S-8

As filed with the Securities and Exchange Commission on December 5, 2019                                Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

Under the Securities Act of 1933

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)

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

(Full title of the plan)

Kemper Isely

Chairman 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)

Copies to:

Lucy Schlauch Stark, Esq. Partner Holland & Hart LLP 555 17^th Street, Suite 3200 Denver, Colorado 80202 (303) 295-8000 John S. Fischer, Esq. 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. ☐

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock, $0.001 par value per share	600,000 shares(2)	$9.33(3)	$5,598,000(3)	$726.62

(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 $9.33 per share, the average of the high and low prices of the Registrant’s common stock on December 2, 2019, as reported on the New York Stock Exchange.

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 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) (the “Prior Registration Statement”).

The 2012 Plan is described in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Commission on January 18, 2019. On March 6, 2019, at the Company’s 2019 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 five years, through July 19, 2027.

Incorporation by Reference

This registration statement relates to securities of the same class as that to which the Prior Registration Statement relates, 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 Statement 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 Statement;

(b)     The Registrant’s Annual Report on Form 10-K for the year ended September 30, 2019, filed with the Commission on December 5, 2019;

(c)     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.

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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	333-182186	4.5	December 5, 2019
4.6	Description of Capital Stock	10-K	333-182186	4.6	December 5, 2019
5.1	Opinion letter of Holland & Hart LLP	—	—	—	—
10.49	Natural Grocers by Vitamin Cottage, Inc. 2012 Omnibus Incentive Plan, as amended	8-K	001-35608	10.49	March 8, 2019
23.1	Consent of Holland & Hart LLP (included in Exhibit 5.1)	—	—	—	—
23.2	Consent of KPMG LLP	—	—	—	—

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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 5th day of December, 2019.

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

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kemper Isely and Heather Isely, and each or any one of them, his or her true and lawful attorney-in-fact and agent, 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 in connection therewith, 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 their or his substitutes or substitute, 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.

Name	Title	Date
/s/ KEMPER ISELY	(Principal Executive Officer, Co-President,
Kemper Isely	Director)	December 5, 2019
/s/ ZEPHYR ISELY	(Principal Executive Officer, Co-President,
Zephyr Isely	Director)	December 5, 2019
/s/ TODD DISSINGER	(Principal Financial and Accounting Officer,
Todd Dissinger	Chief Financial Officer)	December 5, 2019
/s/ ELIZABETH ISELY	Director
Elizabeth Isely		December 5, 2019
/s/ HEATHER ISELY	Director
Heather Isely		December 5, 2019
	Director
Michael Campbell
/s/ EDWARD CERKOVNIK	Director
Edward Cerkovnik		December 5, 2019
/s/ RICHARD HALLé	Director
Richard Hallé		December 5, 2019

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EX-5.1

Exhibit 5.1

December 5, 2019

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, 2019 (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 opinion hereinafter expressed, we have reviewed originals or copies of the following:

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 as of a recent date;

T 303.295.8000    F 303.295.8261
555 17th Street, Suite 3200, Denver, CO 80202-3921
Mail to: P.O. Box 8749, Denver, CO 80201-8749
www.hollandhart.com Alaska
Colorado
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    December 5, 2019 Page 2

C. a copy of the Amended and Restated Bylaws of the Company effective as of 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 Registration Statement;

E. a report of the inspector of election at the annual meeting of the stockholders of the Company held on March 6, 2019, indicating that the adoption of the Plan was approved by the stockholders; and

F. the certificate of good standing covering the Company, issued by the Secretary of State of the State of Delaware as of a recent date (the “Good Standing Certificate”).

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. We have assumed for purposes of this opinion: (a) information contained in documents reviewed by us is true, complete and correct; (b) the genuineness and authenticity of all signatures on original documents; (c) the accuracy and completeness of all documents delivered to us and the authenticity of all documents submitted to us as originals; (d) the conformity to originals of all documents submitted to us as copies (including telecopies); (e) the accuracy, completeness and authenticity of certificates of public officials; (f) the legal capacity of all natural persons; and (g) the due authorization, execution and delivery of all documents by parties other than the Company.

We are opining herein as to the Delaware General Corporation Law, 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 expressly disavow any obligation to advise you with respect to future changes in law or in our knowledge or as to any event or change of condition occurring subsequent to the date of this letter. This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Securities Act.

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 thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

Very truly yours,

/s/ Holland & Hart LLP

    www.hollandhart.com Alaska
Colorado
Idaho Montana
Nevada
New Mexico Utah
Washington, D.C.
Wyoming

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Natural Grocers by Vitamin Cottage, Inc.:

We consent to the use of our reports dated December 5, 2019, with respect to the consolidated balance sheets of Natural Grocers by Vitamin Cottage, Inc. and subsidiaries as of September 30, 2019 and 2018, and the related consolidated statements of income, cash flows, and changes in stockholders’ equity for each of the years in the three-year period ended September 30, 2019, and the related notes (collectively, the “consolidated financial statements”), and the effectiveness of internal control over financial reporting as of September 30, 2019, incorporated herein by reference.

Our report dated December 5, 2019, on the consolidated financial statements as of September 30, 2019, includes an explanatory paragraph related to the Company’s change in method of accounting for revenue as of October 1, 2018 due to the adoption of ASU 2014-09, Revenue from Contracts with Customers.

/s/ KPMG LLP

Denver, Colorado

December 5, 2019