SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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Beyond Meat, Inc.
(Exact name of registrant as specified in its charter)
______________________
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Delaware
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26-4087597
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(State or other jurisdiction of
Incorporation or organization)
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(I.R.S. Employer
Identification No.)
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119 Standard Street
El Segundo
CA 90245
(Address of Principal Executive Offices including Zip Code)
Beyond Meat, Inc. 2018 Equity Incentive Plan
Beyond Meat, Inc. 2018 Employee Stock Purchase Plan
(Full title of the plans)
Mark J.Nelson
Beyond Meat, Inc.
119 Standard Street
El Segundo, CA 90245
(866) 756-4112
(Name and address and telephone number,
including area code, of agent for service)
Copy to:
Cathy A. Birkeland, Esq.
Alexa M. Berlin, Esq.
Latham & Watkins LLP
330 N. Wabash Avenue, Suite 2800
Chicago, IL 60611
Telephone: (312) 876-7700
Facsimile: (312) 876-9767
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.
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Large accelerated filer☐
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Accelerated filer
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☐
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Non-accelerated filer ý
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Smaller reporting company
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☐
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Emerging growth company
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ý
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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. ý
CALCULATION OF REGISTRATION FEE
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Title of securities
to be registered
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Amount to be registered(1)
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Proposed maximum
offering price
per share
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Proposed maximum aggregate offering price
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Amount of registration fee
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Common stock, $0.0001 par value per share
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To be issued under the Beyond Meat, Inc. 2018 Equity Incentive Plan (the “2018 Plan”)
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2,144,521(2)
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$127.55(3)
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$ 273,533,653.55(3)
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$
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35,504.67
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To be issued under the Beyond Meat, Inc. 2018 Employee Stock Purchase Plan (the “ESPP” and, together with the 2018 Plan, the “Plans”)
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536,130(4)
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$127.55(3)
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$ 68,383,381.50(3)
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$
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8,876.16
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Totals:
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2,680,651
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$ 341,917,035.05
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$
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44,380.83
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(1)
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Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 (the “Registration Statement”) shall also cover any additional shares of common stock (“Common Stock”) of Beyond Meat, Inc. (the “Registrant”) that become issuable under the Plans by reason of any stock dividend, stock split, recapitalization or other similar transaction.
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(2)
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Represents the additional shares of Common Stock available for issuance under the 2018 Plan resulting from an automatic annual increase on January 1, 2020.
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(3)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act and based upon the average of the high and low prices of the Registrant’s Common Stock as reported on the Nasdaq Global Select Market on May 8, 2020 of $127.55.
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(4)
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Represents the additional shares of Common Stock available for issuance under the ESPP resulting from an automatic annual increase on January 1, 2020.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in this Part I will be delivered to the participants in the Plans covered by this Registration Statement as required by Rule 428(b)(1) of the Securities Act. Such documents are not required to be filed with the Securities and Exchange Commission (the “Commission”) as part of this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Registration of Additional Securities
This Registration Statement is being filed for the purpose of registering an additional 2,680,651 shares of Common Stock issuable under the following employee benefit plans for which a Registration Statement on Form S-8, filed with the Commission on May 3, 2019 (File No. 333-231186) (the “2019 Registration Statement”), is effective: (i) the 2018 Plan, pursuant to the automatic annual increase provision therein, which added 2,144,521 shares of Common Stock, and (ii) the ESPP, pursuant to the automatic annual increase provision therein, which added 536,130 shares of Common Stock.
Pursuant to General Instruction E of Form S-8, the contents of the 2019 Registration Statement are incorporated by reference in this Registration Statement to the extent not modified or superseded hereby or by any subsequently filed document which is incorporated by reference herein or therein.
Item 8. Exhibits.
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Exhibit number
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Documents
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4.1
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4.2
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4.3
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5.1*
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23.1*
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23.2
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24.1
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99.1
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99.2
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99.3
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99.4
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* Filed herewith.
SIGNATURES
Pursuant to the requirements of 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 El Segundo, State of California, on May 15, 2020.
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BEYOND MEAT, INC.
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By:
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/s/ Ethan Brown
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Name:
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Ethan Brown
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Title:
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President and Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Ethan Brown and Mark J. Nelson, each of them with power to act alone, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments of this Registration Statement, including post-effective amendments, and to file the same, together with exhibits thereto, and other documents in connection therewith, with the Commission, granting unto such attorney-in-fact 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 hereof, as fully to all intents and purposes as he or she might do or could do in person, thereby ratifying and confirming all that said attorney-in-fact or his or her 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 date indicated.
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Signature
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Title
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Date
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/s/ Ethan Brown
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President, Chief Executive Officer, and Director (Principal Executive Officer)
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May 15, 2020
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Ethan Brown
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/s/ Mark J. Nelson
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Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)
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May 15, 2020
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Mark J. Nelson
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/s/ Seth Goldman
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Chairman of the Board
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May 15, 2020
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Seth Goldman
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/s/ Diane Carhart
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Director
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May 15, 2020
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Diane Carhart
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/s/ Raymond J. Lane
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Director
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May 15, 2020
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Raymond J. Lane
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/s/ Bernhard van Lengerich
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Director
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May 15, 2020
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Bernhard van Lengerich, Ph.D.
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/s/ Ned Segal
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Director
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May 15, 2020
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Ned Segal
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/s/ Christopher Isaac Stone
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Director
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May 15, 2020
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Christopher Isaac Stone
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/s/ Donald Thompson
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Director
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May 15, 2020
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Donald Thompson
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/s/ Kathy N. Waller
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Director
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May 15, 2020
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Kathy N. Waller
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