NGVC Natural Grocers by Vitamin Cottage Inc

Registration No. 333-

 

As filed with the Securities and Exchange Commission on August 8, 2024

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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FORM S-8

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

 

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Natural Grocers by Vitamin Cottage, Inc.

(Exact name of registrant as specified in its charter)

Delaware		45-5034161
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

12612 West Alameda Parkway

Lakewood, Colorado 80228

(Address of Principal Executive Offices) (Zip Code)

 

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Natural Grocers by Vitamin Cottage, Inc. 2012 Omnibus Incentive Plan, As Amended

(Full title of the plan)

 

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Kemper Isely

Chairman, Director and Co-President

Natural Grocers by Vitamin Cottage, Inc.

12612 West Alameda Parkway

Lakewood, Colorado 80228

(303) 986-4600

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

 

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Copies to:

Lucy Schlauch Stark Holland & Hart LLP 555 17th Street, Suite 3200 Denver, Colorado 80202 (303) 295-8000

Jonathan Dhillon Vice President and General Counsel Natural Grocers by Vitamin Cottage, Inc. 12612 West Alameda Parkway Lakewood, Colorado 80228 (303) 986-4600

 

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

 

Registration of Additional Shares of Common Stock Under the 2012 Plan; Extension of Term of 2012 Plan

 

This registration statement on Form S-8 is being filed pursuant to General Instruction E of Form S-8 for the purpose of registering an additional 600,000 shares of common stock, $0.001 par value per share (“Common Stock”), of Natural Grocers by Vitamin Cottage, Inc. (the “Registrant”) issuable under the Natural Grocers by Vitamin Cottage, Inc. 2012 Omnibus Incentive Plan, as amended (the “2012 Plan”). Such additional shares of Common Stock are in addition to the: (i) 1,090,151 shares of Common Stock registered on the Registrant’s registration statement on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on July 27, 2012 (Commission File No. 333-182886), and (ii) the 600,000 shares of Common Stock registered on the Registrant’s registration statement on Form S-8 filed with the Commission on December 6, 2019 (Commission File No. 333-235379) (together, the “Prior Registration Statements”).

 

The 2012 Plan is described in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Commission on January 25, 2024. On March 6, 2024, at the Company’s 2024 Annual Meeting of Stockholders, the Company’s stockholders approved amendments to the 2012 Plan pursuant to which, effective as of that date: (i) the aggregate number of shares of Common Stock available for issuance under the 2012 Plan was increased by 600,000 shares, and (ii) the term of the 2012 Plan was extended by seven years, through July 19, 2034.

 

Incorporation by Reference

 

This registration statement relates to securities of the same class as that to which the Prior Registration Statements relate and is submitted in accordance with General Instruction E to Form S-8. Pursuant to General Instruction E of Form S-8, the contents of the Prior Registration Statements are incorporated herein by reference and made part of this registration statement, except as amended, modified or superseded hereby.

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3. Incorporation of Documents by Reference

 

The following documents filed by the Registrant with the Commission are incorporated by reference into this Registration Statement:

 

(a) The contents of the Prior Registration Statements;

 

(b) The Registrant’s Annual Report on Form 10-K for the year ended September 30, 2023, filed with the Commission on December 7, 2023;

 

(c) The Registrant’s Quarterly Reports on Form 10-Q for the quarters ended: (i) December 31, 2023, filed with the Commission on February 8, 2024; (ii) March 31, 2024, filed with the Commission on May 9, 2024; and (iii) June 30, 2024, filed with the Commission on August 8, 2024;

 

(d) The Registrant’s Current Reports on Form 8-K, and/or amendments thereto, filed with the Commission on October 24, 2023, November 16, 2023, November 22, 2023, March 12, 2024, May 14, 2024, and June 27, 2024; and

 

(e) The description of the Company’s Common Stock filed as Exhibit 4.6 to the Registrant’s Annual Report on Form 10-K for the year ended September 30, 2019, filed with the Commission on December 5, 2019, and any amendment or report filed with the Commission for the purpose of updating such description.

 

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this registration statement, and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which de-registers all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents, except as to any portion of any future annual, quarterly or current report of the Registrant or document that is not deemed filed under such provisions. Unless expressly incorporated into this registration statement, a report (or portion thereof) “furnished” on Form 8-K shall not be incorporated by reference into this registration statement. Any statement contained in a document incorporated by reference herein shall 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 which also is or is 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.

 

 

Item 8. EXHIBITS

 

Exhibit Number		Description		Form		File No.		Exhibit Number		Filing Date
3.1		Amended and Restated Certificate of Incorporation		Form S-1/A		333-182186		3.1		July 5, 2012
3.2		Amended and Restated Bylaws		Form S-1/A		333-182186		3.2		July 5, 2012
4.1		Reference is made to Exhibits 3.1 and 3.2
4.2		Specimen Common Stock Certificate		Form S-1/A		333-182186		4.2		July 20, 2012
4.3		Form of Notice of Grant of Stock Unit Award		Form S-8		333-182886		4.2		July 27, 2012
4.4		Form of Registration Rights Agreement		Form S-1/A		333-182186		4.3		July 5, 2012
4.5		Form of Notice of Stock Grant Award		10-K		001-35608		4.5		December 5, 2019
4.6		Description of Capital Stock		10-K		001-35608		4.6		December 5, 2019
5.1		Opinion letter of Holland & Hart LLP		-		-		-		-
10.1		Natural Grocers by Vitamin Cottage, Inc. 2012 Omnibus Incentive Plan, as amended		8-K		001-35608		10.1		March 12, 2024
23.1		Consent of Holland & Hart LLP (included in Exhibit 5.1)		-		-		-		-
23.2		Consent of KPMG LLP		-		-		-		-
107		Filing Fee Table

 

 

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 Lakewood, State of Colorado, on this 8th day of August, 2024.

 

	Natural Grocers by Vitamin Cottage, Inc.
	By:	/s/ KEMPER ISELY
		Kemper Isely,
		Co-President

 

Name		Title		Date
/s/ KEMPER ISELY		(Principal Executive Officer, Co-President,		August 8, 2024
Kemper Isely		Chairman and Director)
/s/ ZEPHYR ISELY		(Principal Executive Officer, Co-President and		August 8, 2024
Zephyr Isely		Director)
/s/ TODD DISSINGER		(Principal Financial and Accounting Officer,		August 8, 2024
Todd Dissinger		Chief Financial Officer)
/s/ ELIZABETH ISELY		Director		August 8, 2024
Elizabeth Isely
/s/ HEATHER ISELY		Director		August 8, 2024
Heather Isely
/s/ SANDRA BUFFA		Director		August 8, 2024
Sandra Buffa
/s/ EDWARD CERKOVNIK		Director		August 8, 2024
Edward Cerkovnik
/s/ RICHARD HALLé		Director		August 8, 2024
Richard Hallé
/s/ DAVID ROONEY		Director		August 8, 2024
David Rooney

 

 

Exhibit 5.1

 

August 8, 2024

 

 

Board of Directors

Natural Grocers by Vitamin Cottage, Inc.

12612 West Alameda Parkway

Lakewood, Colorado 80228

 

 

Re:

Natural Grocers by Vitamin Cottage, Inc. Registration Statement on Form S-8

 

Ladies and Gentlemen:

 

We have acted as counsel to Natural Grocers by Vitamin Cottage, Inc., a Delaware corporation (the “Company”), in connection with its Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on the date hereof (the “Registration Statement”), pursuant to the Securities Act of 1933, as amended (the “Securities Act”). Pursuant to the Registration Statement, the Company is registering for issuance under the Natural Grocers by Vitamin Cottage, Inc. 2012 Omnibus Incentive Plan, as amended as of March 6, 2024 (the “Plan”), an additional 600,000 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (“Common Stock”). This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act in connection with the Registration Statement, and no opinion is expressed or may be implied herein as to any matter pertaining to the contents of the Registration Statement other than as to the valid issuance of the Shares.

 

As the basis for the opinions hereinafter expressed, we have examined such statutes, including the Delaware General Corporation Law (the “DGCL”), corporate records and documents of the Company, certificates of officers of the Company and public officials, and other instruments and documents as we deemed relevant or necessary for the purposes of the opinions set forth below, including, but not limited to:

 

A.    an executed copy of the Registration Statement;

 

B.    a copy of the Amended and Restated Certificate of Incorporation of the Company, as filed with the Secretary of State of the State of Delaware on July 27, 2012, in effect on the date hereof, and certified by the Secretary of State of the State of Delaware as of a recent date;

 

 

Location	Mailing Address	Contact
555 17th Street, Suite 3200	P.O. Box 8749	p: 303.295.8000  |  f: 303.295.8261
Denver, CO 80202-3921	Denver, CO 80201-8749	www.hollandhart.com
Holland & Hart LLP   Anchorage   Aspen   Billings   Boise   Boulder   Cheyenne   Denver   Jackson Hole   Las Vegas   Reno   Salt Lake City   Santa Fe   Washington, D.C.

 

August 8, 2024 Page 2

 

C.    a copy of the Amended and Restated Bylaws of the Company, certified by the General Counsel of the Company as being in full force and effect on the date hereof;

 

D.    a copy of the resolutions adopted by the Board of Directors of the Company relating to, among other things, adoption of the Plan and approval of the preparation and filing of the Registration Statement;

 

E.    a report of the inspector of election at the annual meeting of the stockholders of the Company held on March 6, 2024, indicating that the adoption of the Plan was approved by the stockholders; and

 

F.    a certificate of good standing covering the Company, issued by the Secretary of State of the State of Delaware as of a recent date.

 

We have relied upon the foregoing and upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. In making our examination, we have assumed (i) that all signatures on documents examined by us are genuine; (ii) the authenticity of all documents submitted to us as originals; (iii) the conformity with the original documents of all documents submitted to us as certified, conformed, electronic or photostatic copies; (iv) that each individual signing in a representative capacity (other than on behalf of the Company) any document reviewed by us had authority to sign in such capacity; (v) that each individual signing in a representative capacity any document reviewed by us had legal capacity to sign in such capacity; (vi) the truth, accuracy, and completeness of the information, representations, and warranties contained in the records, documents, instruments, and certificates we have reviewed; (vii) that the Registration Statement and the organizational documents of the Company, each as amended to the date hereof, will not have been amended from the date hereof in a manner that would affect the validity of the opinions rendered herein; and (viii) the accuracy, completeness and authenticity of certificates of public officials.

 

We are opining herein as to the DGCL, as amended, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction, or as to any matters of municipal law or the laws of any local agencies within any state.

 

Based on the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that the Shares have been duly authorized for issuance pursuant to the Plan and, when issued in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable.

 

We express no opinion as to any matter other than as expressly set forth above, and no other opinion is intended to be implied or inferred herefrom. The opinions expressed herein are given as of the date hereof and we undertake no obligation hereby and disclaim any obligation to advise you of any change in law, facts or circumstances occurring after the date hereof pertaining to any matter referred to herein.

 

This opinion is provided as a legal opinion only, effective as of the date of this letter, and not as representations of fact. We understand that you have made such independent investigations of the facts as you deemed necessary, and that the determination of the extent of those investigations that are necessary has been made independent of this opinion letter.

 

 

August 8, 2024 Page 3

 

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

 

Very truly yours,   /s/ Holland & Hart LLP

 

 

 

Exhibit 23.2

 

 

Consent of Independent Registered Public Accounting Firm

 

We consent to the use of our reports dated December 7, 2023, with respect to the consolidated financial statements of Natural Grocers by Vitamin Cottage, Inc., and the effectiveness of internal control over financial reporting, incorporated herein by reference.

 

/s/ KPMG LLP

 

Denver, Colorado
August 8, 2024

 

 

 

 

KPMG LLP, a Delaware limited liability partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee.

 

Exhibit 107

CALCULATION OF FILING FEE TABLE

 

FORM S-8

(Form Type)

 

Natural Grocers by Vitamin Cottage, 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(1)			Proposed maximum offering price per share			Maximum aggregate offering price			Fee Rate			Amount of registration fee
Equity			Common Stock, $0.001 par value			Rule 457(c) and 457(h)			600,000(2)			$	25.01(3)		$	15,006,000		0.00014760			$	2,214.89
Total Offering Amount																					$	2,214.89
Total Fee Offsets																					$	-
Net Fee Due																					$	2,214.89

 

(1)

Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall be deemed to cover any additional shares of Registrant’s common stock, $0.001 par value per share (“Common Stock”), that become issuable under the Natural Grocers by Vitamin Cottage, Inc. 2012 Omnibus Incentive Plan, as amended (the “2012 Plan”), by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration that results in an increase in the number of outstanding shares of Common Stock.

 

(2)	Represents 600,000 additional shares of Common Stock that are reserved for issuance under the 2012 Plan.

 

(3)

Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and (h) promulgated under the Securities Act on the basis of $25.01 per share, the average of the high and low prices of the Registrant’s common stock on August 2, 2024, as reported on the New York Stock Exchange.

 

 

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