As filed with the Securities and Exchange Commission on August 26, 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

 

 

THE BEACHBODY COMPANY, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   83-3222090

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

3301 Exposition Blvd

Santa Monica, California 90404

(Address of Principal Executive Offices) (Zip Code)

The Beachbody Company, Inc. 2021 Incentive Award Plan

The Beachbody Company, Inc. 2021 Employee Stock Purchase Plan

The Beachbody Company, Inc. Amended and Restated 2020 Equity Compensation Plan

(Full title of the plan)

Carl Daikeler

Chief Executive Officer

The Beachbody Company, Inc.

3301 Exposition Blvd

Santa Monica, California, 90404

(Name and address for agent for service)

(310) 883-9000

(Telephone number, including area code, of agent for service)

Copies to:

Steven B. Stokdyk

10250 Constellation Blvd, Suite 1100

Los Angeles, California 90067

(213) 485-1234

 

 

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 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(5)
 

Proposed

maximum
aggregate
offering price(5)

  Amount of
registration fee

Class A common stock, par value $0.0001 per share (“Class A Common Stock”), to be issued under The Beachbody Company, Inc. 2021 Incentive Award Plan

  30,442,594(2)   $7.53   $229,232,735   $25,009

Class A Common Stock to be issued under The Beachbody Company, Inc. 2021 Employee Stock Purchase Plan

  3,044,259(3)   $7.53   $22,923,274   $2,501

Class A common stock, par value $0.0001 per share, to be issued under The Beachbody Company, Inc. Amended and Restated 2020 Equity Compensation Plan

  34,588,520(4)   $7.53   $260,451,556   $28,415

Total

  68,075,374       $512,607,564   $55,926

 

 

(1)

Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement on Form S-8 (“Registration Statement”) also covers any additional number of shares of Class A Common Stock of The Beachbody Company, Inc. (the “Company”) that become issuable under The Beachbody Company, Inc. 2021 Incentive Award Plan (the “2021 Incentive Plan”), The Beachbody Company, Inc. Employee Stock Purchase Plan (the “2021 ESPP Plan”) and The Beachbody Company, Inc. Amended and Restated 2020 Equity Compensation Plan (the “2020 Plan”) by reason of any stock splits, stock dividends or other distribution, recapitalization or similar transaction effected without receipt of consideration that increases the number of outstanding shares of Common Stock.

(2)

Represents shares of Class A Common Stock available for future issuance under the 2021 Incentive Plan.

(3)

Represents shares of Class A Common Stock available for future issuance under the 2021 ESPP Plan.

(4)

Represents shares of Class A Common Stock available for future issuance under the 2020 Plan.

(5)

Estimated solely for purposes of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act, the proposed maximum offering price per share and proposed maximum aggregate offering price are based upon the average of the high and low prices of the Company’s shares of Class A Common Stock as reported on the New York Stock Exchange (“NYSE”) on August 25, 2021, which date is within five business days prior to the filing of this Registration Statement.

 

 

 


PART I

Item 1. Plan Information

Not required to be filed with this Registration Statement.

Item 2. Registrant Information and Employee Plan Annual Information

Not required to be filed with this Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

References in this Registration Statement to “we,” “us,” “our,” and the “Company,” or similar references, refer to The Beachbody Company, Inc. (formerly known as Forest Road Acquisition Corp.), unless otherwise stated or the context otherwise requires.

Item 3. Incorporation of Documents by Reference.

The following documents, which have been filed by The Beachbody Company, Inc. or its predecessor, Forest Road Acquisition Corp., with the United States Securities and Exchange Commission (the “Commission”) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated by reference in, and shall be deemed to be a part of, this Registration Statement:

 

  (a)

The Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, filed with the Commission on August 12, 2021 (File No. 001-39735);

 

  (b)

The Company’s Current Reports on Form 8-K filed with the Commission on February  10, 2021 (as amended by the Company’s Current Report on Form 8-K/A filed on February  16, 2021), May 3, 2021, May  19, 2021, May 28, 2021, June  8, 2021, June  21, 2021, June  23, 2021, June 24, 2021, July 1, 2021 and July 9, 2021, in each case excluding Items 2.02 and 7.01 and only to the extent that the items therein are specifically stated to be “filed” rather than “furnished” for the purposes of Section 18 of the Exchange Act; and

 

  (c)

The description of the Company’s securities contained in the Company’s Registration Statement on Form 8-A, filed with the Commission on November 23, 2020 (File No. 001-39735), including any amendments or reports filed for purposes of updating such description.

All reports and other documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof and prior to the filing of a post-effective amendment, which indicates that all securities offered pursuant to this Registration Statement have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents or reports.

For purposes of this Registration Statement, any document or any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded to the extent that a subsequently filed document or a statement contained therein, or in any other subsequently filed document which also is or is deemed to be incorporated by reference, modifies or supersedes such document or such statement in such document. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.


Under no circumstances shall any information furnished under Item 2.02 or 7.01 of Form 8-K be deemed incorporated herein by reference unless such Form 8-K expressly provides to the contrary.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Subsection (a) of Section 145 of the General Corporation Law of the State of Delaware (the “DGCL”) empowers a corporation to indemnify any person who was or is a party or who is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful.

Subsection (b) of Section 145 empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person acted in any of the capacities set forth above, against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Section 145 further provides that to the extent a director or officer of a corporation has been successful on the merits or otherwise in the defense of any action, suit or proceeding referred to in subsections (a) and (b) of Section 145, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith; that indemnification provided for by Section 145 shall not be deemed exclusive of any other rights to which the indemnified party may be entitled; and the indemnification provided for by Section 145 shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of such person’s heirs, executors and administrators. Section 145 also empowers the corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify such person against such liabilities under Section 145.

Section 102(b)(7) of the DGCL provides that a corporation’s certificate of incorporation may contain a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provision shall not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit.


Additionally, our Certificate of Incorporation limits the liability of our directors to the fullest extent permitted by the DGCL, and our Bylaws provide that we will indemnify them to the fullest extent permitted by such law. We have entered into and expect to continue to enter into agreements to indemnify our directors, executive officers and other employees as determined by our board of directors. Under the terms of such indemnification agreements, we are required to indemnify each of our directors and officers, to the fullest extent permitted by the laws of the state of Delaware, if the basis of the indemnitee’s involvement was by reason of the fact that the indemnitee is or was our director or officer or was serving at our request in an official capacity for another entity. We must indemnify our officers and directors against all reasonable fees, expenses, charges and other costs of any type or nature whatsoever, including any and all expenses and obligations paid or incurred in connection with investigating, defending, being a witness in, participating in (including on appeal), or preparing to defend, be a witness or participate in any completed, actual, pending or threatened action, suit, claim or proceeding, whether civil, criminal, administrative or investigative, or establishing or enforcing a right to indemnification under the indemnification agreement. The indemnification agreements also require us, if so requested, to advance all reasonable fees, expenses, charges and other costs that such director or officer incurred, provided that such person will return any such advance if it is ultimately determined that such person is not entitled to indemnification by us. Any claims for indemnification by our directors and officers may reduce our available funds to satisfy successful third-party claims against us and may reduce the amount of money available to us.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

The following are the exhibits required by Item 601 of Regulation S-K:

 

Exhibit
Number

       

Incorporated by Reference

  

Filed or
Furnished
Herewith

  

Description

  

Form

  

File No.

  

Exhibit

  

Filing Date

2.1    Agreement and Plan of Merger, dated as of February 9, 2021, by and among Forest Road Acquisition Corp., BB Merger Sub, Inc., Myx Merger Sub, LLC, The Beachbody Company Group, LLC, And Myx Fitness Holdings, LLC. (incorporated by reference to Exhibit 2.1 to Forest Road Acquisition Corp.’s Current Report on Form 8-K filed February 9, 2021).    8-K    001-39735    2.1    Feb. 10, 2021   
4.1    Amended and Restated Certificate of Incorporation of The Beachbody Company, Inc.    8-K    001-39735    3.1    Jul. 1, 2021   


Exhibit
Number

       

Incorporated by Reference

  

Filed or
Furnished
Herewith

  

Description

  

Form

  

File No.

  

Exhibit

  

Filing Date

4.2    Amended and Restated Bylaws of The Beachbody Company, Inc.    8-K    001-39735    3.2    Jul. 1, 2021   
4.3    Specimen Class A Common Stock Certificate of The Beachbody Company, Inc.    8-K    001-39735    4.1    Jul. 1, 2021   
5.1    Opinion of Latham & Watkins LLP                X
23.1    Consent of Ernst & Young LLP                X
23.2    Consent of Latham & Watkins LLP (included in Exhibit 5.1)                X
99.1    The Beachbody Company, Inc. 2021 Incentive Award Plan.    8-K    001-39735    10.2    Jul. 9, 2021   
99.2    The Beachbody Company, Inc. 2021 Employee Stock Purchase Plan.    8-K    001-39735    10.3    Jul. 9, 2021   
99.3    Form of Stock Option Agreement pursuant to The Beachbody Company, Inc. 2021 Incentive Award Plan.    8-K    001-39735    10.4    Jul. 9, 2021   
99.4    Form of RSU Agreement pursuant to The Beachbody Company, Inc. 2021 Incentive Award Plan.    8-K    001-39735    10.5    Jul. 9, 2021   
99.5    Non-Employee Director Compensation Program (incorporated by reference to Exhibit 10.11 to Amendment No. 5 to the S-4).    8-K    001-39735    10.6    Jul. 9, 2021   
99.6    The Beachbody Company, Inc. Amended and Restated 2020 Equity Compensation Plan.    8-K    001-39735    10.7    Jul. 9, 2021   

Item 9. Undertakings.

(a) The undersigned Company hereby undertakes:


(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by or furnished to the Commission by the Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Company hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Company’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.


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 Santa Monica, State of California, on August 26, 2021.

 

The Beachbody Company, Inc.
By:  

/s/ Sue Collyns

Name:    Sue Collyns
Title:    President and Chief Financial Officer

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints each of Carl Daikeler and Sue Collyns, acting alone or together with another attorney-in-fact, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any or all further amendments (including post-effective amendments) to this registration statement (and any additional registration statement related hereto permitted by Rule 462(b) promulgated under the Securities Act (and all further amendments, including 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 might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her 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 August 26, 2021.

 

Signature

  

Title

/s/ Carl Daikeler

   Chairman and Chief Executive Officer
Carl Daikeler    (Principal Executive Officer)

/s/ Sue Collyns

   President and Chief Financial Officer
Sue Collyns    (Principal Financial Officer and Principal Accounting Officer)

/s/ Mary Conlin

   Director
Mary Conlin   

/s/ Michael Heller

   Director
Michael Heller   

/s/ Ben Van de Bunt

   Director
Ben Van de Bunt   

/s/ John Salter

   Director
John Salter   
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