As filed with the Securities and Exchange Commission on February 28, 2022
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
VROOM, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 901112566 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
1375 Broadway, Floor 11
New York, New York 10018
Telephone: (631) 760-1215
(Address of Principal Executive Offices) (Zip Code)
Vroom, Inc. 2020 Incentive Award Plan
(Full Title of the Plan)
Paul J. Hennessy
Chief Executive Officer
Vroom, Inc.
1375 Broadway, Floor 11
New York, New York 10018
(Name and Address of Agent for Service)
(631) 760-1215
(Telephone Number, including Area Code, of Agent for Service)
Copies to:
Marc D. Jaffe, Esq. Ian D. Schuman, Esq. Courtenay Myers Lima, Esq. Latham & Watkins LLP 1271 Avenue of the Americas New York, New York 10020 Telephone: (212) 906-1200 Fax: (212) 751-4864 | Patricia Moran, Esq. Chief Legal Officer Vroom, Inc. 1375 Broadway, Floor 11 New York, New York 10018 Telephone: (631) 760-1215 |
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 | ☐ | |||
| 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 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 for the purpose of registering an additional 5,483,716 shares of the common stock of Vroom, Inc. (the “Registrant”) to be issued pursuant to the Vroom, Inc. 2020 Incentive Award Plan (the “2020 EIP”). A Registration Statement of the Registrant on Form S-8 relating to the 2020 EIP is effective.
INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENTS ON FORM S-8
Except as set forth below, the contents of the Registration Statement on Form S-8 (File No. 333-239093), including any amendments thereto, filed with the Securities and Exchange Commission, relating to the Plans, are incorporated by reference herein.
| Item 8. | Exhibits. |
| + | Filed herewith |
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 New York, New York, on this 28th day of February, 2022.
| VROOM, INC. | ||
| By: | /s/ Paul J. Hennessy | |
| Paul J. Hennessy | ||
| Chief Executive Officer | ||
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Paul J. Hennessy and Robert R. Krakowiak , or either of them, 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 file and sign any and all amendments, including post-effective amendments, to this registration statement, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, 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 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 their substitute or substitutes may lawfully do or cause to be done by virtue hereof. This power of attorney shall be governed by and construed with the laws of the State of Delaware and applicable federal securities laws.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| SIGNATURE | TITLE | DATE | ||
/s/ Paul J. Hennessy | Chief Executive Officer and Director | February 28, 2022 | ||
| Paul J. Hennessy | (principal executive officer) | |||
/s/ Robert R. Krakowiak | Chief Financial Officer | February 28, 2022 | ||
| Robert R. Krakowiak | (principal accounting officer and principal financial officer) | |||
/s/ Robert J. Mylod, Jr. | Chairperson of the Board | February 28, 2022 | ||
| Robert J. Mylod, Jr. | ||||
/s/ Scott A. Dahnke | Director | February 28, 2022 | ||
| Scott A. Dahnke | ||||
/s/ Michael J. Farello | Director | February 28, 2022 | ||
| Michael J. Farello | ||||
/s/ Laura W. Lang | Director | February 28, 2022 | ||
| Laura W. Lang | ||||
/s/ Laura G. O’Shaughnessy | Director | February 28, 2022 | ||
| Laura G. O’Shaughnessy | ||||
/s/ Paula B. Pretlow | Director | February 28, 2022 | ||
| Paula B. Pretlow | ||||
/s/ Frederick O. Terrell | Director | February 28, 2022 | ||
| Frederick O. Terrell | ||||
