GORV Lazydays Holdings Inc

 

As filed with the Securities and Exchange Commission on October 18, 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

 

LAZYDAYS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware		82-4183498
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)
4042 Park Oaks Boulevard Suite 350 Tampa, Florida		33610
(Address of Principal Executive Offices)		(Zip Code)

 

Lazydays Holdings, Inc. Amended and Restated 2018 Long Term Incentive Plan

(Full title of the plan)

 

Ronald Fleming

Interim Chief Executive Officer

Lazydays Holdings, Inc.

4042 Park Oaks Boulevard

Suite 350

Tampa, Florida 33610

(Name and address of agent for service)

 

(813) 246-4999

(Telephone number, including area code, of agent for service)

 

With a copy to:

William J. Goodling

Steven H. Hull

Stoel Rives LLP

760 SW Ninth Avenue, Suite 3000

Portland, Oregon 97205

(503) 294-9501

 

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. ☐

 

 

 

EXPLANATORY NOTE

 

Lazydays Holdings, Inc. (the “Company”) is filing this Registration Statement to register an additional 1,500,000 shares of its common stock, par value $0.0001 per share (the “Common Stock”), for issuance under the Lazydays Holdings, Inc. Amended and Restated 2018 Long Term Incentive Plan, as amended (the “Amended 2018 Plan”). An amendment to increase the number of shares of Common Stock available to be awarded under the Amended 2018 Plan by 1,500,000 was described in the Company’s definitive proxy statement, filed with the Securities and Exchange Commission on May 14, 2024, and was approved by the Company’s stockholders on June 10, 2024.

 

The Company previously filed a Registration Statement on Form S-8 on August 31, 2018 (File No. 333-227155) to register 3,824,566 shares of Common Stock then authorized for issuance under the Lazydays Holdings, Inc. 2018 Long Term Incentive Plan (the “2018 Form S-8”). On June 5, 2019, the Company filed a Registration Statement on Form S-8 (File No. 333-231973) to register an additional 600,000 shares of Common Stock (the “2019 Form S-8”). On August 4, 2022, the Company filed a Registration Statement on Form S-8 (File No. 333-266520) to register an additional 510,000 shares of Common Stock (together with the 2018 Form S-8 and the 2019 Form S-8, collectively, the “Existing Form S-8s”).

 

Pursuant to General Instruction E to Form S-8, the contents of the Company’s Registration Statements on the Existing Form S-8s are incorporated into this Form S-8 by reference except to the extent supplemented, amended or superseded by the information set forth in this Form S-8. Only those items of Form S-8 containing new information not contained in the Existing Form S-8s are presented in this Form S-8.

 

 

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3. Incorporation of Documents by Reference.

 

The SEC allows us to provide information about our business and other important information to you by “incorporating by reference” the information we file with the SEC, which means that we can disclose the information to you by referring in this prospectus to the documents we file with the SEC. Under the SEC’s regulations, any statement contained in a document incorporated by reference in this prospectus is automatically updated and superseded by any information contained in this prospectus, or in any subsequently filed document of the types described below.

 

We incorporate into this prospectus by reference the following documents filed by us with the SEC, each of which should be considered an important part of this prospectus:

 

	(a)	Annual Report on Form 10-K, filed with the SEC on March 12, 2024, as amended by Amendment No. 1 on Form 10-K/A, filed with the SEC on May 15, 2024;
	(b)	Quarterly Reports on Form 10-Q for the quarters ended March 31, 2024, filed with the SEC on May 15, 2024, and June 30, 2024, filed with the SEC on August 15, 2024;
	(c)	Current Reports on Form 8-K, filed with the SEC on January 2, 2024, May 17, 2024, June 10, 2024 (Item 5.02 only), June 14, 2024, September 16, 2024 (Items 1.01 and 5.02 only), September 17, 2024 (Item 5.02 only), September 19, 2024 and September 30, 2024; and
	(d)	The description of our common stock contained in the “Description of Holdco Securities” included in the registration statement on Form S-4 filed with the SEC on November 22, 2017, as amended, and incorporated by reference into the Form 8-A, filed with the SEC on March 15, 2018, as amended by the description of our common stock contained in the registration statement on Form S-1, as amended, filed with the SEC on November 23, 2021, and any subsequent amendment or report filed for the purpose of updating such description.

 

In addition, all documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, other than information furnished pursuant to Item 2.02 or Item 7.01 of Form 8-K, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this registration statement and to be a part hereof from the date of filing of such documents. Any statement in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is or deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

 

We will provide to you, upon request, a copy of each of our filings at no cost. Please make your request by writing or telephoning us at the following address or telephone number:

 

Attention: Investor Relations

Lazydays Holdings, Inc.

4042 Park Oaks Boulevard

Suite 350

Tampa, Florida 33610

Telephone: (813) 204-4099

E-mail: investors@lazydays.com

 

You should rely only on the information incorporated by reference or provided in this prospectus or any prospectus supplement. We have not authorized anyone else to provide you with different information. You should not assume that the information in this prospectus or any prospectus supplement is accurate as of any date other than the date on the cover of such documents.

 

Item 8. Exhibits.

 

Exhibit No.		Description
5.1*		Opinion of Stoel Rives LLP.
10.1		Lazydays Holdings, Inc. Amended and Restated 2018 Long Term Incentive Plan (incorporated by reference to Appendix A to the Company’s definitive Proxy Statement on Schedule 14A, filed on May 14, 2024).
23.1*		Consent of Stoel Rives LLP (included in Exhibit 5.1).
23.2*		Consent of RSM US LLP.
24.1*		Power of Attorney (included in the signature page to the Registration Statement).
107*		Filing Fee Table.

 

*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 the City of Tampa, State of Florida, on October 18, 2024.

 

	LAZYDAYS HOLDINGS, INC.
	By:	/s/ Ronald Fleming
	Name:	Ronald Fleming
	Title:	Interim Chief Executive Officer

 

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Ronald Fleming and Jeff Huddleston, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, 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, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or his or her substitute or 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 and on the dates indicated.

 

Signature		Title		Date
/s/ Ronald Fleming		Interim Chief Executive Officer and Director		October 18, 2024
Ronald Fleming		(Principal Executive Officer)
/s/ Jeff Huddleston		Interim Chief Financial Officer		October 18, 2024
Jeff Huddleston		(Principal Financial Officer and
		Principal Accounting Officer)
/s/ Robert DeVincenzi		Director and Chairman of the Board		October 18, 2024
Robert DeVincenzi
/s/ Jordan Gnat		Director		October 18, 2024
Jordan Gnat
/s/ Susan Scarola		Director		October 18, 2024
Susan Scarola
/s/ James J. Fredlake		Director		October 18, 2024
James J. Fredlake
/s/ Suzanne Tager		Director		October 18, 2024
Suzanne Tager
/s/ Jerry Comstock		Director		October 18, 2024
Jerry Comstock

 

 

 

Exhibit 5.1

 

 

October 18, 2024   Lazydays Holdings, Inc. 4042 Park Oaks Boulevard Suite 350 Tampa, Florida 33610

760 SW Ninth Avenue, Suite 3000 Portland, OR 97205 T. 503.224.3380 F: 503.220.2480

 

Re: Lazydays Holdings, Inc. – Registration Statement on Form S-8

 

Ladies and Gentlemen:

 

We have acted as legal counsel for Lazydays Holdings, Inc. (the “Company”) in connection with the preparation of a Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”) relating to the registration of an additional 1,500,000 shares (the “Shares”) of common stock, par value $0.0001 per share, of the Company being offered to certain officers, employees, directors and/or service providers of the Company pursuant to the Company’s Amended and Restated 2018 Long Term Incentive Plan, as amended (the “Plan”).

 

We have reviewed the corporate actions of the Company in connection with this matter and have examined the documents, corporate records, and other instruments we deemed necessary for the purposes of this opinion.

 

In such examination, we have assumed: (i) the authenticity and completeness of all documents submitted to us as original documents and the genuineness of all signatures; (ii) the conformity to the authentic originals of all documents submitted to us as copies; (iii) the truth, accuracy, and completeness of the information, representations and warranties contained in the records, documents, instruments, and certificates we have reviewed; (iv) the legal capacity of each natural person executing the agreements described in this opinion; (v) that there has been no undisclosed waiver of any right, remedy or provision contained in any such documents; and (vi) that each certificate or copy of a public record furnished by public officials is authentic, accurate and complete. In making our examination of executed documents or documents to be executed, we have assumed that the parties to such documents, other than the Company, had or will have the power, corporate, trust or otherwise, to enter into and perform all obligations under such documents and have also assumed the due authorization by all requisite action, corporate, trust or otherwise, and execution and delivery by such parties of such documents and that such documents constitute valid and binding obligations of such parties.

 

Based on the foregoing, it is our opinion that the Shares are duly authorized by all necessary corporate action of the Company and, when issued and sold in accordance with the terms of the Plan, will be validly issued, fully paid, and nonassessable.

 

We express no opinion as to matters involving the laws of any jurisdiction other than the General Corporation Law of the state of Delaware and the federal laws of the United States.

 

This opinion is limited to the specific issues addressed in this opinion, and no opinion should be inferred or implied beyond that expressly stated in this opinion. This opinion speaks only as of the date that the Registration Statement becomes effective under the Act, and we assume no obligation to revise or supplement this opinion after the date of this opinion.

 

We consent to the filing of this opinion as an exhibit to the Registration Statement.

 

Very truly yours,

 

/s/ Stoel Rives LLP

 

Stoel Rives LLP

 

 

 

Exhibit 23.2

 

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 March 12, 2024, relating to the consolidated financial statements of Lazydays Holdings, Inc. (the Company), and the effectiveness of the Company’s internal control over financial reporting (on which our report expresses an adverse opinion on the effectiveness of the Company’s internal control over financial reporting because of material weaknesses), appearing in the Annual Report on Form 10-K of the Company for the year ended December 31, 2023.

 

/s/ RSM US LLP

 

Tampa, FL

October 18, 2024

 

 

 

Exhibit 107

 

Calculation of Filing Fee Tables

 

Form S-8

(Form Type)

 

Lazydays Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered Securities

 

Security Type		Security Class Title		Fee Calculation Rule(1)		Amount Registered(2)				Proposed Maximum Aggregate Offering Price Per Unit(1)				Maximum Aggregate Offering Price				Fee Rate				Amount of Registration Fee
Equity		Common Shares, $0.0001 par value		Other			1,500,000			$	1.28			$	1,920,000				$153.10 per $1,000,000			$	293.95
Total Offering Amounts											—			$	1,920,000				—			$	293.95
Total Fee Offsets											—				—				—				—
Net Fee Due											—				—				—			$	293.95

 

	(1)	Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and 457(h) under the Securities Act of 1933, as amended (the “Securities Act”) on the basis of the average between the high and low sales prices for shares of common stock of Lazydays Holdings, Inc. (the “Registrant”) as reported on Nasdaq on October 17, 2024.
	(2)	Pursuant to Rule 416(a) of the Securities Act, this registration statement (the “Registration Statement”) shall also cover any additional shares of common stock of the Registrant that become issuable in respect of the securities identified in the above table by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration that increases the number of outstanding shares of the Registrant’s common stock.

 

 

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

Fee Offset Claims

-

-

-

-

-

-

-

-

-

-

-

Fee Offset Sources

-

-

-

-

-

-

-

-

-

-

-

 

 

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