As filed with the Securities and Exchange Commission on July 31, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Vital Farms, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 2000 | 27-0496985 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
3601 South Congress Avenue
Suite C100
Austin, Texas 78704
(877) 455-3063
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Russell Diez-Canseco
President and Chief Executive Officer
Vital Farms, Inc.
3601 South Congress Avenue
Suite C100
Austin, TX 78704
(877) 455-3063
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Nicole Brookshire Darren DeStefano Jaime L. Chase Shauna Bracher Cooley LLP 55 Hudson Yards New York, NY 10001 (212) 479-6000 |
Jason Dale Chief Operating Officer and Chief Financial Officer Vital Farms, Inc. 3601 South Congress Avenue Suite C100 Austin, TX 78704 (877) 455-3063 |
Marc Jaffe Cathy Birkeland Alexa Berlin Latham & Watkins LLP 885 Third Avenue New York, NY 10022 (212) 906-1200 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement is declared effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-239772
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
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 |
Proposed Maximum |
Proposed Maximum |
Amount of Registration Fee(3) | ||||
Common stock, par value $0.0001 per share |
1,715,198 | $22.00 | $ 37,734,356 | $4,898 | ||||
| ||||||||
|
(1) | Represents only the number of shares being registered pursuant to this Registration Statement, which includes 223,721 shares that the underwriters have the option to purchase, and are in addition to the 8,984,375 shares that were registered pursuant to the Registrants Registration Statement on Form S-1 (File No. 333-239772), which included 1,171,875 shares that the underwriters have the option to purchase. |
(2) | Based on the public offering price. |
(3) | The registration fee is calculated in accordance with Rule 457(a) under the Securities Act of 1933, as amended, based on the proposed maximum aggregate offering price. The registrant previously registered securities at an aggregate offering price not to exceed $188,671,875 on a Registration Statement on Form S-1 (File No. 333-239772), which was declared effective by the Securities and Exchange Commission on July 30, 2020. In accordance with Rule 462(b) under the Securities Act of 1933, as amended, an additional amount of securities having a proposed maximum aggregate offering price of $37,734,356 is hereby registered, which includes shares issuable upon the exercise of the underwriters option to purchase additional shares. |
The Registration Statement shall become effective upon filing in accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended.
EXPLANATORY NOTE AND
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement (the Registration Statement) is being filed with the Securities and Exchange Commission (the Commission) with respect to the registration of additional common stock, par value $0.0001 per share (the Common Stock), of Vital Farms, Inc. (the Registrant), pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the Securities Act). This Registration Statement incorporates by reference the contents of, including all amendments and exhibits thereto, the Registration Statement on Form S-1, as amended (File No. 333-239772) (the Prior Registration Statement), which the Commission declared effective on July 30, 2020, and is being filed solely for the purpose of increasing the number of shares to be offered in the public offering by 1,715,198 shares of Common Stock, including 223,721 shares of Common Stock that may be sold pursuant to the underwriters option to purchase additional shares of the Registrants Common Stock. The additional shares of Common Stock that are being registered for sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Calculation of Registration Fee table contained in the Prior Registration Statement.
The required opinion and consents are listed on the Exhibit Index attached hereto and filed herewith.
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in Austin, Texas, on July 30, 2020.
Vital Farms, Inc. | ||
By: | /s/ Russell Diez-Canseco | |
Russell Diez-Canseco | ||
President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Name |
Title |
Date | ||
/s/ Russell Diez-Canseco |
President, Chief Executive Officer and Director (Principal Executive Officer) |
July 30, 2020 | ||
Russell Diez-Canseco | ||||
/s/ Jason Dale |
Chief Operating Officer and Chief Financial Officer (Principal Financial and Accounting Officer) |
July 30, 2020 | ||
Jason Dale | ||||
* |
Executive Chairman and Director | July 30, 2020 | ||
Matthew OHayer | ||||
* |
Director | July 30, 2020 | ||
Brent Drever | ||||
* |
Director | July 30, 2020 | ||
Glenda Flanagan | ||||
* |
Director | July 30, 2020 | ||
Kelly Kennedy | ||||
* |
Director | July 30, 2020 | ||
Karl Khoury | ||||
* |
Director | July 30, 2020 | ||
Denny Marie Post | ||||
* |
Director | July 30, 2020 | ||
Gisel Ruiz |
*By: | /s/ Jason Dale | |
Attorney-in-fact |
Exhibit 5.1
Nicole C. Brookshire
+1 617 937 2357
nbrookshire@cooley.com
July 30, 2020
Vital Farms, Inc.
3601 South Congress Avenue, Suite C100
Austin, Texas 78704
Ladies and Gentlemen:
We have acted as counsel to Vital Farms, Inc., a Delaware corporation (the Company), in connection with the filing by the Company of a Registration Statement on Form S-1 (the Registration Statement) with the Securities and Exchange Commission pursuant to Rule 462(b) of Regulation C promulgated under the Securities Act of 1933, as amended, relating to an underwritten public offering of up to 1,715,198 shares of the Companys common stock, par value $0.0001 per share, to be sold by certain selling stockholders (the Stockholder Shares). The Registration Statement incorporates by reference the Registration Statement on Form S-1 (No. 333-239772), which was declared effective on July 30, 2020 (the Prior Registration Statement), including the prospectus which forms a part of the Prior Registration Statement (the Prospectus).
In connection with this opinion, we have examined and relied upon (a) the Registration Statement, the Prior Registration Statement and the Prospectus, (b) the Companys Fifth Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, each as currently in effect, (c) the forms of the Companys Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, filed as Exhibits 3.2 and 3.4 to the Prior Registration Statement, respectively, each of which is to be in effect prior to the closing of the offering contemplated by the Registration Statement and the Prior Registration Statement and (d) originals or copies certified to our satisfaction of such records, documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below and that the Amended and Restated Certificate of Incorporation referred to in clause (c) is filed with the Secretary of State of the State of Delaware before issuance of the Shares.
We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies, the accuracy, completeness and authenticity of the certificates of public officials and the due execution and delivery by all persons other than by the Company of all documents where due execution and delivery are a prerequisite to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.
Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Stockholder Shares have been validly issued and are fully paid and non-assessable, except for Stockholder Shares that are to be acquired by certain selling stockholders upon the conversion of outstanding preferred stock issued by the Company in accordance with the terms of the preferred stock, which will be validly issued, fully paid and non-assessable upon the conversion of such preferred stock.
* * *
Cooley LLP 500 Boylston Street Boston, MA 02116-3736
t: (617) 937-2300 f: (617) 937-2400 cooley.com
Vital Farms, Inc.
July 30, 2020
Page Two
We consent to the reference to our firm under the caption Legal Matters in the Prospectus included in the Prior Registration Statement and to the filing of this opinion as an exhibit to the Registration Statement.
Sincerely,
Cooley LLP
By: | /s/ Nicole C. Brookshire | |
Nicole C. Brookshire |
Cooley LLP 500 Boylston Street Boston, MA 02116-3736
t: (617) 937-2300 f: (617) 937-2400 cooley.com
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
The Board of Directors
Vital Farms, Inc.:
We consent to the use of our report in the registration statement (No. 333-239772) on Form S-1, included therein and incorporated by reference herein and to the reference to our firm under the heading Experts in the prospectus.
/s/ KPMG LLP
Austin, Texas
July 30, 2020