S-8 POS

Registration No. 333-204841

Registration No. 333-221385

As filed with the Securities and Exchange Commission on June 10, 2020

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT

No. 333-204841

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT

No. 333-221385

UNDER THE SECURITIES ACT OF 1933

CROCS, INC.

(Exact name of registrant as specified in its charter)

Delaware	20-2164234
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)
13601 Via Varra Broomfield, Colorado	80020
(Address of Principal Executive Offices)	(Zip Code)

CROCS, INC. 2015 EQUITY INCENTIVE PLAN

CROCS, INC. 2020 EQUITY INCENTIVE PLAN

(Full title of the plan)

Daniel P. Hart

Executive Vice President, Chief Legal and Risk Officer

Crocs, Inc.

13601 Via Varra

Broomfield, Colorado 80020

(Name and address of agent for service)

(303) 848-7000

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

Copy to:

Jason Day

Perkins Coie LLP

1900 Sixteenth Street, Suite 1400

Denver, Colorado 80202

(303) 291-2300

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. (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 13(a) of the Exchange Act. ☐

EXPLANATORY NOTE

On June 10, 2020, the Registrant’s stockholders approved the Crocs, Inc. 2020 Equity Incentive Plan (the “2020 Plan”). The total number of shares of Common Stock authorized for issuance under the 2020 Plan includes, in addition to 3,835,920 new shares (registered concurrently on a new registration statement on Form S-8): (i) 1,364,080 of the shares available for issuance but not issued or subject to outstanding awards under the Crocs, Inc. 2015 Equity Incentive Plan (the “Prior Plan”) as of June 10, 2020 and (ii) an aggregate of up to 1,842,843 shares subject to awards under the Prior Plan as of June 10, 2020 that subsequently cease to be subject to such awards, such as by expiration, cancellation or forfeiture of the awards (together, the “Prior Plan Shares”).

In accordance with Item 512(a)(1)(iii) of Regulation S-K and Compliance and Disclosure Interpretation 126.43, this Post-Effective Amendment No. 1 to Registration Statement No. 333-204841 and Post-Effective Amendment No. 1 to Registration Statement No. 333-221385 (together the “Post-Effective Amendments”) are hereby filed to cover the issuance of the Prior Plan Shares pursuant to the 2020 Plan.

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 hereby incorporated by reference in this registration statement:

(a) the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the Commission on February 27, 2020;

(b) the Registrant’s Quarterly Report on Form 10-Q for the three months ended March 31, 2020, filed with the Commission on April 23, 2020;

(c) the Registrant’s Current Report on Form 8-K filed with the Commission on March 30, 2020; and

(d) the description of the Registrant’s common stock contained in the Registrant’s Registration Statement on Form 8-A filed with the Commission on January 24, 2006, including any amendments or reports filed for the purpose of updating such description (including Exhibit 4.2 to the Registrant’s Annual Report on Form 10-K filed with the Commission on February 27, 2020).

All documents filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than any information the Registrant furnishes, rather than files, with the Commission, subsequent to the date of this Registration statement and prior to the filing of a post-effective amendment that indicates that all the securities offered have been sold or that 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 the filing of such documents with the Commission.

Any statement contained in this registration statement or in a document incorporated or deemed to be incorporated by reference in this Registration statement will be deemed to be modified or superseded 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 in this Registration statement modifies or supersedes that statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this Registration statement.

Item 4.    Description of Securities.

Not applicable.

Item 5.    Interests of Named Experts and Counsel.

None.

Item 6.    Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law (the “DGCL”) provides that a corporation may indemnify any person, including an officer or director, who was or is, or is threatened to be made, a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was a director, officer, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of such corporation, and, with respect to any criminal actions and proceedings, had no reasonable cause to believe that his conduct was unlawful. A Delaware corporation may indemnify any person, including an officer or director, who was or is, or is threatened to be made, a party to any threatened, pending or contemplated action or suit by or in the right of such corporation, under the same conditions, except that such indemnification is limited to expenses (including attorneys’ fees) actually and reasonably incurred by such person, and except that no indemnification is permitted without judicial approval if such person is adjudged to be liable to such

corporation. Where an officer or director of a corporation is successful, on the merits or otherwise, in the defense of any action, suit or proceeding referred to above, or any claim, issue or matter therein, the corporation must indemnify that person against the expenses (including attorneys' fees) that such officer or director actually and reasonably incurred in connection therewith. The rights provided in Section 145 of the DGCL are not exclusive, and the corporation may also provide for indemnification under bylaw, agreement, vote of stockholders or disinterested directors or otherwise.

The Registrant’s restated certificate of incorporation, as amended, provides that no director is liable to the registrant or its stockholders for monetary damages for breach of fiduciary duty as a director to the fullest extent permitted by the DGCL. The Registrant’s amended and restated bylaws, as amended, require the Registrant to indemnify its directors and officers to the fullest extent permitted by Delaware law. The Registrant has entered into indemnification agreements with all of its directors and executive officers and has purchased directors’ and officers’ liability insurance.

Item 7.    Exemption from Registration Claimed.

Not applicable.

Item 8.    Exhibits.

The following is a list of all exhibits filed as part of this Registration statement or, as noted, incorporated by reference into this Registration statement:

Exhibit Number	Description
4.1	Restated Certificate of Incorporation of Crocs, Inc. (incorporated herein by reference to Exhibit 4.1 to Crocs, Inc.’s Registration Statement on Form S-8, filed on March 9, 2006 (File No. 333-132312)).
4.2	Certificate of Amendment to the Restated Certificate of Incorporation of Crocs, Inc. (incorporated herein by reference to Exhibit 3.1 to Crocs, Inc.’s Current Report on Form 8-K, filed on July 12, 2007).
4.3	Amended and Restated Bylaws of Crocs, Inc. (incorporated herein by reference to Exhibit 4.2 to Crocs, Inc.’s Registration Statement on Form S-8, filed on March 9, 2006 (File No. 333-132312)).
4.4	Certificate of Designations of Series A Convertible Preferred Stock of Crocs, Inc. (incorporated herein by reference to Exhibit 3.1 to Crocs, Inc.’s Current Report on Form 8-K, filed on January 27, 2014).
5.1	Opinion of Perkins Coie LLP as to the legality of the securities being registered with respect to the 2015 Plan (incorporated herein by reference to Exhibit 5.1 to Crocs, Inc’s Registration Statement on Form S-8, filed on June 9, 2015 (File No. 333-204841)).
5.2	Opinion of Perkins Coie LLP as to the legality of the securities being registered with respect to the 2015 Plan (incorporated herein by reference to Exhibit 5.1 to Crocs, Inc’s Registration Statement on Form S-8, filed on November 7, 2017 (File No. 333-221385)).
5.3*	Opinion of Perkins Coie LLP.
10.1	Crocs, Inc. 2015 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 to Crocs, Inc.’s Current Report on Form 8-K filed on June 9, 2015).
10.2	Crocs, Inc. 2020 Equity Incentive Plan (incorporated herein by reference to Appendix A to Crocs, Inc.’s Definitive Proxy Statement on Schedule 14A, filed April 24, 2020).
23.1*	Consent of Deloitte & Touche LLP.
23.2*	Consent of Perkins Coie LLP (included in Exhibits 5.1, 5.2 and 5.3).
24.1*	Power of Attorney (see signature page).

* Filed herewith.

Item 9.    Undertakings.

A. The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration statement:

(a) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(b) To reflect in the prospectus any facts or events arising after the effective date of the Registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration statement; and

(c) To include any material information with respect to the plan of distribution not previously disclosed in this Registration statement or any material change to such information in the Registration statement;

provided, however, that the undertakings set forth in paragraphs A(1)(a) and A(1)(b) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration statement;

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

B. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) under the Exchange Act, that is incorporated by reference in this Registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof.

C. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

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 these Post-Effective Amendments to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Broomfield, State of Colorado, on June 10, 2020.

	CROCS, INC.
By:	/s/ Andrew Rees
	Name: Andrew Rees
	Title: President and Chief Executive Officer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Andrew Rees and Daniel P. Hart, or either of them, as his or her attorneys-in-fact, with the power of substitution, for him or her in any and all capacities, to sign any amendments to this registration statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, these Post-Effective Amendments have been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/ Andrew Rees	President, Chief Executive Officer and Director (Principal Executive Officer)	June 10, 2020
Andrew Rees
/s/ Anne Mehlman	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	June 10, 2020
Anne Mehlman
/s/ Thomas J. Smach	Chairman of the Board	June 10, 2020
Thomas J. Smach
/s/ Ian Bickley	Director	June 10, 2020
Ian Bickley
/s/ Ronald L. Frasch	Director	June 10, 2020
Ronald L. Frasch
/s/ Beth J. Kaplan	Director	June 10, 2020
Beth J. Kaplan
/s/ Douglas Treff	Director	June 10, 2020
Douglas Treff
/s/ Doreen A. Wright	Director	June 10, 2020
Doreen A. Wright

EX-5.3

                   Exhibit 5.3

June 10, 2020

Crocs, Inc.

13601 Via Varra

Broomfield, Colorado 80020

Re: Post-Effective Amendments to Registration Statement on Form S-8 for Shares of Common Stock, par value $0.001 per share, of Crocs, Inc.

Ladies and Gentlemen:

We have acted as counsel to Crocs, Inc., a Delaware corporation, in connection with the preparation of Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (File No. 333-204841) and Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (File No. 333-221385) (together, the “Post-Effective Amendments”) under the Securities Act of 1933, as amended (the “Act”), which Crocs, Inc. is filing with the Securities and Exchange Commission with respect to the Prior Plan Shares (as defined below) authorized for issuance under the 2020 Plan (as defined below).

On June 10, 2020 (the “Effective Date”), the shareholders of Crocs, Inc. approved the 2020 Equity Incentive Plan (the “2020 Plan”). The total number of shares of common stock of Crocs, Inc., par value $0.001 per share, authorized for issuance under the 2020 Plan includes, in addition to 3,835,920 new shares (registered concurrently on a new registration statement on Form S-8), (i) the number of shares available for future awards under the Crocs, Inc. 2015 Equity Incentive Plan (the “Prior Plan”) as of the Effective Date and (ii) the number of undelivered shares subject to outstanding awards under the Prior Plan that will become available for future awards as provided for under the 2020 Plan (the shares described in (i) and (ii), the “Prior Plan Shares”).

We have examined the Post-Effective Amendments and such documents and records of Crocs, Inc. as we have deemed necessary for the purpose of this opinion. In giving this opinion, we are assuming the authenticity of all instruments presented to us as originals, the conformity with originals of all instruments presented to us as copies and the genuineness of all signatures.

Based upon and subject to the foregoing, we are of the opinion that any Prior Plan Shares issued by the Company pursuant to the 2020 Plan, upon registration by its registrar of the Prior Plan Shares and the issuance thereof by the Company in accordance with the terms of the 2020 Plan, and the receipt of consideration for such Prior Plan Shares in accordance with the terms of the 2020 Plan, such Prior Plan Shares will be validly issued, fully paid and non-assessable.

We hereby consent to the filing of this opinion as an exhibit to the Post-Effective Amendments. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act.

               Very truly yours,

               /s/ PERKINS COIE LLP

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Post-Effective Amendment No. 1 To Form S-8 Registration Statement No. 333-204841 and Post-Effective Amendment No. 1 To Form S-8 Registration Statement No. 333-221385 of our reports dated February 27, 2020, relating to the consolidated financial statements of Crocs, Inc. and the effectiveness of Crocs, Inc.’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of Crocs, Inc. for the year ended December 31, 2019.

/s/ Deloitte & Touche LLP

Denver, Colorado

June 10, 2020