Stitch Fix, Inc. — Regulatory Filings 2022

Apr 19, 2022

S-8 1 a2022s-8registrationstatem.htm S-8 html PUBLIC "-//W3C//DTD HTML 4.01 Transitional//EN" "http://www.w3.org/TR/html4/loose.dtd" Document created using Wdesk Copyright 2022 Workiva Document

As filed with the Securities and Exchange Commission on April 19, 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

Stitch Fix, Inc.

(Exact name of registrant as specified in its charter)

Delaware	27-5026540
(State or other jurisdiction of Incorporation or organization)	(I.R.S. Employer Identification No.)

1 Montgomery Street, Suite 1500

San Francisco, California 94104

(Address of principal executive offices) (Zip code)

Stitch Fix, Inc. 2019 Inducement Plan

(Full title of the plan)

Elizabeth Spaulding

Chief Executive Officer

Stitch Fix, Inc.

1 Montgomery Street, Suite 1500

San Francisco, California 94104

(415) 882-7765

(Name and address of agent for service) (Telephone number, including area code, of agent for service)

Copies to:

Jodie Bourdet David Peinsipp Siana Lowrey Cooley LLP 3 Embarcadero Center, 20 th Floor San Francisco, California 94111 (415) 693-2000 Scott Darling Casey O’Connor Molly Johnson Stitch Fix, Inc. 1 Montgomery Street, Suite 1500 San Francisco, California 94104 (415) 882-7765

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ý	Accelerated filer ¨
Non-accelerated filer ¨ (Do not check if a smaller reporting company)	Smaller reporting company ¨
Emerging growth company ¨

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

The Registrant is filing this Registration Statement on Form S-8 for the purpose of registering 6,000,000 shares of Class A common stock issuable to eligible persons under the Registrant’s 2019 Inducement Plan (the “2019 Plan”), which Class A common stock is in addition to the shares of Class A common stock registered on the Registrant’s Form S-8 filed on October 25, 2019 (File No. 333-234323) and the Registrant’s Form S-8 filed on August 14, 2020 (File No. 333-246358) (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 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 Statements, to the extent relating to the registration of Class A common stock issuable under the 2019 Plan, are incorporated herein by reference and made part of this Registration Statement, except as amended hereby.

PART II

ITEM 8. EXHIBITS

Exhibit Number	Description	Incorporation by Reference — Form	File No.	Exhibit	Filing Date	Filed or Furnished Herewith
4.1	Amended and Restated Certificate of Incorporation of Stitch Fix, Inc.	8-K	001-38291	3.1	11/21/2017
4.2	Amended and Restated Bylaws of Stitch Fix, Inc.	8-K	001-38291	3.2	11/21/2017
4.3	Form of Class A Common Stock Certificate.	S-1/A	333-221014	4.1	11/6/2017
5.1	Opinion of Cooley LLP.					X
23.1	Consent of Cooley LLP (included in Exhibit 5.1).					X
23.2	Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.					X
24.1	Power of Attorney (included on the signature page).					X
99.1	Stitch Fix, Inc. 2019 Inducement Plan.					X
99.2	Forms of stock option grant notice, stock option agreement and notice of exercise under the Stitch Fix, Inc. 2019 Inducement Plan.	S-8	333-234323	99.2	10/25/2019
99.3	Forms of restricted stock unit grant notice and award agreement under the Stitch Fix, Inc. 2019 Inducement Plan.	S-8	333-234323	99.3	10/25/2019
107	Filing Fee Table					X

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 San Francisco, State of California, on April 19, 2022.

STITCH FIX, INC.

By:
Elizabeth Spaulding
Chief Executive Officer and Director

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Elizabeth Spaulding, Dan Jedda and Scott Darling, and each or any one of them, 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 their 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 file the same, with all exhibits 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 to be done in connection therewith, 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 any of them, 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 .

Name	Title	Date
/s/ Elizabeth Spaulding	Chief Executive Officer and Director	April 19, 2022
Elizabeth Spaulding	( Principal Executive Officer )
/s/ Dan Jedda	Chief Financial Officer	April 19, 2022
Dan Jedda	( Principal Financial Officer )
/s/ Sarah Barkema	Vice President, Chief Accounting Officer	April 19, 2022
Sarah Barkema	( Principal Accounting Officer )
/s/ Steven Anderson	Director	April 19, 2022
Steven Anderson
/s/ J. William Gurley	Director	April 19, 2022
J. William Gurley
/s/ Katrina Lake	Founder and Director	April 19, 2022
Katrina Lake
/s/ Kirsten Lynch	Director	April 19, 2022
Kirsten Lynch
/s/ Sharon McCollam	Director	April 19, 2022
Sharon McCollam
/s/ Neal Mohan	Director	April 19, 2022
Neal Mohan
/s/ Michael Smith	Director	April 19, 2022
Michael Smith
/s/ Mikkel Svane	Director	April 19, 2022
Mikkel Svane
/s/ Elizabeth Williams	Director	April 19, 2022
Elizabeth Williams