As filed with the Securities and Exchange Commission on September 1, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Petco Health and Wellness Company, Inc.
(Exact name of registrant as specified in its charter)
| Delaware |
81-1005932 | |
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
Petco Health and Wellness Company, Inc.
10850 Via Frontera
San Diego, California 92127
(Address of Principal Executive Offices, Zip Code)
Petco Health and Wellness Company, Inc. 2021 Equity Incentive Plan
(Full title of the plan)
Ilene Eskenazi
Chief Legal and Human Resources Officer and Secretary
Petco Health and Wellness Company, Inc.
10850 Via Frontera
San Diego, California 92127
(858) 453-7845
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With a copy to:
Krista P. Hanvey
Gibson, Dunn & Crutcher LLP
2001 Ross Avenue, Suite 2100
Dallas, TX 75201-2923
(214) 698-3100
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 | ☐ | 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
Pursuant to General Instruction E of Form S-8, this Registration Statement on Form S-8 is being filed by Petco Health and Wellness Company, Inc., a Delaware corporation (the “Registrant”), in order to register an additional 15,500,000 shares of its Class A common stock, par value $0.001 per share (the “Common Stock”), that may be issued under the Petco Health and Wellness Company, Inc. 2021 Equity Incentive Plan, as amended, which shares of Common Stock are securities of the same class and relate to the same plan as those shares registered on the Registrant’s Registration Statement on Form S-8 previously filed with the Securities and Exchange Commission (the “Commission”) on January 19, 2021 (File No. 333-252221), which is hereby incorporated by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 8. | Exhibits. |
| * | Filed herewith. |
2
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 San Diego California, on the 1st day of September, 2023.
| PETCO HEALTH AND WELLNESS COMPANY, INC. | ||
| By: | /s/ Ronald Coughlin, Jr. | |
| Name: | Ronald Coughlin, Jr. | |
| Title: | Chief Executive Officer | |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Ronald Coughlin, Jr., Brian LaRose, Ilene Eskenazi and Giovanni Insana and each of them (with full power to each of them to act alone), his or her true and lawful attorney-in-fact and agent, 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 or 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 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 said attorneys-in-fact and agents, or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date | ||
| /s/ Ronald Coughlin, Jr. Ronald Coughlin, Jr. |
Chief Executive Officer and Chairman (principal executive officer) |
September 1, 2023 | ||
| /s/ Brian LaRose Brian LaRose |
Chief Financial Officer (principal financial and accounting officer) |
September 1, 2023 | ||
| /s/ Cameron Breitner Cameron Breitner |
Director |
September 1, 2023 | ||
| /s/ Gary Briggs Gary Briggs |
Director |
September 1, 2023 | ||
| /s/ Nishad Chande Nishad Chande |
Director |
September 1, 2023 | ||
| /s/ Christy Lake Christy Lake |
Director |
September 1, 2023 | ||
| /s/ David Lubek David Lubek |
Director |
September 1, 2023 | ||
| /s/ R. Michael Mohan R. Michael Mohan |
Director |
September 1, 2023 | ||
| /s/ Sabrina Simmons Sabrina Simmons |
Director |
September 1, 2023 | ||
3
| /s/ Christopher J. Stadler Christopher J. Stadler |
Director |
September 1, 2023 | ||
| /s/ Mary Sullivan Mary Sullivan |
Director |
September 1, 2023 | ||
| /s/ Iris Yen Iris Yen |
Director |
September 1, 2023 | ||