As filed with the Securities and Exchange Commission on March 25, 2021
Registration No. 333-253134
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CRICUT, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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87-0282025 |
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(State or other jurisdiction of |
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(I.R.S. Employer |
Cricut, Inc.
10855 South River Front Parkway
South Jordan, Utah 84095
(385) 351-0633
(Address of principal executive offices, including zip code)
Cricut, Inc. 2021 Equity Incentive Plan
Cricut, Inc. 2021 Employee Stock Purchase Plan
Stand-Alone Option Awards
(Full title of the plan)
Ashish Arora
Chief Executive Officer
10855 South River Front Parkway
South Jordan, Utah 84095
(385) 351-0633
Copies to:
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Katharine A. Martin Rezwan D. Pavri Richard C. Blake Wilson Sonsini Goodrich & Rosati, Professional Corporation 650 Page Mill Road Palo Alto, California 94304 (650) 493-9300 |
Martin F. Petersen, Chief Financial Officer Donald B. Olsen, Executive Vice President, General Counsel and Secretary Cricut, Inc. 10855 South River Front Parkway South Jordan, Utah 84095 (385) 351-0633 |
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.
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Large accelerated filer |
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☐ |
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Accelerated filer |
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☐ |
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Non-accelerated filer |
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☒ |
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Smaller reporting company |
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☐ |
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Emerging growth company |
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☒ |
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
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Title of Securities to be Registered |
Amount |
Proposed |
Proposed |
Amount of |
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Class A Common Stock, $0.001 par value per share: |
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—Cricut, Inc. 2021 Equity Incentive Plan |
35,300,000(2) |
$20.00(5) |
$706,000,000.00 |
$77,024.60 |
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—Cricut, Inc. 2021 Employee Stock Purchase Plan |
4,000,000(3) |
$17.00(6) |
$68,000,000.00 |
$7,418.80 |
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Class B Common Stock, $0.001 par value per share: |
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—Stand-Alone Option Awards |
542,000(4) |
$9.04(7) |
$4,899,680.00 |
$534.56 |
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TOTAL: |
39,842,000 |
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$778,899,680.00 |
$84,977.96 |
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(1) |
Pursuant to Rule 416(a) of the Securities Act of 1933, as amended, this Registration Statement covers any additional shares of the Registrant’s Class A common stock (“Class A common stock”) or the Registrant’s Class B common stock (“Class B common stock”) that become issuable under the Registrant’s 2021 Equity Incentive Plan (the “2021 Plan”), the Registrant’s 2021 Employee Stock Purchase Plan (the “2021 ESPP”) and the stand-alone option awards, by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration which results in an increase in the number of the outstanding shares of Class A common stock or Class B common stock. |
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(2) |
Represents 20,800,000 shares of Class A common stock reserved for issuance under the 2021 Plan and 14,500,000 shares of Class A common stock that may be issued under the 2021 Plan if shares of Class B common stock subject to Non-Plan Awards (as defined in the 2021 Plan) expire or otherwise terminate without having been exercised or issued in full, are tendered to or withheld by the Registrant for payment of an exercise price of a Non-Plan Award or for tax withholding obligations, or are forfeited to or repurchased by the Registrant due to failure to vest. |
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(3) |
Represents shares of Class A common stock reserved for issuance under the 2021 ESPP. |
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(4) |
Represents 542,000 shares of Class B common stock reserved for issuance upon the exercise of stand-alone option awards, all of which were granted pursuant to the form of Option Agreement. |
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(5) |
Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee on the basis of $20.00 per share, which is the initial public offering price per share of Class A common stock set forth on the cover page of the Registrant’s prospectus dated March 24, 2020 relating to its initial public offering. |
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(6) |
Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee on the basis of 85% of $20.00 per share, which is the initial public offering price per share of Class A common stock set forth on the cover page of the Registrant’s prospectus dated March 24, 2020 relating to its initial public offering. Pursuant to the 2021 ESPP, the purchase price of the shares of Class A common stock reserved for issuance thereunder will be 85% of the lower of the fair market value of Class A common stock on the Enrollment Date or the Exercise Date (as such terms are defined in the 2021 ESPP). |
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(7) |
Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee. The price of $9.04 represents the weighted-average exercise price for the outstanding stand-alone option awards. |
PART I
INFORMATION REQUIRED IN THE PROSPECTUS
The information specified in Item 1 and Item 2 of Part I of Form S-8 is omitted from this Registration Statement on Form S-8 (the “Registration Statement”) in accordance with the provisions of Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”) and the introductory note to Part I of Form S-8. The documents containing the information specified in Part I of Form S-8 will be delivered to the participants in the equity benefit plans covered by this Registration Statement as specified by Rule 428(b)(1) under the Securities Act.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Cricut, Inc. (the “Registrant”) hereby incorporates by reference into this Registration Statement the following documents previously filed with the Securities and Exchange SEC (the “SEC”):
(1) Amendment No. 3 to the Registrant’s Registration Statement on Form S-1 filed with the SEC on March 22, 2021 (File No. 333-253134), which contains the Registrant’s audited financial statements for the latest fiscal year for which such statements have been filed;
(2) The Registrant’s Prospectus dated March 24, 2021, to be filed with the SEC on or about March 25, 2021 pursuant to Rule 424(b) under the Securities Act, relating to the Registration Statement on Form S-1, as amended (File No. 333-253134); and
(2) The description of the Registrant’s Class A common stock contained in the Registrant’s Registration Statement on Form 8-A (File No. 001-40257) filed with the SEC on March 22, 2021, pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be 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 the rules of the SEC 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 for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also 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 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law (“DGCL”) authorizes a corporation’s board of directors to grant, and authorizes a court to award, indemnity to officers, directors and other corporate agents.
The Registrant’s amended and restated certificate of incorporation contains provisions that limit the liability of its directors for monetary damages to the fullest extent permitted by Delaware law. Consequently, the Registrant’s directors will not be personally liable to the Registrant or its stockholders for monetary damages for any breach of fiduciary duties as directors, except liability for the following:
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any breach of their duty of loyalty to the Registrant or its stockholders; |
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any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law; |
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unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the DGCL; or |
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any transaction from which they derived an improper personal benefit. |
Any amendment to, or repeal of, these provisions will not eliminate or reduce the effect of these provisions in respect of any act, omission or claim that occurred or arose prior to that amendment or repeal. If the DGCL is amended to provide for further limitations on the personal liability of directors of corporations, then the personal liability of their directors will be further limited to the greatest extent permitted by the DGCL.
In addition, the Registrant’s amended and restated bylaws provide that it will indemnify, to the fullest extent permitted by law, any person who is or was a party or is threatened to be made a party to any action, suit or proceeding by reason of the fact that he or she is or was one of its directors or officers or is or was serving at its request as a director or officer of another corporation, partnership, joint venture, trust or other enterprise. The Registrant’s amended and restated bylaws provide that it may indemnify to the fullest extent permitted by law any person who is or was a party or is threatened to be made a party to any action, suit or proceeding by reason of the fact that he or she is or was one of its employees or agents or is or was serving at its request as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The Registrant’s amended and restated bylaws also provide that it must advance expenses incurred by or on behalf of a director or officer in advance of the final disposition of any action or proceeding, subject to limited exceptions.
Further, the Registrant has entered into or will enter into indemnification agreements with each of its directors and executive officers that may be broader than the specific indemnification provisions contained in the DGCL. These indemnification agreements require the Registrant, among other things, to indemnify its directors and executive officers against liabilities that may arise by reason of their status or service. These indemnification agreements also require the Registrant to advance all expenses incurred by the directors and executive officers in investigating or defending any such action, suit or proceeding. The Registrant believes that these agreements are necessary to attract and retain qualified individuals to serve as directors and executive officers.
The limitation of liability and indemnification provisions that are included in the amended and restated certificate of incorporation, amended and restated bylaws and the indemnification agreements that the Registrant has entered into or will enter into with its directors and executive officers may discourage stockholders from bringing a lawsuit against its directors and executive officers for breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against its directors and executive officers, even though an action, if successful, might benefit the Registrant and other stockholders. Further, a stockholder’s investment may be adversely affected to the extent that the Registrant pay the costs of settlement and damage awards against directors and executive officers as required by these indemnification provisions. At present, the Registrant is not aware of any pending litigation or proceeding involving any person who is or was one of its directors, officers, employees or other agents or is or was serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, for which indemnification is sought, and the Registrant is not aware of any threatened litigation that may result in claims for indemnification.
The Registrant has obtained insurance policies under which, subject to the limitations of the policies, coverage is provided to its directors and executive officers against loss arising from claims made by reason of breach of fiduciary duty or other wrongful acts as a director or executive officer, including claims relating to public securities matters, and to the Registrant with respect to payments that may be made by the Registrant to these directors and executive officers pursuant to its indemnification obligations or otherwise as a matter of law.
Certain of the Registrant’s non-employee directors may, through their relationships with their employers, be insured and/or indemnified against certain liabilities incurred in their capacity as members of its board of directors.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
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(1) |
Incorporated by reference to Exhibit 4.1 filed with the Registrant’s Registration Statement on Form S-1 (Registration No. 333-253134), filed with the SEC on March 16, 2021. |
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(2) |
Incorporated by reference to Exhibit 10.9 filed with the Registrant’s Registration Statement on Form S-1 (Registration No. 333-253134), filed with the SEC on March 16, 2021. |
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(3) |
Incorporated by reference to Exhibit 10.20 filed with the Registrant’s Registration Statement on Form S-1 (Registration No. 333-253134), filed with the SEC on March 16, 2021. |
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(4) |
Incorporated by reference to Exhibit 10.22 filed with the Registrant’s Registration Statement on Form S-1 (Registration No. 333-253134), filed with the SEC on March 16, 2021. |
Item 9. Undertakings.
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A. |
The undersigned Registrant hereby undertakes: |
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(1) |
To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: |
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(i) |
To include any prospectus required by Section 10(a)(3) of the Securities Act; |
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(ii) |
To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and |
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(iii) |
To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement. |
Provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.
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(2) |
For the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
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(3) |
It will remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
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B. |
The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
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C. |
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
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 South Jordan, Utah, on the 25th day of March, 2021.
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CRICUT, INC. |
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By: |
/s/ Ashish Arora |
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Ashish Arora |
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Chief Executive Officer |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Ashish Arora, Martin F. Petersen and Donald B. Olsen, and each 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 on Form S-8, and to file the same, with all exhibits thereto and other documents in connection therewith, with the SEC, 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, this registration statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.
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Signature |
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Date |
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/s/ Ashish Arora Ashish Arora |
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Chief Executive Officer and Director (Principal Executive Officer) |
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March 25, 2021 |
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/s/ Martin F. Petersen Martin F. Petersen |
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Chief Financial Officer (Principal Financial Officer) |
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March 25, 2021 |
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/s/ Ryan Harmer |
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Controller |
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March 25, 2021 |
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Ryan Harmer |
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(Principal Accounting Officer) |
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/s/ Len Blackwell Len Blackwell |
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Director |
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March 25, 2021 |
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/s/ Steven Blasnik Steven Blasnik |
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Director |
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March 25, 2021 |
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/s/ Russell Freeman Russell Freeman |
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Director |
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March 25, 2021 |
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/s/ Jason Makler Jason Makler |
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Director and Chair of Board of Directors |
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March 25, 2021 |
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/s/ Melissa Reiff Melissa Reiff |
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Director |
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March 25, 2021 |
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/s/ Billie Williamson Billie Williamson |
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Director |
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March 25, 2021 |
Exhibit 5.1
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Wilson Sonsini Goodrich & Rosati 650 Page Mill Road o: 650.493.9300 |
Cricut, Inc.
10855 South River Front Parkway
South Jordan, UT 84095
Re: Registration Statement on Form S‑8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by Cricut, Inc., a Delaware corporation, with the Securities and Exchange Commission on or about the date hereof, relating to the registration under the Securities Act of 1933, as amended, of an aggregate of (i) 39,300,000 shares of your Class A common stock, par value $0.001 per share (the “Class A Shares”), consisting of: (a) 35,300,000 shares of Class A common stock to be issued under the 2021 Equity Incentive Plan (the “2021 EIP”); and (b) 4,000,000 shares of Class A common stock to be issued under the 2021 Employee Stock Purchase Plan (the “2021 ESPP,” and together with the 2021 EIP, the “Plans”) and (ii) 542,000 shares of your Class B common stock, par value $0.001 per share (the “Class B Shares” and together with the Class A Shares, the “Shares”), consisting of 542,000 shares of Class B common stock to be issued pursuant to stand-alone option awards, all of which were granted pursuant to the Cricut Holdings, LLC Option Agreement (the “Award”). As your legal counsel, we have reviewed the actions proposed to be taken by you in connection with the issuance and sale of the Shares to be issued under the Plans and pursuant to the Award, as applicable.
It is our opinion that the Shares, when issued and sold in the manner referred to in the Plans and pursuant to the agreements that accompany the Plans, or in the Award, as applicable, will be legally and validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration Statement, and further consent to the use of our name wherever appearing in the Registration Statement and any amendments thereto.
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Cricut, Inc.
March 25, 2021
Page 2
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati, P.C.
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
Cricut, Inc.
South Jordan, Utah
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 4, 2021 (except for the “Forward Stock Split” paragraph of Note 16, as to which the date is March 16, 2021), relating to the consolidated financial statements of Cricut, Inc. included in the Company’s Registration Statement on Form S-1 (333-253134), as amended.
/s/ BDO USA, LLP
Salt Lake City, Utah
March 25, 2021