As filed with the Securities and Exchange Commission on August 20, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
Sequential Brands Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware (State or Other Jurisdiction of Incorporation or Organization) | 47-4452789 (I.R.S. Employer Identification No.) | |
601 West 26th Street, 9th Floor | ||
New York, New York | 10001 | |
(Address of Principal Executive Offices) | (Zip Code) |
SEQUENTIAL BRANDS GROUP, INC. 2013 STOCK INCENTIVE COMPENSATION PLAN
(Full title of the plans)
David Conn
Chief Executive Officer
601 West 26th Street, 9th Floor
New York, NY 10001
(Name and address of agent for service)
(646) 564-2577
(Telephone Number, including area code, of agent for service)
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,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act (check one):
Large accelerated filer ¨ | Accelerated filer ¨ | |
Non-accelerated filer x | 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. ¨
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(3) | ||||||||
Common Stock, par value $0.01 | 62,500 | $6.12 | $382,500 | $49.65 | ||||||||
(1) | In addition to the number of shares of common stock, par value $0.01 (the “Common Stock”) of Sequential Brands Group, Inc. (“Sequential”) set forth in the table above, this Registration Statement on Form S-8 (this “Registration Statement”) covers an indeterminate number of options and other rights to acquire Common Stock, to be granted pursuant to the Sequential Brands Group, Inc. 2013 Stock Incentive Compensation Plan (the “2013 Plan”). Pursuant to Sequential’s one for 40 reverse stock split on July 23, 2020, the 2,500,000 shares of Common Stock approved for issuance under the 2013 Plan were reduced to 62,500 shares of Common Stock. |
(2) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Common Stock of the registrant that may become issuable under the 2013 Plan by reason of certain corporate transactions or events, including any stock dividend, stock split, recapitalization or any other similar transaction. |
(3) | Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) and Rule 457(h)(1) under the Securities Act based upon the average of the high and low prices of the Common Stock, as reported on the Nasdaq Stock Market on August 14, 2020. |
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EXPLANATORY NOTE
This Registration Statement on Form S-8 is filed by Sequential Brands Group, Inc. (“Sequential”), relating to up to 62,500 shares of Common Stock, which may be issued or sold pursuant to the Sequential Brands Group, Inc. 2013 Stock Incentive Compensation Plan (the “2013 Plan”). Pursuant to Sequential’s one for 40 reverse stock split on July 23, 2020, the 2,500,000 shares of Common Stock approved for issuance under the 2013 Plan were reduced to 62,500 shares of Common Stock. Pursuant to Rule 416 of the Securities Act, this Registration Statement also covers any additional shares of Sequential’s Common Stock that become issuable under the 2013 Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction.
In accordance with General Instruction E to Form S-8, and except as the same may be modified by the information set forth in this Registration Statement, Sequential hereby incorporates by reference the original Registration Statement on Form S-8 filed by the Company with the Securities and Exchange Commission (the “SEC”) on January 10, 2017 (File No. 333-215508).
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
As permitted by Rule 428 under the Securities Act, this Registration Statement omits the information specified in Part I of Form S-8. The documents containing the information specified in Part I of this Registration Statement on Form S-8 will be sent or given to each participant in each of the Plans as may be required by Rule 428(b) promulgated under the Securities Act. Such documents need not be filed with the SEC, either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 promulgated under the Securities Act. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act for each of the Plans.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
The following documents are filed as part of this Registration Statement or incorporated by reference herein:
* | Filed herewith |
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 New York, State of York, on August 19, 2020.
SEQUENTIAL BRANDS GROUP, INC. | ||
By: | /s/ David Conn | |
Name: | David Conn | |
Title: | Chief Executive Officer, Secretary and Director |
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KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints David Conn his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, supplements, subsequent registration statements relating to the offering to which this registration statement relates, or other instruments he deems necessary or appropriate, and to file the same, with 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 or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them, or their or his 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 by the following persons in the capacities and on the date indicated.
Signature/Name | Position | Date | ||
/s/ David Conn | Chief Executive Officer, Secretary and Director (Principal Executive Officer) | |||
David Conn | August 19, 2020 | |||
/s/ Daniel Hanbridge | Senior Vice President of Finance and Interim Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
| |||
Daniel Hanbridge
| August 19, 2020 | |||
/s/ William Sweedler | Director
| |||
William Sweedler | August 19, 2020 | |||
/s/ Al Gossett | Director | |||
Al Gossett | August 19, 2020 | |||
/s/ Aaron Hollander | Director | |||
Aaron Hollander | August 19, 2020 | |||
/s/ Gary A. Johnson | Director | |||
Gary A. Johnson | August 19, 2020 | |||
/s/ Stewart Leonard Jr. | Director | |||
Stewart Leonard Jr. | August 19, 2020 | |||
/s/ Martha Stewart | Director | |||
Martha Stewart | August 19, 2020 | |||
/s/ Silvia Mazzucchelli | Director | |||
Silvia Mazzucchelli | August 19, 2020 |
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