Registration No. 333-
 
As filed with the Securities and Exchange Commission on May 12, 2023
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
 
Owlet, Inc.
(Exact name of Registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
85-1615012
(I.R.S. Employer Identification Number)
3300 North Ashton Boulevard, Suite 300
Lehi, Utah 84043
(Address of Registrant’s principal executive offices)
Owlet, Inc. 2021 Incentive Award Plan
Owlet, Inc. 2021 Employee Stock Purchase Plan
(Full title of the plans)

Kurt Workman
Chief Executive Officer
3300 North Ashton Boulevard, Suite 300
Lehi, Utah 84043
(844) 334-5330
(Name, address and telephone number of agent for service)
With copies to:
Benjamin Potter
Drew Capurro
Ellen Smiley
Latham & Watkins LLP
140 Scott Drive
Menlo Park, California 94025
(650) 328-4600

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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
This Registration Statement on Form S-8 is being filed with the Securities and Exchange Commission (the “Commission”) for the purpose of registering an additional 6,923,287 shares of common stock of Owlet, Inc. (the “Registrant”) issuable under the following employee benefit plans for which registration statements of the Registrant on Form S-8 (File Nos. 333-259663 and 333-263868) are effective: (i) the Owlet, Inc. 2021 Incentive Award Plan which, as a result of the operation of an automatic annual increase provision therein, added 5,769,406 shares of common stock, and (ii) the Owlet, Inc. 2021 Employee Stock Purchase Plan which, as a result of the operation of an automatic annual increase provision therein, added 1,153,881 shares of common stock.
INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENTS ON FORM S-8
Pursuant to General Instruction E of Form S-8, the contents of the Registration Statements on Form S-8 filed with the Commission on September 20, 2021 (File No.  333-259663) and March 25, 2022 (File No. 333-263868) are incorporated by reference herein; except for Item 8 which is being updated by this Registration Statement.
 




Item 8. Exhibits.
The following documents are filed as exhibits to this Registration Statement:
Exhibit No. Description of Document
5.1*
23.1*
23.2*
 Consent of Potter Anderson & Corroon LLP (included in Exhibit 5.1). 
24.1*
Powers of Attorney (included on the signature page of the Registration Statement).
99.1#
99.2#
107*
* Filed herewith
# Indicates management contract or compensatory plan.
 
  





SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended (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 Lehi, Utah on this 12th day of May 2023.
  OWLET, INC.
     
  By: /s/ Kurt Workman
  Name: Kurt Workman
  Title: President and Chief Executive Officer
 
  

POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kurt Workman and Kate Scolnick his or her true and lawful attorneys-in-fact and agents, each of whom may act alone, 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 on Form S-8, and to sign any related registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act, and all post-effective amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the 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 in and about the premises, 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 their substitute or substitutes, 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 dates indicated. 




Name Title Date
/s/ Kurt Workman President and Chief Executive Officer
and Director		 May 12, 2023
Kurt Workman (Principal Executive Officer)
/s/ Kate Scolnick Chief Financial Officer May 12, 2023
Kate Scolnick (Principal Financial Officer
and Principal Accounting Officer)
/s/ Lior Susan Chairman of the Board May 12, 2023
Lior Susan
/s/ Zane Burke Director May 12, 2023
Zane Burke
/s/ Laura J. Durr Director May 12, 2023
Laura J. Durr
/s/ John Kim Director May 12, 2023
John Kim
/s/ Jayson Knafel Director May 12, 2023
Jayson Knafel
/s/ Amy McCullough Director May 12, 2023
Amy McCullough
 
 
 
  


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