Attached files
file | filename |
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EX-23.1 - EX-23.1 - Krispy Kreme, Inc. | d194237dex231.htm |
EX-5.1 - EX-5.1 - Krispy Kreme, Inc. | d194237dex51.htm |
As filed with the Securities and Exchange Commission on June 30, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Krispy Kreme, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 5400 | 37-1701311 | ||
(State or Other Jurisdiction of Incorporation or Organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
2116 Hawkins Street
Charlotte, North Carolina 28203
(800) 457-4779
(Address, including zip code, and telephone number, including area code, of Registrants principal executive offices)
Michael Tattersfield
Chief Executive Officer
c/o Krispy Kreme, Inc.
2116 Hawkins Street
Charlotte, North Carolina 28203
(800) 457-4779
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Laura Kaufmann Belkhayat, Esq. Skadden, Arps, Slate, Meagher & Flom LLP One Manhattan West New York, New York 10001 Tel: (212) 735-3000 |
Deanna L. Kirkpatrick, Esq. Marcel R. Fausten, Esq. Davis Polk & Wardwell LLP 450 Lexington Avenue New York, New York 10017 Tel: (212) 450-4000 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
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. ☒ 333-256664
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 under the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☐ | |||
(Do not check if a 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 to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
| ||||||||
Title of Each Class of Securities To Be Registered |
Amount to be Registered(1) |
Proposed Maximum Offering Price Per Share |
Proposed Maximum Offering Price(1) |
Amount Of Registration Fee(2) | ||||
Common stock, $0.01 par value per share |
3,156,862 |
$17.00 | $53,666,654 | $5,855.03 | ||||
| ||||||||
|
(1) | Represents only the additional number of shares being registered and includes 411,764 additional shares that the underwriters have the option to purchase. In accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended (the Securities Act), the amount being registered does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1 (File No. 333-256664). |
(2) | Calculated under Rule 457(a) under the Securities Act of 1933, as amended, for purposes of determining the registration fee based on the initial public offering price of $17.00 per share. The registrant previously registered securities on a Registration Statement on Form S-1 (Registration No. 333-256664), which was declared effective on June 30, 2021. In accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended, an additional amount of securities having a proposed maximum aggregate offering price of $53,666,654 is hereby registered. |
This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE AND INCORPORATION OF
CERTAIN INFORMATION BY REFERENCE
Krispy Kreme, Inc., a Delaware corporation (the Registrant), is filing this registration statement with the Securities and Exchange Commission (the Commission) pursuant to Rule 462(b) under the Securities Act of 1933, as amended. This registration statement relates to the public offering of securities contemplated by the registration statement on Form S-1, as amended (File No. 333-256664) (Prior Registration Statement), which the Commission declared effective on June 30, 2021.
The Registrant is filing this registration statement for the sole purpose of increasing by 3,156,862 shares the number of shares of its common stock, par value $0.01 per share, to be registered for sale, 411,764 of which may be sold by the Registrant upon exercise of the underwriters option to purchase additional shares solely to cover over-allotments, if any. The additional shares that are being registered for issuance and 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 information set forth in the Prior Registration Statement and all exhibits to the Prior Registration Statement and the power of attorney included therein, are hereby incorporated by reference into this Registration Statement.
The required opinion and consents are listed on the Exhibit Index attached hereto and filed herewith.
2
EXHIBIT INDEX
* | Previously filed. |
3
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Charlotte, North Carolina, on June 30, 2021.
KRISPY KREME, INC. | ||||||
By: | /s/ Michael Tattersfield | |||||
Name: | Michael Tattersfield | |||||
Title: | Chief Executive Officer |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature |
Title |
Date | ||
/s/ Michael Tattersfield |
Director, President and Chief Executive Officer (Principal Executive Officer) |
June 30, 2021 | ||
Michael Tattersfield | ||||
/s/ Josh Charlesworth |
Chief Operating Officer and Chief Financial Officer (Principal Financial Officer) |
June 30, 2021 | ||
Josh Charlesworth | ||||
* |
Chief Accounting Officer (Principal Accounting Officer) |
June 30, 2021 | ||
Joey Pruitt | ||||
* |
Director, Chairman of the Board | June 30, 2021 | ||
Olivier Goudet | ||||
* |
Director, Vice Chairman of the Board | June 30, 2021 | ||
Paul Michaels | ||||
* |
Director | June 30, 2021 | ||
David Bell | ||||
* |
Director | June 30, 2021 | ||
Patricia Capel | ||||
* |
Director | June 30, 2021 | ||
Ozan Dokmecioglu | ||||
* |
Director | June 30, 2021 | ||
David Deno |
* |
Director | June 30, 2021 | ||
Carl E. Lee, Jr. | ||||
* |
Director | June 30, 2021 | ||
Debbie Roberts | ||||
* |
Director | June 30, 2021 | ||
Lubomira Rochet | ||||
* |
Director | June 30, 2021 | ||
Michelle Weese | ||||
* |
Director | June 30, 2021 | ||
Henry Yeagley |
*By: | /s/ Catherine Tang | |||
Catherine Tang | ||||
Attorney-in-Fact |