-fact and agents, 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, exhibits thereto and other documents in connection therewith) to this Registration Statement, 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 either of them individually, or their or his 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 below by the following persons in the capacities and on the dates indicated.
| Signature | | Title | | Date |
| | | | | |
| /s/ Lev Peker | | Chief Executive Officer and Director | | January 19, 2022 |
| Lev Peker | | (Principal Executive Officer) | | |
| | | | | |
| /s/ David Meniane | | Chief Financial Officer and Chief Operating Officer | | January 19, 2022 |
| David Meniane | | (Principal Financial and Accounting Officer) | | |
| | | | | |
| /s/ Warren B. Phelps III | | Chairman of the Board | | January 19, 2022 |
Warren B. Phelps III
| | | | |
| | | | | |
| /s/ Jim Barnes | | Director | | January 19, 2022 |
| Jim Barnes | | | | |
| /s/ Lisa Costa | | Director | | January 19, 2022 |
| Lisa Costa | | | | |
| | | | | |
| /s/ Jay K. Greyson | | Director | | January 19, 2022 |
| Jay K. Greyson | | | | |
| | | | | |
| /s/ Nanxi Liu | | Director | | January 19, 2022 |
| Nanxi Liu | | | | |
| | | | | |
| /s/ Ana Dutra | | Director | | January 19, 2022 |
| Ana Dutra | | | | |
| | | | | |
| /s/ Henry Maier | | Director | | January 19, 2022 |
| Henry Maier | | | | |
