S-8


As filed with the Securities and Exchange Commission on March 10, 2016
Registration No. 333-                
 
 _________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
_________________________________________________________________ 
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
_________________________________________________________________ 
U.S. Auto Parts Network, Inc.
(Exact name of registrant as specified in its charter)
 
 _________________________________________________________________
 
 
 
 
Delaware
 
68-0623433
(State or other jurisdiction of
incorporation or organization)
 
(IRS Employer
Identification No.)
 
 
16941 Keegan Avenue, Carson, California
 
90746
(Address of principal executive offices)
 
(Zip code)
 
_________________________________________________________________
 
U.S. Auto Parts Network, Inc. 2007 Omnibus Incentive Plan
(Full title of the plan)
 
_________________________________________________________________ 
 
 
 
 
Shane Evangelist
Chief Executive Officer
U.S. Auto Parts Network, Inc.
16941 Keegan Avenue
Carson, California 90746
(Name and Address of agent for service)
  
With a copy to:
Matthew T. Browne, Esq.
Nathan J. Nouskajian, Esq.
Cooley LLP
4401 Eastgate Mall
San Diego, California 92121
(858) 550-6000
(310) 735-0085
(Telephone number, including area code, of agent for service)
 





 _________________________________________________________________
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer
¨
 
  
Accelerated filer
 
¨
 
 
 
 
Non-accelerated filer
ý
(Do not check if a smaller reporting company)
  
Smaller reporting company
 
¨
 
_________________________________________________________________ 
CALCULATION OF REGISTRATION FEE
 
Title of securities
to be registered
 
Amount
to be
registered(1)
 
Proposed
maximum
offering price
per share(2)
 
Proposed
maximum
aggregate
offering price(2)
 
Amount of
registration fee
Common stock, $0.001 par value, issuable pursuant to the U.S. Auto Parts Network, Inc. 2007 Omnibus Incentive Plan
1,500,000 shares (3)
 
$3.03
 
$4,537,500
 
$457

(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 Registrant’s common stock (the “Common Stock”) that become issuable under the U.S. Auto Parts Network, Inc. 2007 Omnibus Incentive Plan (the “2007 Plan”) by reason of any stock dividend, stock split, recapitalization or other similar transaction.
(2)
This estimate is made pursuant to Rule 457(c) and Rule 457(h)(1) of the Securities Act solely for purposes of calculating the registration fee. The price per share and aggregate offering price are based upon the average of the high and low prices of the Common Stock on March 9, 2016, as reported on the Nasdaq Stock Market.
(3)
Represents shares of Common Stock that were automatically added to the shares authorized for issuance under the 2007 Plan on January 3, 2016 pursuant to an “evergreen” provision contained in the 2007 Plan. Pursuant to such provision, on the first day of each fiscal year commencing in 2008 and ending on January 1, 2017, the number of shares authorized for issuance under the 2007 Plan is automatically increased by a number equal to the lesser of (i) 1,500,000 shares of Common Stock, (ii) 5% of the number of shares of Common Stock outstanding on the last day of the immediately preceding fiscal year or (iii) a lesser number of shares of Common Stock that may be determined each year by the Registrant’s Board of Directors.
 
 _________________________________________________________________






INCORPORATION BY REFERENCE OF
CONTENTS OF REGISTRATION STATEMENTS ON FORM S-8
This Registration Statement on Form S-8 is being filed 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 for issuance under the 2007 Plan. The Registrant previously registered shares of Common Stock for issuance under the 2007 Plan on May 12, 2015 (File No. 333-204096), May 2, 2011 (File No. 333-173851), March 16, 2010 (File No. 333-165493), March 26, 2009 (File No. 333-158224), March 28, 2008 (File No. 333-149973) and May 23, 2007 (File No. 333-143179). Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of the Registration Statements referenced above.
 
Item 8.
Exhibits.
 
Exhibit
No.
  
Description
  
Where Located
 
 
 
4.1
  
Second Amended and Restated Certificate of Incorporation of the Registrant
  
Incorporated by reference to Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on April 2, 2007
 
 
 
4.2
  
Amended and Restated Bylaws of the Registrant
  
Incorporated by reference to Exhibit 3.2 to the Registrant’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on April 2, 2007
 
 
 
 
 
4.3
 
Amendment to Amended and Restated Bylaws of the Registrant
 
Incorporated by reference to Exhibit 3.4 to the Registrant’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 10, 2016
 
 
 
4.4
  
Certificate of Designation, Preferences and Rights of the Series A Convertible Preferred Stock of the Registrant
  
Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 25, 2013
 
 
 
4.5
  
Specimen common stock certificate
  
Incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-138379), initially filed with the Securities and Exchange Commission on November 2, 2006, as amended
 
 
 
5.1
  
Opinion of Cooley LLP
  
Filed herewith
 
 
 
23.1
  
Consent of RSM LLP
  
Filed herewith
 
 
 
 
 
23.2
 
Consent of Deloitte & Touche LLP
  
Filed herewith
 
 
 
23.3
  
Consent of Cooley LLP (contained in Exhibit 5.1 to this registration statement)
  
Filed herewith
 
 
 
24.1
  
Power of Attorney (included in the signature pages to this registration statement)
  
Filed herewith
 
 
 
99.1
  
U.S. Auto Parts Network, Inc. 2007 Omnibus Incentive Plan and forms of agreements thereunder
  
Incorporated by reference to Exhibit 10.5 to the Registrant’s Registration Statement on Form S-1 (File No. 333-138379), initially filed with the Securities and Exchange Commission on November 2, 2006, as amended





SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Carson, State of California on March 10, 2016.
 
 
 
U.S. AUTO PARTS NETWORK, INC.
 
 
By:
 
/s/ Shane Evangelist
 
 
Shane Evangelist
 
 
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that each of the undersigned officers and directors does hereby constitute and appoint Shane Evangelist and Neil Watanabe, and each of them, as his true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him and in his name, place or stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), 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 and 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 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 of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated below.
 
 
 
 
 
 
Signature
  
Title
 
Date
 
 
 
/s/ Shane Evangelist
Shane Evangelist
  
Chief Executive Officer and Director
(principal executive officer)
 
March 10, 2016
 
 
 
/s/ Neil Watanabe
Neil Watanabe
  
Chief Financial Officer
(principal financial and accounting officer)
 
March 10, 2016
 
 
 
/s/ Robert J. Majteles
Robert J. Majteles
  
Chairman of the Board
 
March 10, 2016
 
 
 
/s/ Joshua L. Berman
Joshua L. Berman
  
Director
 
March 10, 2016
 
 
 
/s/ Frederic W. Harman
Frederic W. Harman
  
Director
 
March 10, 2016
 
 
 
/s/ Jay K. Greyson
Jay K. Greyson
  
Director
 
March 10, 2016






/s/ Sol Khazani
Sol Khazani
 
Director
 
March 10, 2016
 
 
 
/s/ Warren B. Phelps III
Warren B. Phelps III
 
Director
 
March 10, 2016
 
 
 
/s/ Barbara Palmer
Barbara Palmer
 
Director
 
March 10, 2016
 
 
 
/s/ Bradley E. Wilson
Bradley E. Wilson
 
Director
 
March 10, 2016






EXHIBIT INDEX
 
Exhibit
No.
  
Description
  
Where Located
 
 
 
4.1
  
Second Amended and Restated Certificate of Incorporation of the Registrant
  
Incorporated by reference to Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on April 2, 2007
 
 
 
4.2
  
Amended and Restated Bylaws of the Registrant
  
Incorporated by reference to Exhibit 3.2 to the Registrant’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on April 2, 2007
 
 
 
4.3
 
Amendment to Amended and Restated Bylaws of the Registrant
 
Incorporated by reference to Exhibit 3.4 to the Registrant’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 10, 2016
 
 
 
 
 
4.4
  
Certificate of Designation, Preferences and Rights of the Series A Convertible Preferred Stock of the Registrant
  
Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 25, 2013
 
 
 
4.5
  
Specimen common stock certificate
  
Incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-138379), initially filed with the Securities and Exchange Commission on November 2, 2006, as amended
 
 
 
5.1
  
Opinion of Cooley LLP
  
Filed herewith
 
 
 
23.1
  
Consent of RSM LLP
  
Filed herewith
 
 
 
 
 
23.2
 
Consent of Deloitte & Touche LLP
 
Filed herewith
 
 
 
23.3
  
Consent of Cooley LLP (contained in Exhibit 5.1 to this registration statement)
  
Filed herewith
 
 
 
24.1
  
Power of Attorney (included in the signature pages to this registration statement)
  
Filed herewith
 
 
 
99.1
  
U.S. Auto Parts Network, Inc. 2007 Omnibus Incentive Plan and forms of agreements thereunder
  
Incorporated by reference to Exhibit 10.5 to the Registrant’s Registration Statement on Form S-1 (File No. 333-138379), initially filed with the Securities and Exchange Commission on November 2, 2006, as amended