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Form S-8 Wayfair Inc.

February 24, 2022 5:06 PM

Registration No. 333-______  
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

 
FORM S-8
 
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 

 
Wayfair Inc.
(Exact name of registrant as specified in its charter)
 
Delaware 36-4791999
(State or other jurisdiction of
incorporation or organization)		 (I.R.S. Employer
Identification Number)
 
4 Copley Place
Boston, MA 02116
(Address, including zip code, of registrant’s principal executive offices)
 

 
2014 Incentive Award Plan
(Full Title of the Plan)
 

 
Niraj Shah
Chief Executive Officer
Wayfair Inc.
4 Copley Place
Boston, MA 02116
(617) 532-6100
(Name, address, including zip code, and 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.
 
Large accelerated filer    x
 
Accelerated filer    o
Non-accelerated filer    o
 
Smaller reporting company    o
Emerging growth company    o
 
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. o



REGISTRATION OF ADDITIONAL SHARES
PURSUANT TO GENERAL INSTRUCTION E
 
This Registration Statement on Form S-8 is being filed to register an additional 2,096,854 shares of Class A common stock, $0.001 par value per share, of Wayfair Inc. (the "Registrant"), to be issued under the Registrant’s 2014 Incentive Award Plan (the "2014 Plan"). Pursuant to General Instruction E to Form S-8, the contents of the prior registration statement on Form S-8, File No. 333-199236 (filed with the Securities and Exchange Commission on October 9, 2014), relating to the 2014 Plan, are incorporated herein by reference, except to the extent supplemented or amended or superseded by the information set forth herein.
 




PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.         Exhibits.
Exhibit Number Description of Exhibit
4.1 
4.2 
4.3
5.1+ 
23.1+ 
23.2+ 
24.1+ 
99.1 
99.2
99.3
99.4
99.5
107+

+            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 Boston, Massachusetts, on this 24th day of February, 2022.
 
 WAYFAIR INC.
  
 By:/s/ Niraj Shah
  Niraj Shah
  Chief Executive Officer and President
 


POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officers and directors of the Registrant do hereby constitute and appoint Niraj Shah, Michael Fleisher and Enrique Colbert, and each of them, with full power of substitution and full power to act without the other, his or her true and lawful attorney-in-fact and agent to act for him or her in his or her name, place and stead, in any and all capacities, to sign, date and file any and all amendments (including post-effective amendments) to this Registration Statement, and to date and file this Registration Statement, with all 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 and necessary to be done to the end that such Registration Statement or Registration Statements shall comply with the Securities Act of 1933, as amended, and the applicable Rules and Regulations adopted or issued pursuant thereto, as fully and to all intents and purposes as he or she might or could do in person, and generally to do all such things on their behalf in their capacities as officers and directors to enable the Registrant to comply with the provisions of the Securities Act of 1933, and all requirements of the Securities and Exchange Commission.
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
 
Signature Title Date
     
/s/ Niraj Shah Chief Executive Officer and President,
Co-Founder and Director		 February 24, 2022
Niraj Shah (Principal Executive Officer)  
     
/s/ Michael Fleisher Chief Financial Officer February 24, 2022
Michael Fleisher (Principal Financial and Accounting Officer)  
     
/s/ Steven Conine Co-Founder and Director February 24, 2022
Steven Conine    
     
/s/ Michael Choe Director February 24, 2022
Michael Choe    
     
/s/ Andrea Jung Director February 24, 2022
Andrea Jung  
     
/s/ Jeremy King Director February 24, 2022
Jeremy King  
     
/s/ Michael Kumin Director February 24, 2022
Michael Kumin  
/s/ Jeffrey NaylorDirectorFebruary 24, 2022
Jeffrey Naylor   
/s/ Anke SchäferkordtDirectorFebruary 24, 2022
Anke Schäferkordt
/s/ Michael E. Sneed Director February 24, 2022
Michael E. Sneed  



Exhibit 107
Calculation of Filing Fee Tables

Form S-8
(Form Type)

Wayfair Inc.
(Exact name of Registrant as Specified in its Charter)



Table 1 – Newly Registered Securities

 
Security TypeSecurity Class Type Fee Calculation Rule Amount Registered (1)Proposed Maximum Offering Price Per UnitMaximum Aggregate Offering PriceFee RateAmount of Registration Fee
EquityClass A common stock, par value $0.001 par value per share reserved for issuance pursuant to the 2014 PlanOther (2)2,096,854 (3)$124.16 $260,345,392.64 0.00009270 $24,134.02 
Total Offering Amounts$260,345,392.64 $24,134.02 
Total Fees Previously Paid$— 
Total Fee Offsets$— 
Net Fee Due$24,134.02 
(1)
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 Registrant's Class A common stock that become issuable under the Registrant’s 2014 Incentive Award Plan (the “2014 Plan”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration which would increase the number of outstanding shares of the Registrant's Class A common stock.
(2)Estimated in accordance with Rules 457(c) and (h) of the Securities Act solely for the purpose of calculating the registration fee on the basis of $124.16 per share, which is the average of the high and low prices of the Registrant's Class A common stock as reported on the New York Stock Exchange on February 22, 2022, which date is within five (5) business days prior to filing this Registration Statement.
(3)Represents an additional 2,096,854 shares of the Registrant’s Class A common stock issuable under the 2014 Plan.




wayfair2020evergreens_imag.jpg
Goodwin Procter LLP
100 Northern Avenue
Boston, MA 02210

goodwinlaw.com
+1 617 570 1000
+1 617 523 1231

Exhibit 5.1
 
February 24, 2022
    
Wayfair Inc.
4 Copley Place
Boston, Massachusetts 02116
Re: Securities Being Registered under Registration Statement on Form S-8
We have acted as counsel to you in connection with your filing of a Registration Statement on Form S-8 (the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), on or about the date hereof relating to an aggregate of 2,096,854 shares (the “Shares”) of Class A common stock, $0.001 par value per share, of Wayfair Inc., a Delaware corporation (the “Company”), that may be issued pursuant to the Company’s 2014 Incentive Award Plan (the “Plan”).

We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinion set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.

The opinion set forth below is limited to the Delaware General Corporation Law.

For purposes of the opinion set forth below, we have assumed that no event occurs that causes the number of authorized shares of the Class A common stock available for issuance by the Company to be less than the number of then unissued Shares.

Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, upon issuance and delivery against payment therefor in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable.

We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.
Very truly yours,
/s/ Goodwin Procter LLP
GOODWIN PROCTER LLP


Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2014 Incentive Award Plan of Wayfair Inc. of our reports dated February 24, 2022, with respect to the consolidated financial statements of Wayfair Inc. and the effectiveness of internal control over financial reporting of Wayfair Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2021, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Boston, Massachusetts
February 24, 2022


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