SEC Info - CarParts.com, Inc. - ‘S-8’ on 1/19/22

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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.

CALCULATION OF REGISTRATION FEE


Title of securities to be registered	Amount to be registered (1)(2)		Proposed maximum offering price per share(3)			Proposed maximum aggregate offering price(3)			Amount of registration fee
Common Stock, par value $0.001 per share		1,500,000		$	9.67		$	14,505,000		$	1,344.61

(1)

Pursuant to Rule 416(a), this Registration Statement covers, in addition to the number of shares of CarParts.com, Inc., a Delaware corporation (the “Company” or the “Registrant”), common stock, par value $0.001 per share (the “Common Stock”), stated above, options and other rights to purchase or acquire the shares of Common Stock covered by this Registration Statement and, pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), any shares of Common Stock that become issuable under the CarParts.com, Inc. 2016 Equity Incentive Plan (the “Plan”) by reason of any stock dividend, stock split, recapitalization or other similar transaction that results in an increase in the number of the Registrant’s outstanding shares of Common Stock.

(2)

Represents shares of Common Stock that were automatically added to the shares authorized for issuance under the Plan on January 1, 2022 pursuant to an “evergreen” provision contained in the Plan. Pursuant to such provision, on January 1 of each calendar year commencing in 2017 and ending on (and including) January 1, 2026, the number of shares authorized for issuance under the Plan is automatically increased by 1,500,000 shares; provided, that the Board of Directors of the Registrant may act prior to January 1st of a given year to provide that there will be no January 1st increase for such year or that the increase for such year will be a lesser number of shares of Common Stock than would otherwise occur.

(3)	Pursuant to Securities Act Rule 457(h), the maximum offering price, per share and in the aggregate, and the registration fee were calculated based upon the average of the high and low prices of the Common Stock on January 18, 2022, as quoted on the Nasdaq Global Select Market.

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 21, 2020 (Commission File No. 333-239993), and March 18, 2021 (Commission 333-254457) (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.

Incorporation of Documents by Reference.

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 January 2, 2021;

(b)

the Company’s definitive proxy statement on Schedule 14A filed on April 27, 2021;

(c)

the Company's Quarterly Reports on Form 10-Q for the quarter ended April 3, 2021, July 3, 2021, and October 2, 2021;

(d)

the Company's Current Report on Form 8-K filed with the SEC on April 6, 2021 (with respect to Item 5.02 only), May 20, 2021, August 3, 2021, August 5, 2021 (other than with respect to Item 2.02), November 22, 2021, and December 21, 2021;

(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 January 2, 2021, including any amendment or report filed under the Exchange Act for the purpose of updating such description.

All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with Commission rules shall not be deemed incorporated by reference into this Registration Statement. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration 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 516,272 shares of Common Stock, 265,148 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		Second Amended and Restated Certificate of Incorporation of CarParts.com, Inc. as filed with the Delaware Secretary of State on February 14, 2007 (incorporated by reference to Exhibit 3.1 to the Registrant’s Annual Report on Form 10 K filed with the Securities and Exchange Commission on April 2, 2007).

4.2		Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of CarParts.com, Inc., dated as of July 27, 2020 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 27, 2020).

4.3		Amended and Restated Bylaws of CarParts.com, Inc. (incorporated by reference to Exhibit 3.2 to the Registrant’s Annual Report on Form 10 K filed with the Securities and Exchange Commission on April 2, 2007).

4.4		Amendment to Amended and Restated Bylaws of CarParts.com, Inc. (incorporated by reference to Exhibit 3.4 to the Registrant’s Annual Report on Form 10 K file with the Securities and Exchange Commission on March 11, 2016).

4.5		Amendment No. 2 to the Amended and Restated Bylaws of CarParts.com, Inc., dated as of July 23, 2020 (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 27, 2020).

4.6		Specimen common stock certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on November 2, 2006).

5.1		Opinion of Counsel (opinion re legality).

23.1		Consent of RSM US LLP (consent of independent registered public accounting firm)..

23.2		Consent of Counsel (included in Exhibit 5.1 to this Registration Statement).

24.1		Power of Attorney (included in this Registration Statement under “Signatures”).

99.1		CarParts.com, Inc. 2016 Equity Incentive Plan. (Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the Commission on June 2, 2016).

99.2		Form of Employee Option Agreement under the CarParts.com, Inc. 2016 Equity Incentive Plan (Incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 2, 2016).

99.3		Form of Director Option Agreement under the CarParts.com, Inc. 2016 Equity Incentive Plan (Incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 2, 2016).

99.4		Form of Restricted Stock Unit Agreement under the CarParts.com, Inc. 2016 Equity Incentive Plan (Incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 2, 2016).

99.5		Form of Performance Restricted Stock Unit Award Agreement under the CarParts.com, Inc. 2016 Equity Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 26, 2017).

99.6		Form of Performance Cash Bonus Award Agreement under the CarParts.com, Inc. 2016 Equity Incentive Plan (Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 26, 2017).

99.7		Form of Director and Section 16 Officer Restricted Stock Unit Agreement under the CarParts.com, Inc. 2016 Equity Incentive Plan (Incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 26, 2017).

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 19, 2022.

	CARPARTS.COM, INC.

	By:	/s/ *Lev Peker*
		Name: Lev Peker
		Title: Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Alfredo Gomez, Lev Peker 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

/s/ *Lev Peker*	Chief Executive Officer and Director	January 19, 2022
Lev Peker	(Principal Executive Officer)

/s/ *David Meniane*	Chief Financial Officer and Chief Operating Officer	January 19, 2022
David Meniane	(Principal Financial and Accounting Officer)

/s/ *Warren B. Phelps III*	Chairman of the Board	January 19, 2022
Warren B. Phelps III

/s/ *Jim Barnes*	Director	January 19, 2022
Jim Barnes

/s/ *Lisa Costa*	Director	January 19, 2022
Lisa Costa

/s/ *Jay K. Greyson*	Director	January 19, 2022
Jay K. Greyson

/s/ *Nanxi Liu*	Director	January 19, 2022
Nanxi Liu

/s/ *Ana Dutra*	Director	January 19, 2022
Ana Dutra

/s/ *Henry Maier*	Director	January 19, 2022
Henry Maier

This ‘S-8’ Filing	Date	Other Filings

	1/1/26
Filed as of / Effective on:	1/20/22
Filed on:	1/19/22
	1/18/22	4
	1/1/22	10-K
	4/27/21	DEF 14A
	3/18/21	S-8
	1/2/21	10-K
	7/21/20	3, S-8
	8/9/18	10-Q, 8-K, S-8
	3/14/17	S-8
	6/27/16	S-8
		List all Filings

CarParts.com, Inc. – ‘S-8’ on 1/19/22

On: Wednesday, 1/19/22, at 9:39pm ET · As of: 1/20/22 · Effective: 1/20/22 · Accession #: 1140361-22-2074 · File #: 333-262247

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

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

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