Form S-8 POS - Securities to be offered to employees in employee benefit plans, post-effective amendments

As filed with the Securities and Exchange Commission on March 27, 2024

Registration No. 333-79643

Registration No. 333-46936

Registration No. 333-126054

Registration No. 333-204455

Registration No. 333-236660

Registration No. 333-237998

Registration No. 333-259566

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-79643

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-46936

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-126054

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-204455

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-236660

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-237998

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-259566

BOWFLEX INC.

(Exact name of registrant as specified in its charter)



Washington						94-3002667
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

17750 S.E. 6th Way Vancouver, Washington						98683
(Address of Principal Executive Offices)						(Zip Code)

Direct Focus, Inc. Stock Option Plan

Direct Focus, Inc. 401(k) Savings Plan

Nautilus, Inc. Stock Option Plan

Nautilus, Inc. 2005 Long-Term Incentive Plan, as amended

Nautilus, Inc. Employee Stock Purchase Plan

Non-Plan Restricted Stock Unit Agreements (Inducement Restricted Stock Unit Awards)

Nautilus, Inc. Inducement Stock Plan for Vay AG Employees

Nautilus, Inc. Amended and Restated 2015 Long-Term Incentive Plan

(Full title of the plans)

Aina Konold

Chief Financial Officer

Bowflex Inc.

17750 S.E. 6th Way

Vancouver, Washington 98683

(Name and address of agent for service)

(360) 859-2900

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

With copies to:

Amy Bowler

Holland & Hart LLP

555 17th Street, Suite 3200

Denver, CO 80202

(303) 295-8000

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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

These Post-Effective Amendments (these “Post Effective Amendments”) relate to the following Registration Statements on Form S-8 (collectively, the “Registration Statements”) filed by Bowflex Inc. (f/k/a Nautilus, Inc. and Direct Focus, Inc.), a Washington corporation (the “Company”) with the Securities and Exchange Commission (the “SEC”):

•Registration Statement on Form S-8 (No. 333-79643), filed with the SEC on May 28, 1999;

•Registration Statement on Form S-8 (No. 333-46936), filed with the SEC on September 29, 2020;

•Registration Statement on Form S-8 (No. 333-126054), filed with the SEC on June 22, 2005;

•Registration Statement on Form S-8 (No. 333-204455), filed with the SEC on May 26, 2015;

•Registration Statement on Form S-8 (No. 333-236660), filed with the SEC on February 26, 2020;

•Registration Statement on Form S-8 (No. 333-237998), filed with the SEC on May 5, 2020;

•Registration Statement on Form S-8 (No. 333-259566), filed with the SEC on September 15, 2021; and

•Registration Statement on Form S-8 (No. 333-259566), filed with the SEC on August 22, 2022.

On March 4, 2024, the Company and certain of its subsidiaries filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code 11 U.S.C. §§ 101-1532 in the United States Bankruptcy Court for the District of New Jersey, thereby commencing chapter 11 cases for the Company Parties (the “Chapter 11 Cases”).

As a result of the Chapter 11 Cases, the Company has terminated all offerings of the Company’s common stock pursuant to the Registration Statements. Accordingly, effective upon filing of these Post-Effective Amendments, the Company hereby removes from registration all such shares of common stock of the Company that are registered but unsold under the Registration Statements, if any. Effective upon filing of these Post-Effective Amendments, the Registration Statements are hereby amended, as appropriate, to reflect the deregistration of such shares of common stock, and the Company hereby terminates the effectiveness of the Registration Statements.

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 this Amendment on Form S-8 and has duly caused this Post-Effective Amendment to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Vancouver, State of Washington, on March 27, 2024. No other person is required to sign this Post-Effective Amendment to the Registration Statements in reliance on Rule 478 of the Securities Act of 1933, as amended.