As filed with the Securities and Exchange Commission on August 6, 2024
Registration No. 333–
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Olaplex Holdings, Inc.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
(State or other jurisdiction of incorporation or organization) | | 87-1242679
(I.R.S. Employer
Identification Number) |
432 Park Avenue South, Third Floor, New York, NY 10016
(Address, including zip code, of registrant’s principal executive offices)
Olaplex Holdings, Inc. 2021 Equity Incentive Plan
(Full title of the plan)
Amanda Baldwin
Chief Executive Officer
Olaplex Holdings, Inc.
432 Park Avenue South, Third Floor
New York, NY 10016
(310) 691-0776
(Name, address, including zip code, and telephone number, including area code, of agent for service)
with copies to:
Craig Marcus, Esq.
Ropes & Gray LLP
Prudential Tower
800 Boylston Street
(617) 951-7000
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 | ☐ | 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 $0.001 per share (the “Common Stock”), under the Olaplex Holdings, Inc. 2021 Equity Incentive Plan (the “2021 Plan”).
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 commencing in 2023 through and including 2031 by the lesser of (i) three percent (3%) of the number of shares of Common Stock outstanding as of such date 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, 2023, the number of shares of Common Stock reserved and available for issuance under the 2021 Plan increased by 19,502,741 shares, and on January 1, 2024, the number of shares of Common Stock reserved and available for issuance under the 2021 Plan increased by 19,821,958 shares.
This Registration Statement on Form S-8 registers these additional 39,324,699 shares of Common Stock. The additional shares are of the same class as the other securities subject to the 2021 Plan for which the Registrant’s registration statement filed on Form S-8 on October 4, 2021 (Registration No. 333-260016) is effective. The information contained in the Registrant’s registration statement on Form S-8 (Registration No. 333-260016) is hereby incorporated by reference pursuant to General Instruction E.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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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 New York, New York, on the 6th day of August, 2024.
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| Olaplex Holdings, Inc. |
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| By: | /s/ Amanda Baldwin |
| | Amanda Baldwin | |
| | Chief Executive Officer | |
SIGNATURES & POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Amanda Baldwin and John Duffy, and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them singly, for him or her and in his or her 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 Olaplex Holdings, 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 or she 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 indicated below on the 6th day of August, 2024.
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| Signature | | Title |
| /s/ Amanda Baldwin | | |
Amanda Baldwin
| | Chief Executive Officer and Director (Principal Executive Officer) |
| /s/ Paul Kosturos | | |
Paul Kosturos
| | Interim Chief Financial Officer (Principal Financial Officer) |
| /s/ Kristi Belhumeur | | |
Kristi Belhumeur
| | Senior Vice President, Accounting (Principal Accounting Officer) |
| /s/ John P. Bilbrey | | |
John P. Bilbrey
| | Executive Chair of the Board |
| /s/ Tricia Glynn | | |
Tricia Glynn
| | Lead Director |
| /s/ Christine Dagousset | | |
Christine Dagousset
| | Director |
| /s/ Deirdre Findlay | | |
Deirdre Findlay
| | Director |
| /s/ Janet Gurwitch | | |
Janet Gurwitch
| | Director |
| /s/ Martha Morfitt | | |
Martha Morfitt
| | Director |
| /s/ David Mussafer | | |
David Mussafer
| | Director |
| /s/ Emily White | | |
Emily White
| | Director |
| /s/ Michael White | | |
Michael White
| | Director |
| /s/ Paula Zusi | | |
Paula Zusi
| | Director |
Exhibit 107
Calculation of Filing Fee Tables
Form S-8
(Form Type)
Olaplex Holdings, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
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| Security Type | Security Class Title | Fee Calculation Rule | Amount Registered (1) | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee |
| Equity | Olaplex Holdings, Inc. 2021 Equity Incentive Plan - Common Stock, $0.001 par value | Other - 457(c) and 457(h) | 39,324,699 shares (2) | $2.01 (3) | $79,042,645 | $0.00014760 | $11,667 |
| Total Offering Amounts | | | $11,667 |
| Total Fee Offsets | | | N/A |
| Net Fee Due | | | $11,667 |
(1) Pursuant to Rule 416(a) of the Securities Act of 1933, as amended, this Registration Statement also covers an indeterminable number of additional shares of the registrant’s common stock that may become issuable pursuant to terms designed to prevent dilution resulting from share splits, share dividends or similar events.
(2) Represents increases to the number of shares available for issuance under the Olaplex Holdings, Inc. 2021 Equity Incentive Plan of 19,502,741 and 19,821,958, effective as of January 1, 2023 and January 1, 2024, respectively.
(3) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h) based on the average of the high ($2.10) and low ($1.92) prices of the Registrant’s Common Stock as reported on the Nasdaq Global Select Market on July 30, 2024.
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| ROPES & GRAY LLP PRUDENTIAL TOWER 800 BOYLSTON STREET BOSTON, MA 02199-3600 WWW.ROPESGRAY.COM | |
Exhibit 5.1
August 6, 2024
Olaplex Holdings, Inc.
432 Park Avenue South, Third Floor
New York, NY 10016
Ladies and Gentlemen:
This opinion letter is furnished to you in connection with the registration statement on Form S-8 (the “Registration Statement”), filed by Olaplex Holdings, Inc., a Delaware corporation (the “Company”), on the date hereof, with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), for the registration of an aggregate of 39,324,699 shares of Common Stock, $0.001 par value per share, of the Company (the “Shares”). The Shares are issuable under the Company’s 2021 Equity Incentive Plan (the “Plan”).
We are familiar with the actions taken by the Company in connection with the adoption of the Plan. We have examined such certificates, documents and records and have made such investigation of fact and such examination of law as we have deemed appropriate in order to enable us to render the opinions set forth herein. In conducting such investigation, we have relied, without independent verification, upon certificates of officers of the Company, public officials and other appropriate persons.
The opinions expressed below are limited to the Delaware General Corporation Law.
Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly authorized and, when the Shares have been issued and sold in accordance with the terms of the Plan, the Shares will be validly issued, fully paid and nonassessable.
Olaplex Holdings, Inc. - 2 -
We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement. In giving such consent, we do not thereby 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/ Ropes & Gray LLP
Ropes & Gray LLP
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated February 29, 2024, relating to the financial statements of Olaplex Holdings, Inc. and the effectiveness of Olaplex Holdings, Inc.'s internal control over financial reporting, appearing in the Annual Report on Form 10-K of Olaplex Holdings, Inc. for the year ended December 31, 2023.
/s/ Deloitte & Touche LLP
August 6, 2024
Los Angeles, California
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