Form S-8 WW INTERNATIONAL, INC.
As filed with the Securities and Exchange Commission on May 18, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WW INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Virginia | 11-6040273 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
675 Avenue of the Americas, 6th Floor
New York, New York 10010
(Address and zip code of principal executive offices)
Third Amended and Restated WW International, Inc. 2014 Stock Incentive Plan
(Full title of the plan)
Michael F. Colosi, Esq.
WW International, Inc.
675 Avenue of the Americas, 6th Floor
New York, New York 10010
(212) 589-2700
(Name, address and telephone number, including area code, of agent for service)
Copy to:
Kenneth Wallach, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
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. ☐
CALCULATION OF REGISTRATION FEE
| ||||||||
Title of securities to be registered |
Amount to be registered (a) |
Proposed maximum offering price per share (b) |
Proposed offering price (b) |
Amount of registration fee (b) | ||||
Common Stock, no par value per share |
4,000,000 | $37.045 | $148,180,000 | $16,167 | ||||
| ||||||||
|
(a) | Covers an aggregate of 4,000,000 shares of common stock, no par value (the Common Stock), of WW International, Inc. (the Registrant), approved for issuance under the Third Amended and Restated WW International, Inc. 2014 Stock Incentive Plan (the 2014 Stock Incentive Plan) and, pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act), this Registration Statement on Form S-8 (the Registration Statement) also covers an indeterminate number of additional shares of Common Stock that may become issuable under the 2014 Stock Incentive Plan to prevent dilution by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration, which results in an increase in the number of the Registrants outstanding shares of Common Stock. |
(b) | Pursuant to Rule 457(h)(1) and Rule 457(c) under the Securities Act, the proposed maximum offering price per share and the proposed maximum aggregate offering price are estimated for the purpose of calculating the amount of registration fee and are based on the average of the high and low prices of shares of Common Stock as reported on The Nasdaq Stock Market LLC on May 11, 2021. |
EXPLANATORY NOTE
In accordance with General Instruction E of Form S-8, this Registration Statement is registering additional securities of the same class as registered under the effective Registration Statements of the Registrant on Form S-8, File Nos. 333-195800 and 333-217835, filed by the Registrant with the Securities and Exchange Commission (the Commission) on May 8, 2014 and May 10, 2017, respectively (the Earlier Registration Statements). The contents of the Earlier Registration Statements are hereby incorporated by reference, except that the provisions contained in Part II of such earlier registration statements are modified as set forth in this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. | Incorporation of Documents by Reference. |
The following documents that the Registrant has filed with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the Exchange Act), are hereby incorporated by reference in this Registration Statement:
(a) | the Registrants Annual Report on Form 10-K for the fiscal year ended January 2, 2021, filed on February 25, 2021, as amended by the Registrants Amendment No. 1 on Form 10-K/A for the fiscal year ended January 2, 2021, filed on March 30, 2021; |
(b) | the Registrants Quarterly Report on Form 10-Q for the quarterly period ended April 3, 2021, filed on May 5, 2021; |
(c) | the Registrants Current Reports on Form 8-K, filed on March 31, 2021, April 1, 2021, April 13, 2021, and May 12, 2021; and |
(d) | the description of the Registrants Common Stock, incorporated by reference to Exhibit 4.3 to the Registrants Annual Report on Form 10-K for the fiscal year ended December 28, 2019, filed on February 25, 2020, including any further amendment or report filed for the purpose of updating such description. |
All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold (other than those furnished pursuant to Item 2.02 or Item 7.01 of Form 8-K or other information furnished to the Commission), shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in this Registration Statement or in a document incorporated or deemed to be incorporated by reference in this Registration Statement shall be deemed modified or superseded for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement or in any subsequently filed document which also is or is deemed to be incorporated by reference in this Registration Statement modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as modified or superseded, to constitute a part of this Registration Statement.
Item 8. | Exhibits. |
The following exhibits are filed as part of this Registration Statement:
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 Millbrook, and State of New York, on the 18th day of May, 2021.
WW INTERNATIONAL, INC. | ||
(Registrant) | ||
By: | /s/ Mindy Grossman | |
Name: | Mindy Grossman | |
Title: | President, Chief Executive Officer and Director |
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Mindy Grossman, Amy OKeefe, Nicolas P. Hotchkin and Michael F. Colosi, and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, in connection with this Registration Statement, to sign any and all amendments or supplements to this Registration Statement, including any and all stickers and post-effective amendments, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and any applicable securities exchange or securities self-regulatory body, and does hereby grant 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 any 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 of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated and on the 18th day of May, 2021.
Signature |
Title | |||
/s/ Mindy Grossman |
President, Chief Executive Officer and Director | |||
Mindy Grossman | (Principal Executive Officer) | |||
/s/ Amy OKeefe |
Chief Financial Officer | |||
Amy OKeefe | (Principal Financial Officer) | |||
/s/ Amy Kossover |
Chief Accounting Officer, Senior Vice President and Corporate Controller | |||
Amy Kossover | (Principal Accounting Officer) | |||
/s/ Raymond Debbane |
Director | |||
Raymond Debbane |
Signature |
Title | |||
/s/ Steven M. Altschuler |
Director | |||
Steven M. Altschuler | ||||
/s/ Julie Bornstein |
Director | |||
Julie Bornstein | ||||
/s/ Tracey D. Brown |
Director | |||
Tracey D. Brown | ||||
/s/ Jennifer Dulski |
Director | |||
Jennifer Dulski | ||||
/s/ Jonas M. Fajgenbaum |
Director | |||
Jonas M. Fajgenbaum | ||||
/s/ Denis F. Kelly |
Director | |||
Denis F. Kelly | ||||
/s/ Julie Rice |
Director | |||
Julie Rice | ||||
/s/ Thilo Semmelbauer |
Director | |||
Thilo Semmelbauer | ||||
/s/ Christopher J. Sobecki |
Director | |||
Christopher J. Sobecki | ||||
/s/ Oprah Winfrey |
Director | |||
Oprah Winfrey |
Exhibit 5.1
HUNTON ANDREWS KURTH LLP FILE NO: 056980.0000001 | ||
May 18, 2021 |
WW International, Inc.
675 Avenue of the Americas, 6th Floor
New York, New York 10010
Registration Statement on Form S-8
WW International, Inc.
Third Amended and Restated 2014 Stock Incentive Plan
Ladies and Gentlemen:
We have acted as Virginia counsel to WW International, Inc., a Virginia corporation (the Company), in connection with the Registration Statement on Form S-8 (the Registration Statement), as filed by the Company with the Securities and Exchange Commission (the Commission) on the date hereof pursuant to the Securities Act of 1933, as amended (the Securities Act), to register 4,000,000 shares of the Companys common stock (the Shares), no par value per share, issuable pursuant to the Companys Third Amended and Restated 2014 Stock Incentive Plan (the Plan), as referenced in the Registration Statement.
This opinion letter is being furnished in accordance with the requirements of Item 8(a) of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.
In connection with the foregoing, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such records, certificates of officers of the Company and public officials and such other documents as we have deemed necessary for the purposes of rendering this opinion letter, including (i) the Companys Amended and Restated Articles of Incorporation, as amended through the date hereof, (ii) the Companys Amended and Restated Bylaws, as amended through the date hereof, (iii) the Registration Statement, (iv) resolutions of the Companys Board of Directors approving the Plan and authorizing the registration and the issuance of the Shares and (v) a certificate issued by the Clerk of the State Corporation Commission of the Commonwealth of Virginia on the date hereof to the effect that the Company is existing under the laws of the Commonwealth of Virginia and in good standing (the Good Standing Certificate).
For purposes of the opinions expressed below, we have assumed (i) the authenticity of all documents submitted to us as originals, (ii) the conformity to the originals of all documents submitted as certified, photostatic or electronic copies and the authenticity of the originals thereof, (iii) the legal capacity of natural persons and (iv) the genuineness of signatures not witnessed by us.
ATLANTA AUSTIN BANGKOK BEIJING BOSTON BRUSSELS CHARLOTTE DALLAS DUBAI HOUSTON LONDON
LOS ANGELES MIAMI NEW YORK NORFOLK RICHMOND SAN FRANCISCO THE WOODLANDS TOKYO TYSONS WASHINGTON, DC
www.HuntonAK.com
WW International, Inc.
May 18, 2021
Page 2
As to factual matters, we have relied upon the documents furnished to us by the Company, the certificates and other comparable documents of officers and representatives of the Company, statements made to us in discussions with the Companys management and certificates of public officials, without independent verification of their accuracy.
We do not purport to express an opinion on any laws other than the laws of the Commonwealth of Virginia.
Based upon the foregoing and the further qualifications stated below, we are of the opinion that:
1. The Company is a corporation validly existing and in good standing under the laws of the Commonwealth of Virginia.
2. The Shares have been duly authorized and, when and to the extent issued in accordance with the terms of the Plan and any award agreement entered into under the Plan, the Shares will be validly issued, fully paid and nonassessable.
The opinion set forth in paragraph 1 above as to the valid existence and good standing of the Company is based solely upon our review of the Good Standing Certificate.
We hereby consent to the filing of this opinion letter with the Commission as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.
This opinion letter is rendered as of the date hereof, and we disclaim any obligation to advise you of facts, circumstances, events or developments that hereafter may be brought to our attention and that may alter, affect or modify the opinions expressed herein. This opinion letter is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any matters beyond the matters expressly set forth herein.
Very truly yours,
/s/ Hunton Andrews Kurth LLP
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of WW International, Inc. of our report dated February 25, 2021, relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in WW International, Inc.s Annual Report on Form 10-K/A for the year ended January 2, 2021.
/s/ PricewaterhouseCoopers LLP |
New York, New York |
May 18, 2021 |
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