As filed with the Securities and Exchange Commission on March 17, 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
LifeStance Health Group, Inc.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 86-1832801 | |
| ( State or Other Jurisdiction of Incorporation or Organization ) |
( I.R.S. Employer Identification No.) |
4800 N. Scottsdale Road, Suite 6000
Scottsdale, AZ 85251
(425) 279-8500
(Address of Principal Executive Offices) (Zip Code)
LifeStance Health Group, Inc. 2021 Equity Incentive Plan
LifeStance Health Group, Inc. 2021 Employee Stock Purchase Plan
(Full Title of the Plans)
Michael K. Lester
President and Chief Executive Officer
LifeStance Health Group, Inc.
4800 N. Scottsdale Road, Suite 6000
Scottsdale, AZ 85251
(425) 279-8500
(Name, Address and Telephone Number of Agent for Service)
with copies to:
| Thomas Fraser Ropes & Gray LLP Prudential Tower 800 Boylston Street Boston, MA 02199-3600 (617) 951-7000 |
Ryan Pardo Chief Legal Officer and Secretary LifeStance Health Group, Inc. 10655 NE 4th St #901 Bellevue, WA 98004 (425) 279-8500 |
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
This Registration Statement on Form S-8 registers additional shares of the Registrant’s common stock, par value $0.01 per share (the “Common Stock”), under the LifeStance Health Group, Inc. 2021 Equity Incentive Plan (the “2021 Plan”) and the LifeStance Health Group, Inc. 2021 Employee Stock Purchase Plan (the “ESPP”).
The number of shares of Common Stock reserved and available for issuance under the 2021 Plan is subject to an automatic annual increase on January 1st of each year beginning in 2022 and continuing through and including 2031 by the lesser of (i) five percent (5%) of the number of shares of Common Stock outstanding as of the close of business on the immediately preceding December 31st and (ii) the number of shares of Common Stock determined by the Board of Directors of the Registrant (the “Board”) on or prior to such date for such year. On January 1, 2022, the number of shares of Common Stock reserved and available for issuance under the 2021 Plan increased by 18,712,747 shares.
The number of shares of Common Stock reserved and available for issuance under the ESPP is subject to an automatic annual increase on January 1st of each year beginning in 2022 and continuing through and including 2031 by the lesser of (i) one percent (1%) of the number of shares of Common Stock outstanding as of the close of business on the immediately preceding December 31st and (ii) the number of shares of Common Stock determined by the Board on or prior to such date for such year, up to a maximum of 42,500,000 shares in the aggregate. On January 1, 2022, the number of shares of Common Stock reserved and available for issuance under the ESPP increased by 3,742,549 shares.
This Registration Statement on Form S-8 registers these additional 22,455,296 shares of Common Stock. The additional shares are of the same class as other securities relating to the plans for which the Registrant’s registration statement filed on Form S-8 (Registration No. 333-257086) on June 14, 2021 is effective. The information contained in the Registrant’s registration statement on Form S-8 (Registration No. 333-257086) is hereby incorporated by reference pursuant to General Instruction E.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 8. | Exhibits. |
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 Scottsdale, State of Arizona, on March 17, 2022.
| LIFESTANCE HEALTH GROUP, INC. | ||
| By: | /s/ Michael K. Lester | |
| Name: | Michael K. Lester | |
| Title: | President and Chief Executive Officer | |
* * *
SIGNATURES & POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Michael K. Lester, J. Michael Bruff, and Ryan Pardo, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them singly, for him and in his name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8 of LifeStance Health Group, Inc., and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting to the attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in or about the premises, as full to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that the attorneys-in-fact and agents or any of each 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, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Michael K. Lester Michael K. Lester |
President, Chief Executive Officer, and Director (Principal Executive Officer) |
March 17, 2022 | ||
| /s/ J. Michael Bruff |
Chief Financial Officer | March 17, 2022 | ||
| J. Michael Bruff | (Principal Financial Officer and Principal Accounting Officer) | |||
| /s/ Robert Bessler |
Director | March 17, 2022 | ||
| Robert Bessler | ||||
| /s/ Darren Black |
Director | March 17, 2022 | ||
| Darren Black | ||||
| /s/ Jeffrey Crisan |
Director | March 17, 2022 | ||
| Jeffrey Crisan | ||||
| /s/ William Miller |
Director | March 17, 2022 | ||
| William Miller | ||||
| /s/ Jeffrey Rhodes |
Director | March 17, 2022 | ||
| Jeffrey Rhodes | ||||
| /s/ Eric Shuey |
Director | March 17, 2022 | ||
| Eric Shuey | ||||
| /s/ Seema Verma |
Director | March 17, 2022 | ||
| Seema Verma | ||||
| /s/ Katherine Wood |
Director | March 17, 2022 | ||
| Katherine Wood | ||||