Securities Registration: Employee Benefit Plan (s-8)
March 18 2022 - 4:08PM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on March 18, 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
Warby Parker Inc.
(Exact name of Registrant as specified in its
charter)
Delaware |
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80-0423634 |
(State or other jurisdiction of
Incorporation or organization) |
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(I.R.S. Employer
Identification No.) |
233 Spring Street, 6th Floor East
New York, New York 10013
(646) 847-7215
(Address of principal executive offices) (Zip
code)
Warby Parker Inc. 2021 Incentive Award Plan
Warby Parker Inc. 2021 Employee Stock Purchase
Plan
(Full title of the plans)
Neil Blumenthal, Co-Founder and Co-Chief Executive
Officer
Dave Gilboa, Co-Founder and Co-Chief Executive
Officer
Warby Parker Inc.
233 Spring Street, 6th Floor East
New York, New York 10013
(646) 847-7215
(Name and address of agent for service) (Telephone
number, including area code, of agent for service)
With copies to:
Steven Miller |
Hyung Bak |
Lindsay Buxbaum |
Warby Parker Inc. |
233 Spring Street, 6th Floor East |
New York, New York 10013 |
(646) 847-7215 |
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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 ¨ |
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Non-accelerated filer
x |
Smaller reporting company ¨ |
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Emerging growth company x |
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for comply with any new
or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ¨
EXPLANATORY NOTE
This Registration Statement on Form S-8 is
being filed for the purpose of registering an additional 5,735,463 shares of Warby Parker Inc.’s (the “Registrant”)
Class A common stock, $0.0001 par value per share (“Class A common stock”), to be issued pursuant to the Warby Parker
Inc. 2021 Incentive Award Plan (the “2021 Plan”) and an additional 1,147,092 shares of the Registrant’s Class A
common stock to be issued pursuant to the Warby Parker Inc. 2021 Employee Stock Purchase Plan (the “2021 ESPP”) and for which
a Registration Statement of the Registrant on Form S-8 relating to the same employee benefit plans is effective.
INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION
STATEMENT ON FORM S-8
The contents of the Registration Statement on Form S-8 (File No. 333-259703), filed with the Securities and Exchange Commission, relating to the 2021 Plan and the 2021 ESPP, are incorporated
herein by reference.
Item 8.
Exhibits
* Filed herewith.
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 New York, State of New York, on March 18, 2022.
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WARBY PARKER INC. |
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By: |
/s/ Neil Blumenthal |
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Neil Blumenthal |
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Co-Chief Executive Officer |
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By: |
/s/ Dave Gilboa |
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Dave Gilboa |
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Co-Chief Executive Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby
constitutes and appoints Neil Blumenthal, Dave Gilboa, and Steven Miller, or each of them singly, with full power to act without the other,
such person’s true and lawful attorneys-in-fact and agents, 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 this registration statement and any and all amendments, including
post-effective amendments to this registration statement, and to file the same, with exhibits and schedules thereto, and other 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 or desirable to be done in connection
therewith as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them, or their 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 of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature |
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Title |
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Date |
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/s/ Neil Blumenthal |
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Co-Chief Executive Officer and
Director
(Co-Principal Executive Officer) |
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March 18, 2022 |
Neil Blumenthal |
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/s/ Dave Gilboa |
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Co-Chief Executive Officer and Director
(Co-Principal
Executive Officer) |
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March 18, 2022 |
Dave Gilboa |
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/s/ Steven Miller |
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Chief Financial Officer |
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March 18, 2022 |
Steven Miller |
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(Principal Financial Officer and Principal Accounting Officer) |
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/s/ Andrew Hunt |
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Director |
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March 18, 2022 |
Andrew Hunt |
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/s/ Jeffrey
Raider |
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Director |
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March 18, 2022 |
Jeffrey Raider |
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/s/ Teresa Briggs |
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Director |
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March 18, 2022 |
Teresa Briggs |
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/s/ Joel Cutler |
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Director |
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March 18, 2022 |
Joel Cutler |
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/s/ Youngme
Moon |
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Director |
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March 18, 2022 |
Youngme Moon |
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/s/ Gabrielle
Sulzberger |
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Director |
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March 18, 2022 |
Gabrielle Sulzberger |
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/s/ Ronald A. Williams |
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Director |
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March 18, 2022 |
Ronald A. Williams |
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