Securities Registration: Employee Benefit Plan (s-8)
March 29 2018 - 5:31PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on March 29, 2018
Registration Statement
No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
RH
(Exact name of registrant as specified in its charter)
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Delaware
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45-3052669
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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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15 Koch Road, Suite K
Corte Madera, CA 94925
(415)
924-1005
(Address of principal executive offices)
Restoration
Hardware Holdings, Inc. 2012 Stock Incentive Plan
(Full title of the Plan)
Karen Boone
President,
Chief Financial and Administrative Officer
RH
15 Koch Road, Suite K
Corte Madera, CA 94925
(415)
924-1005
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
With Copies to:
Gavin B. Grover, Esq.
John. M. Rafferty, Esq.
Morrison & Foerster LLP
425 Market Street
San
Francisco, California 94105
(415)
268-7000
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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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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Emerging growth company
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☐
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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. ☐
CALCULATION OF REGISTRATION FEE
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Title of each Class 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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2012 Stock Incentive Plan
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430,347 (2)
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$78.13 (3)
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$33,620,859.38
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$4,185.80
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(1)
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Pursuant to Rule 416(a) of the Securities Act of 1933, as amended, this Registration Statement shall also cover any additional shares of the Registrants common stock that become issuable under the 2012 Stock
Incentive Plan (2012 Stock Plan) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of the Registrants outstanding shares
of common stock.
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(2)
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Represents additional shares of common stock reserved for issuance under the 2012 Stock Plan.
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(3)
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Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) and Rule 457(h) under the Securities Act of 1933, as amended, based upon the average of the high and low sale prices
for the Common Stock on the New York Stock Exchange on March 23, 2018.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I is not filed as part of this Registration Statement in accordance with Rule 428 under the Securities Act of
1933, as amended (the Securities Act), and the Note to Part I of Form
S-8.
The document(s) containing the information specified in Part I of Form
S-8
will be
sent or given to participants as required by Securities Act Rule 428(b)(1).
EXPLANATORY NOTE
This Registration Statement on Form
S-8
is filed by the Registrant relating to 430,347 shares of its
common stock issuable to eligible service providers of the Registrant under the 2012 Stock Plan, which common stock is in addition to the following shares of the Registrants common stock registered under the Plan on the Form
S-8
as follows: 2,749,001 shares on the Registrants Form
S-8
filed on November 2, 2012 (Commission File
No. 333-184716);
3,081,982 shares on the Registrants Form
S-8
filed on September 16, 2013 (Commission File
No. 333-191194);
782,495 shares on the Registrants Form
S-8
filed on March 31, 2014 (Commission File
No. 333-194898);
797,851 shares on the Registrants Form
S-8
filed on March 27, 2015 (Commission File
No. 333-203083);
811,666 shares on the Registrants Form
S-8
filed on March 30, 2016 (Commission File
No. 333-210483);
and 816,573 shares on the Registrants Form
S-8
filed on March 29, 2017 (Commission File
No. 333-217011)
(together, 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 submitted in accordance with General Instruction E to Form
S-8
regarding Registration of
Additional Securities. Pursuant to General Instruction E of Form
S-8,
the contents of the Prior Registration Statement are incorporated herein by reference and made part of this Registration Statement, except
as amended hereby.
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Incorporated by reference to exhibits previously filed.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Corte
Madera, State of California, on the 29th day of March, 2018.
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RH
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By:
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/s/ Gary Friedman
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Gary Friedman
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Chairman and Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below, constitutes and appoints Gary Friedman and Karen Boone,
and each of them, his or her true and lawful
attorneys-in-fact
and agents, each with full power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to sign any registration statement for the same Offering covered by this Registration Statement that is to be
effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, with the
Securities and Exchange 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 such
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 of 1933, as amended, this registration statement has been signed by the following persons
in the capacities on March 29th, 2018.
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/s/ Gary Friedman
Gary Friedman
Chairman of the Board
of Directors and Chief Executive Officer
(Principal Executive Officer)
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/s/ Karen Boone
Karen Boone
President, Chief
Financial and Administrative Officer
(Principal Financial Officer and Principal Accounting Officer)
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/s/ Carlos
Alberini
Carlos Alberini
Director
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/s/ Keith Belling
Keith Belling
Director
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/s/ Eri Chaya
Eri Chaya
Director
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/s/ Mark Demilio
Mark Demilio
Director
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/s/ Hilary Krane
Hilary Krane
Director
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/s/ Katie Mitic
Katie Mitic
Director
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/s/ Ali Rowghani
Ali Rowghani
Director
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/s/ Leonard
Schlesinger
Leonard Schlesinger
Director
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