Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
______________________
Beyond Meat, Inc.
(Exact name of registrant as specified in its charter)
______________________
Delaware | 26-4087597 |
(State or other jurisdiction of Incorporation or organization) | (I.R.S. Employer Identification No.) |
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.
Large accelerated filer☐ | Accelerated filer | ☐ |
Non-accelerated filer ý | Smaller reporting company | ☐ |
Emerging growth company | ý | |
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
____________
Title of securities to be registered | Amount to be registered(1) | Proposed maximum offering price per share | Proposed maximum aggregate offering price | Amount of registration fee | ||||
Common stock, $0.0001 par value per share | ||||||||
To be issued under the Beyond Meat, Inc. 2018 Equity Incentive Plan (the “2018 Plan”) | 2,144,521(2) | $127.55(3) | $ 273,533,653.55(3) | $ | 35,504.67 | |||
To be issued under the Beyond Meat, Inc. 2018 Employee Stock Purchase Plan (the “ESPP” and, together with the 2018 Plan, the “Plans”) | 536,130(4) | $127.55(3) | $ 68,383,381.50(3) | $ | 8,876.16 | |||
Totals: | 2,680,651 | $ 341,917,035.05 | $ | 44,380.83 | ||||
(1) | 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. |
(2) | Represents the additional shares of Common Stock available for issuance under the 2018 Plan resulting from an automatic annual increase on January 1, 2020. |
(3) | 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. |
(4) | Represents the additional shares of Common Stock available for issuance under the ESPP resulting from an automatic annual increase on January 1, 2020. |
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.
Exhibit number | Documents | |
4.1 | ||
4.2 | ||
4.3 | ||
5.1* | ||
23.1* | ||
23.2 | ||
24.1 | ||
99.1 | ||
99.2 | ||
99.3 | ||
99.4 | ||
____________
* 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.
BEYOND MEAT, INC. | |
By: | /s/ Ethan Brown |
Name: | Ethan Brown |
Title: | President and Chief Executive Officer |
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.
Signature | Title | Date | ||
/s/ Ethan Brown | President, Chief Executive Officer, and Director (Principal Executive Officer) | May 15, 2020 | ||
Ethan Brown | ||||
/s/ Mark J. Nelson | Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer) | May 15, 2020 | ||
Mark J. Nelson | ||||
/s/ Seth Goldman | Chairman of the Board | May 15, 2020 | ||
Seth Goldman | ||||
/s/ Diane Carhart | Director | May 15, 2020 | ||
Diane Carhart | ||||
/s/ Raymond J. Lane | Director | May 15, 2020 | ||
Raymond J. Lane | ||||
/s/ Bernhard van Lengerich | Director | May 15, 2020 | ||
Bernhard van Lengerich, Ph.D. | ||||
/s/ Ned Segal | Director | May 15, 2020 | ||
Ned Segal | ||||
/s/ Christopher Isaac Stone | Director | May 15, 2020 | ||
Christopher Isaac Stone | ||||
/s/ Donald Thompson | Director | May 15, 2020 | ||
Donald Thompson | ||||
/s/ Kathy N. Waller | Director | May 15, 2020 | ||
Kathy N. Waller | ||||
Exhibit 5.1
330 North Wabash Avenue
Suite 2800
Chicago, Illinois 60611
Tel: +1.312.876.7700 Fax: +1.312.993.9767
www.lw.com
FIRM / AFFILIATE OFFICESBeijing Moscow
Boston Munich
Brussels New York
Century City Orange County
Chicago Paris
Dubai Riyadh
Düsseldorf San Diego
Frankfurt San Francisco
Hamburg Seoul
Hong Kong Shanghai
Houston Silicon Valley
London Singapore
Los Angeles Tokyo
Madrid Washington, D.C.
Milan
May 15, 2020
Beyond Meat, Inc.
119 Standard Street
El Segundo, California 90245
Re: | Registration Statement on Form S-8; 2,680,651 shares of common stock of Beyond Meat Inc., par value $0.0001 per share |
Ladies and Gentlemen:
We have acted as special counsel to Beyond Meat, Inc., a Delaware corporation (the “Company”), in connection with the registration by the Company of an aggregate of 2,680,651 shares of common stock of the Company, par value $0.0001 per share (the “Common Stock”), consisting of 2,144,521 shares of Common Stock (the “2018 Plan Shares”) issuable under the Beyond Meat, Inc. 2018 Equity Incentive Plan (the “2018 Plan”) and 536,130 shares of Common Stock (the “ESPP Shares” and together with the 2018 Plan Shares, the “Shares”) issuable under the Beyond Meat, Inc. 2018 Employee Stock Purchase Plan (the “2018 ESPP” and together with the 2018 Plan, the “Plans”).
The Shares are included in a registration statement on Form S-8 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on May 15, 2020 (the “Registration Statement”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement
May 15, 2020 Page 2 |
or the related prospectus, other than as expressly stated herein with respect to the issuance of the Shares.
As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware (the “DGCL”), and we express no opinion with respect to any other laws.
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers and have been issued by the Company against payment therefor (not less than par value) in the circumstances contemplated by the Plans, assuming in each case that the individual issuances, grants or awards under the Plans are duly authorized by all necessary corporate action and duly issued, granted or awarded and exercised in accordance with the requirements of law and the Plans (and the agreements and awards duly adopted thereunder and in accordance therewith), the issuance and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL.
This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Latham & Watkins LLP
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 19, 2020, relating to the financial statements of Beyond Meat, Inc., appearing in the Annual Report on Form 10-K of Beyond Meat, Inc. for the year ended December 31, 2019.
/s/ Deloitte & Touche LLP
Los Angeles, California
May 15, 2020