Registration No. 333-__________
As filed with the Securities and Exchange Commission on January 17, 2025
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S‑8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CarParts.com, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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68-0623433
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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2050 W. 190th Street, Suite 400
Torrance, CA 90504
(Address of Principal Executive Offices) (Zip Code)
CarParts.com, Inc. 2016 Equity Incentive Plan
(Full title of the plan)
Alfredo Gomez
General Counsel
CarParts.com, Inc.
2050 W. 190th Street, Suite 400
Torrance, California 90504
(Name and address of agent for service)
(424) 702-1455
(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, 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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☐ |
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. ☐
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed by CarParts.com, Inc. (the “Company,” or “Registrant”) for the purpose of increasing the number of securities of the same class as other
securities for which a registration statement on Form S-8 relating to the same benefit plan is effective. This Registration Statement on Form S-8 registers the offer and sale of an additional 1,500,000 shares of Common Stock, par value $0.001 per
share, for issuance under the CarParts.com, Inc. 2016 Equity Incentive Plan (the “Plan”). The Registrant previously registered shares of Common Stock for issuance under the Plan on June 27, 2016 (Commission File No. 333-212256), March 14, 2017
(Commission File No. 333-216671), August 9, 2018 (Commission File No. 333-226736), July 22, 2020 (Commission File No. 333-239993), March 18, 2021 (Commission File No. 333-254457), January 20, 2022 (Commission File No. 333-262247), January 30, 2023
(Commission File No. 333-269461), and January 29, 2024 (Commission File No. 333-276734) (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 filed in accordance with General Instruction E to Form S-8. Accordingly, pursuant to General Instruction E, the Company hereby incorporates by reference herein the contents of the Prior Registration Statements and hereby
deems such contents to be a part hereof, except as otherwise updated or modified by this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. |
Incorporation of Documents by Reference.
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The following documents of CarParts.com, Inc. (the “Company”) filed with the Securities and Exchange Commission (the “Commission”) are incorporated herein by reference:
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the Company’s Annual Report on Form 10-K for
the fiscal year ended December 30, 2023;
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| (b) |
the Company’s definitive proxy statement on Schedule 14A filed on April 24, 2024, and Amended on April 26, 2024;
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| (c) |
the Company’s Quarterly Reports on Form 10-Q for the quarter ended March 30, 2024, June 29, 2024, and September 28, 2024;
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| (d) |
the Company’s Current Report on Form 8-K filed with the SEC on April 5, 2024, April 30, 2024, May 28, 2024, and September 20, 2024;
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| (e) |
the description of the Company’s Common Stock, par value $0.001 per share, as contained in the Registration Statement on Form 8‑A filed under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), as updated by the description of our Common Stock contained in Exhibit 4.2
to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, including any amendment or report filed under the Exchange Act for the purpose of updating such description.
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| (f) |
the description of the Company’s rights to purchase the Company’s Series B Junior Participating Preferred Stock under the Tax Benefits Preservation Plan, as contained in the Registration Statement on Form 8‑A filed under the Exchange Act, as amended on April 30, 2024.
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| Item 5. |
Interests of Named Experts and Counsel.
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The validity of the issuance of Common Stock registered hereby is passed on for the Company by Alfredo Gomez. Mr. Gomez is General Counsel of the Company and is compensated by
the Company as an employee. Mr. Gomez owns 600,745 shares of Common Stock, 734,085 restricted stock units that are payable in an equivalent number of shares of Common Stock (with performance-based restricted stock unit awards included at the target
level of performance), and Company stock options to acquire up to an additional 233,216 shares of Common Stock. Mr. Gomez is eligible to receive stock awards by the Company under the CarParts.com, Inc. 2016 Equity
Incentive Plan.
| Item 8. |
Exhibits.
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Exhibit
No.
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Description of Exhibit
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4.1
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4.2
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4.3
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4.7
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4.7
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4.9
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4.10
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5.1*
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23.1*
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23.2*
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24.1
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99.1
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99.2
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99.3
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99.4
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99.5
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99.6
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99.7
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107*
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* Filed herewith.
SIGNATURES
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 Torrance, State of California, on January 17, 2025.
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CARPARTS.COM, INC.
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By:
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/s/ David Meniane
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Name: David Meniane
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Title: Chief Executive Officer
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Each person whose signature appears below constitutes and appoints Alfredo Gomez, Ryan Lockwood and David Meniane, and each of them, acting individually and without the other, 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 his or her name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments,
exhibits thereto and other documents in connection therewith) 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 that said attorneys-in-fact and agents, or either of them individually, or their or his 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 has been signed below by the following persons in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ David Meniane
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Chief Executive Officer and Director
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January 17, 2025
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David Meniane
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(Principal Executive Officer)
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/s/ Ryan Lockwood
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Chief Financial Officer
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January 17, 2025
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Ryan Lockwood
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(Principal Financial Officer)
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/s/ Warren B. Phelps III
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Chairman of the Board
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January 17, 2025
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Warren B. Phelps III
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/s/ Jim Barnes
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Director
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January 17, 2025
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Jim Barnes
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/s/ Lisa Costa
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Director
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January 17, 2025
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Lisa Costa
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/s/ Jay K. Greyson
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Director
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January 17, 2025
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Jay K. Greyson
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/s/ Nanxi Liu
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Director
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January 17, 2025
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Nanxi Liu
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/s/ Ana Dutra
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Director
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January 17, 2025
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Ana Dutra
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/s/ Henry Maier
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Director
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January 17, 2025
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Henry Maier
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