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CarParts.com, Inc. – ‘S-8’ on 1/26/24

On:  Friday, 1/26/24, at 5:58pm ET   ·   As of:  1/29/24   ·   Effective:  1/29/24   ·   Accession #:  1140361-24-4105   ·   File #:  333-276734

Previous ‘S-8’:  ‘S-8’ on 8/2/23   ·   Latest ‘S-8’:  This Filing   ·   15 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 1/29/24  CarParts.com, Inc.                S-8         1/29/24    4:73K                                    Broadridge Fin’l So… Inc

Registration Statement – Securities for an Employee Benefit Plan   —   Form S-8   —   SA’33

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Registration Statement - Securities for an          HTML     49K 
                Employee Benefit Plan                                            
 2: EX-5.1      Opinion of Counsel re: Legality                     HTML     11K 
 3: EX-23.1     Consent of Expert or Counsel                        HTML      5K 
 4: EX-FILING FEES  Exhibit 107                                     HTML     12K 


‘S-8’   —   Registration Statement – Securities for an Employee Benefit Plan

Document Table of Contents

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11st Page  –  Filing Submission
"Signatures

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 C: 
Registration No. 333-__________

As filed with the Securities and Exchange Commission on January 26, 2024


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM S‑8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933


CarParts.com, Inc.
(Exact name of registrant as specified in its charter)

Delaware

68-0623433
(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

2050 W. 190th Street, Suite 400
Torrance, CA 90504
(Address, including zip code,
of registrant’s principal executive offices)


CarParts.com, Inc. 2016 Equity Incentive Plan
(Full title of the plan)



Alfredo Gomez
General Counsel
CarParts.com, Inc.
2050 W. 190th Street, Suite 400
Torrance, California 90504
(424) 702-1455
(Name, address and telephone number,
including area code, of agent for service of process)



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 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
Smaller reporting company

Accelerated filer
Emerging growth company

Non-accelerated filer
   

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. ☐



EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed by CarParts.com, Inc. (the “Company”) for the purpose of increasing the number of securities of the same class as other securities for which a Registration Statement on Form S-8 relating to the same benefit plan is effective. This Registration Statement on Form S-8 registers the offer and sale of an additional 1,500,000 shares of Common Stock for issuance under the Plan. The Registrant previously registered shares of Common Stock for issuance under the Plan on June 27, 2016 (Commission File No. 333-212256), March 14, 2017 (Commission File No. 333-216671), August 9, 2018 (Commission File No. 333-226736), July 22, 2020 (Commission File No. 333-239993), March 18, 2021 (Commission File No. 333-254457), January 20, 2022 (Commission File No. 333-262247) and January 30, 2023 (Commission File No. 333-269461) (collectively, 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 filed in accordance with General Instruction E to Form S-8. Accordingly, pursuant to General Instruction E, the Company hereby incorporates by reference herein the contents of the Prior Registration Statements and hereby deems such contents to be a part hereof, except as otherwise updated or modified by this Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.

The following documents of CarParts.com, Inc. (the “Company”) filed with the Securities and Exchange Commission (the “Commission”) are incorporated herein by reference:

(a)
the Company’s Annual Report on Form 10‑K for the fiscal year ended December 31, 2022;

 
(b)
the Company’s definitive proxy statement on Schedule 14A filed on April 28, 2023;

 
(c)
the Company’s Quarterly Reports on Form 10-Q for the quarter ended April 1, 2023, July 1, 2023, and September 30, 2023;

 
(d)
the Company’s Current Report on Form 8-K filed with the SEC on February 7, 2023, May 26, 2023, and July 7, 2023, and October 30, 2023;
   
(e)
the description of the Company’s Common Stock, par value $0.001 per share, as contained in the Registration Statement on Form 8‑A filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as updated by the description of our common stock contained in Exhibit 4.2 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, including any amendment or report filed under the Exchange Act for the purpose of updating such description.


We also incorporate by reference into this registration statement all documents that we file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this registration statement and prior to the completion or termination of the offering. Notwithstanding the foregoing, unless expressly incorporated into this registration statement, we are not incorporating by reference information furnished under Items 2.02 and 7.01 of any Current Report on Form 8-K, including the related exhibits, nor in any documents or other information that is deemed to have been “furnished” to and not “filed” with the SEC. Any statements contained in a previously filed document incorporated by reference into this registration statement is deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained in this registration statement, or in a subsequently filed document also incorporated by reference herein, modifies or supersedes that statement.

Item 5.
Interests of Named Experts and Counsel.

The validity of the issuance of Common Stock registered hereby is passed on for the Company by Alfredo Gomez. Mr. Gomez is General Counsel of the Company and is compensated by the Company as an employee. Mr. Gomez owns 575,745 shares of Common Stock, 267,471 restricted stock units that are payable in an equivalent number of shares of Common Stock (with performance-based restricted stock unit awards included at the target level of performance), and Company stock options to acquire up to an additional 233,216 shares of Common Stock. Mr. Gomez is eligible to receive stock awards by the Company under the Plan.

Item 8.
Exhibits.

Exhibit
No.
Description of Exhibit
   
4.1
   
4.2
   
4.3
   
4.4
   
4.5
   
4.6
   
4.6


5.1
   
23.1
   
23.2
   
24.1
   
99.1
   
99.2
   
99.3
   
99.4
   
99.5
   
99.6
   
99.7
   
107


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 Torrance, State of California, on January 26, 2024.

CARPARTS.COM, INC.
   
By:
 
 
Title: Chief Executive Officer

POWER OF ATTORNEY
 
Each person whose signature appears below constitutes and appoints Alfredo Gomez, Ryan Lockwood and David Meniane, and each of them, acting individually and without the other, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments, exhibits thereto and other documents in connection therewith) to this Registration Statement, 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 or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them individually, or their or his 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 below by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

       

Chief Executive Officer and Director

 
(Principal Executive Officer)
   
         
 
Chief Financial Officer
 
 
(Principal Financial Officer)
   
         
 
Chairman of the Board
 
Warren B. Phelps III        
         
 
Director
 
       
         
 
Director
 
       
         
 
Director
 
       
         
 
Director
 
       
         
 
Director
 
       
         
 
Director
 
       




Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘S-8’ Filing    Date    Other Filings
Filed as of / Effective on:1/29/24
Filed on:1/26/24
4/28/23ARS,  DEF 14A
1/30/23S-8
12/31/2210-K,  ARS
1/20/22S-8
3/18/21S-8
7/22/20S-8
8/9/1810-Q,  8-K,  S-8
3/14/17S-8
6/27/16S-8
 List all Filings 


15 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

10/31/23  CarParts.com, Inc.                10-Q        9/30/23   43:4.3M
10/30/23  CarParts.com, Inc.                8-K:2,9    10/30/23   12:576K
 8/02/23  CarParts.com, Inc.                10-Q        7/01/23   43:4.1M
 7/07/23  CarParts.com, Inc.                8-K:5       7/06/23   10:180K
 5/26/23  CarParts.com, Inc.                8-K:5,9     5/25/23   11:353K
 5/03/23  CarParts.com, Inc.                10-Q        4/01/23   49:3.6M
 4/28/23  CarParts.com, Inc.                DEF 14A               12:8M                                     Broadridge Fin’l So… Inc
 3/08/23  CarParts.com, Inc.                10-K       12/31/22   70:8.5M
 2/07/23  CarParts.com, Inc.                8-K:5,9     2/06/23   11:365K
 7/27/20  CarParts.com, Inc.                8-K:5,7,9   7/27/20    4:58K                                    Broadridge Fin’l So… Inc
 1/26/17  CarParts.com, Inc.                8-K:5,9     1/25/17    5:315K
 6/02/16  CarParts.com, Inc.                8-K:1,5     5/31/16    7:506K                                   Workiva Inc Wde… FA01/FA
 3/11/16  CarParts.com, Inc.                10-K        1/02/16  109:12M                                    Workiva Inc Wde… FA01/FA
 4/02/07  CarParts.com, Inc.                10-K       12/31/06    7:1.5M                                   Donnelley … Solutions/FA
 1/22/07  CarParts.com, Inc.                S-1/A¶                12:4.5M                                   Donnelley … Solutions/FA
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Filing Submission 0001140361-24-004105   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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