Form S-8 - Securities to be offered to employees in employee benefit plans

As filed with the Securities and Exchange Commission on December 14, 2023

Registration No. 333-            

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM S-8

REGISTRATION STATEMENT

Under

The Securities Act of 1933

 

 

JOANN Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware		46-1095540
(State or Other Jurisdiction of Incorporation or Organization)		(IRS Employer Identification No.)

5555 Darrow Road, Hudson, Ohio 44236

(Address of Principal Executive Offices Including Zip Code)

JOANN Inc. 2021 Employee Stock Purchase Plan

(Full Title of the Plan)

Ann Aber, Esq.

Senior Vice President, Chief Legal Officer & Secretary

JOANN Inc.

5555 Darrow Road

Hudson, Ohio 44236

(Name and Address for Agent for Service)

[phone]

(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		☐				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.  ☐

 

 

 

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EXPLANATORY NOTE

JOANN Inc. (the “Registrant”) hereby files this Registration Statement on Form S-8 (the “Registration Statement”) to register an additional 400,000 shares of Common Stock, par value $0.01 per share (the “Common Stock”), under the JOANN Inc. 2021 Employee Stock Purchase Plan (as amended and restated to date, the “ESPP”). Previously filed registration statements on Form S-8 are effective for the ESPP. Pursuant to General Instruction E to Form S-8, this Registration Statement incorporates by reference the contents of the Registration Statement on Form S-8 (Registration No. 333-254372) filed by the Registrant on March  17, 2021, plus the Registration Statement on Form S-8 (Registration No. 333-265559) filed by the Registrant on June 13, 2022, plus the Registration Statement on Form S-8 (Registration No. 333-272642) filed by the Registrant on June 14, 2023, including all attachments and exhibits thereto, except to the extent supplemented, amended or superseded by the information set forth herein.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The Registrant is subject to the informational and reporting requirements of Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, in accordance therewith, files reports, proxy statements and other information with the Securities and Exchange Commission (the “Commission”). The following documents have been filed by the Registrant with the Commission and are incorporated herein by reference:

 

(a)

The Registrant’s Annual Report on Form 10-K for the fiscal year ended January 28, 2023 (Commission File No. 001-40204), filed April 4, 2023;

 

(b)

The Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended April 29, 2023 (Commission File No. 001-40204), filed June  6, 2023, Quarterly Report on Form 10-Q for the quarterly period ended July  29, 2023 (Commission File No. 001-40204), filed August  31, 2023, and Quarterly Report on Form 10-Q for the quarterly period ended October  28, 2023 (Commission File No. 001-40204), filed December 5, 2023;

 

(c)

The Registrant’s Current Reports on Form 8-K (Commission File No. 001-40204), filed March  13, 2023, May  9, 2023, June  28, 2023, July  21, 2023, September  15, 2023, and October 20, 2023; and

 

(d)

The description of the Common Stock contained in the Registrant’s Registration Statement on Form 8-A, filed March 11, 2021 (Commission File No.  001-40204), as updated by the description of the Common Stock contained in Exhibit 4.2 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended January 30, 2021 (Commission File No. 001-40204), and as amended by any subsequently filed amendments and reports updating such description.

All documents filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this Registration Statement, and prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold, will be deemed to be incorporated by reference in this

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Registration Statement and to be part hereof from the date of filing of such documents. Any statement contained in any document incorporated or deemed to be incorporated by reference herein will be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded will not be deemed, except as modified or superseded, to constitute a part of this Registration Statement.

Item 8. Exhibits.

 

Exhibit Number		Description
4.1		Amended and Restated Certificate of Incorporation of the Registrant (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-40204) filed with the Commission on March 19, 2021)
4.2		Amended and Restated Bylaws of the Registrant (incorporated herein by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K (File No. 001-40204) filed with the Commission on March 19, 2021)
4.3		Amended and Restated Stockholders Agreement, dated March 16, 2021, among the Registrant and certain of its stockholders (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-40204) filed with the Commission on March 19, 2021)
4.4		Description of the Registrant’s Securities Registered Pursuant to Section  12 of the Exchange Act (incorporated herein by reference to Exhibit 4.2 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended January 30, 2021 (Commission File No. 001-40204), filed with the Commission on April 1, 2021)
5.1		Opinion of Jones Day
23.1		Consent of Ernst & Young LLP
23.2		Consent of Jones Day (included in Exhibit 5.1)
24.1		Powers of Attorney (included on the signature page of this Registration Statement)
99.1		JOANN Inc. 2021 Employee Stock Purchase Plan (amended and restated on October 11, 2022) (incorporated herein by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended October 29, 2022 (Commission File No. 001-40204), filed with the Commission on December 12, 2022)
107		Calculation of Filing Fee Tables

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SIGNATURES

Pursuant to the requirements of the Securities Act, 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 Hudson, State of Ohio, on this 11th day of December, 2023.

 

JOANN INC.
By:		/s/ Ann Aber
		Name: Ann Aber
		Title: Senior Vice President, Chief Legal Officer & Secretary

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints Scott Sekella and Ann Aber, or either of them, each acting alone, as the true and lawful attorney-in-fact or agent, or attorneys-in-fact or agents, for each of the undersigned, with full power of substitution and resubstitution, and in the name, place and stead of each of the undersigned, to execute and file any and all amendments, including post-effective amendments, supplements and exhibits to the Registration Statement and any and all applications or other documents to be filed with the Commission or any state securities commission or other regulatory authority or exchange with respect to the securities covered by the Registration Statement, 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 necessary, appropriate or desirable to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as he or she might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

 

Date: December 14, 2023				/s/ Christopher DiTullio
				Christopher DiTullio
				Executive Vice President, Chief Customer Officer (principal executive officer)
Date: December 14, 2023				/s/ Scott Sekella
				Scott Sekella
				Executive Vice President, Chief Financial Officer (principal financial and accounting officer)

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Date: December 11, 2023				/s/ Darrell Webb
				Darrell Webb
				Chairman of the Board
Date: December 13, 2023				/s/ Lily Chang
				Lily Chang
				Director
Date: December 13, 2023				/s/ Marybeth Hays
				Marybeth Hays
				Director
Date: December 13, 2023				/s/ Anne Mehlman
				Anne Mehlman
				Director
Date: December 13, 2023				/s/ Jonathan Sokoloff
				Jonathan Sokoloff
				Director
Date: December 13, 2023				/s/ Brian Coleman
				Brian Coleman
				Director

EXHIBIT 5.1

JONES DAY

NORTH POINT • 901 LAKESIDE AVENUE • CLEVELAND, OHIO 44114-1190

TELEPHONE: [phone] • JONESDAY.COM

December 14, 2023

JOANN Inc.

5555 Darrow Road

Hudson, Ohio 44236

 

Re:

Registration Statement on Form S-8 Filed by JOANN Inc.

Ladies and Gentlemen:

We have acted as counsel to JOANN Inc., a Delaware corporation (the “Company”), in connection with the registration of 400,000 shares (the “Shares”) of common stock, par value $0.01 per share, of the Company that may be issued or delivered and sold pursuant to the JOANN Inc. 2021 Employee Stock Purchase Plan (as amended or amended and restated to date, the “ESPP”). In connection with the opinion expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of such opinion. Based on the foregoing, and subject to the further limitations, qualifications and assumptions set forth herein, we are of the opinion that the Shares that may be issued or delivered and sold under the ESPP will be, when issued or delivered and sold in accordance with the ESPP, validly issued, fully paid and nonassessable, provided that the consideration for the Shares is at least equal to the stated par value thereof.

The opinions expressed herein are limited to the General Corporation Law of the State of Delaware, as currently in effect, and we express no opinion as to the effect of the laws of any other jurisdiction on the opinion expressed herein. In addition, we have assumed that the resolutions authorizing the Company to issue or deliver and sell the Shares pursuant to the ESPP will be in full force and effect at all times at which the Shares are issued or delivered and sold by the Company, and that the Company will take no action inconsistent with such resolutions. In rendering the opinion above, we have assumed that each award under the ESPP will be approved by the Board of Directors of the Company or an authorized committee of the Board of Directors.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement on Form S-8 filed by the Company to effect the registration of the Shares under the Securities Act of 1933 (the “Act”). In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

 

Very truly yours,

/s/ Jones Day

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 JOANN Inc. 2021 Employee Stock Purchase Plan of our reports dated April 4, 2023, with respect to the consolidated financial statements of JOANN Inc. and the effectiveness of internal control over financial reporting of JOANN Inc. included in its Annual Report (Form 10-K) for the year ended January 28, 2023, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Cleveland, Ohio

December 14, 2023

EXHIBIT 107

Calculation of Filing Fee Tables

Form S-8

(Form Type)

JOANN Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

 

Security Type

Security Class Title

Fee Calculation Rule

Amount Registered

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

Equity

Common Stock, par value $0.01 per share

Other

400,000

$0.574

$229,600

$147.60 per $1 million

$34

Total Offering Amounts

$229,600

$34

Total Fee Offsets

$0

Net Fee Due

$34

The amount registered reflected in Table 1 above represents the maximum number of additional shares of Common Stock, par value $0.01 per share (the “Common Stock”), of JOANN Inc. (the “Registrant”) issuable (on and after January 1, 2024) pursuant to the JOANN Inc. 2021 Employee Stock Purchase Plan (as amended or amended and restated to date, the “ESPP”), being registered on the Registration Statement on Form S-8 (the “Registration Statement”) to which this exhibit relates. Pursuant to Rule 416 of the Securities Act of 1933 (the “Securities Act”), the Registration Statement also covers such additional shares of Common Stock as may become issuable pursuant to the anti-dilution provisions of the ESPP. The proposed maximum offering price per unit and the maximum aggregate offering prices in Table 1 above are estimated solely for the purposes of determining the amount of the registration fee, pursuant to paragraphs (c) and (h) of Rule 457 under the Securities Act, on the basis of the average of the high and low sale prices of Common Stock on The Nasdaq Global Market on December 8, 2023, which is a date within five business days prior to filing.

Table 2: Fee Offset Claims and Sources

 

Registrant or Filer Name

Form or Filing Type

File Number

Initial Filing Date

Filing Date

Fee Offset Claimed

Security Type Associated with Fee Offset Claimed

Security Title Associated with Fee Offset Claimed

Unsold Securities Associated with Fee Offset Claimed

Unsold Aggregate Offering Amount Associated with Fee Offset Claimed

Fee Paid with Fee Offset Source

Rule 457(p)

Fee Offset Claims

Fee Offset Sources

The Registrant is not relying on Rule 457(p) under the Securities Act to offset any of the filing fee due with respect to the Registration Statement to which this exhibit relates, so no information is provided under this Table 2.

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