As filed with the Securities and Exchange Commission on January 23, 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
A RLO T ECHNOLOGIES , I NC .
(Exact name of registrant as specified in its charter)
| Delaware | 38-4061754 | |
|
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
|
3030 Orchard Parkway San Jose, California |
95134 | |
| (Address of Principal Executive Offices) | (Zip Code) |
2018 Equity Incentive Plan
2018 Employee Stock Purchase Plan
(Full titles of the plans)
Matthew McRae
Chief Executive Officer
3030 Orchard Parkway
San Jose, California 95134
(408) 890-3900
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Thomas A. Coll
Sean M. Clayton
Cooley LLP
4401 Eastgate Mall
San Diego, CA 92121
(858) 550-6000
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 by Section 7(a)(2)(B) of the Securities Act ☐
CALCULATION OF REGISTRATION FEE
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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 |
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2018 Equity Incentive Plan
|
9,792,677 shares (4) | $7.1032-$7.56 (2) | $70,739,349.03 (2) | $8,573.61 | ||||
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2018 Employee Stock Purchase Plan
|
742,472 shares (5) | $7.56 (3) | $5,613,088.32 (3) | $680.31 | ||||
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| (1) |
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “ Securities Act ”), this Registration Statement on Form S-8 shall also cover any additional shares of the Registrant’s Common Stock (“ Common Stock ”) that become issuable under the Arlo Technologies, Inc. 2018 Equity Incentive Plan (the “ 2018 EIP ”) or the Arlo Technologies, Inc. 2018 Employee Stock Purchase Plan (the “ 2018 ESPP ”) by reason of any stock dividend, stock split, recapitalization or other similar transaction. |
| (2) |
This estimate is made pursuant to Rule 457(c) and Rule 457(h)(1) of the Securities Act solely for the purpose of calculating the registration fee on the basis of (a) the weighted-average exercise price of $7.1032 for the 7,209,477 shares of Common Stock issuable upon the exercise of stock options outstanding under the 2018 EIP as of the date of this Registration Statement and (b) the average of the high and low prices of the Common Stock on January 16, 2019, as reported on the New York Stock Exchange, for the 2,583,200 shares of Common Stock reserved for future issuance pursuant to awards under the 2018 EIP. |
| (3) |
This estimate is made pursuant to Rule 457(c) and Rule 457(h)(1) of the Securities Act solely for purposes of calculating the registration fee. The price per share and aggregate offering price are based upon the average of the high and low prices of the Common Stock on January 16, 2019, as reported on the New York Stock Exchange. |
| (4) |
Represents (i) 6,822,787 shares of Common Stock issuable upon exercise or settlement of the Adjusted Awards (as defined in the 2018 EIP) plus (ii) 2,969,890 shares of Common Stock that were automatically added to the shares authorized for issuance under the 2018 EIP on January 1, 2019 pursuant to an “evergreen” provision contained in the 2018 EIP. On December 31, 2018, NETGEAR, Inc. (“ NETGEAR ”) completed the spin-off of the Registrant, pursuant to which NETGEAR equity-based awards were converted into Adjusted Awards covering 6,822,787 shares of Common Stock. Pursuant to the “evergreen” provision, on January 1 of each year commencing in 2019, the number of shares authorized for issuance under the 2018 EIP is automatically increased by: (a) a number equal to 4% of the total number of shares of Common Stock outstanding on December 31 of the preceding calendar year; or (b) a number determined by the Registrant’s board of directors that is less than the amount set forth in the foregoing clause (a). |
| (5) |
Represents shares of Common Stock that were automatically added to the shares authorized for issuance under the 2018 ESPP on January 1, 2019 pursuant to an “evergreen” provision contained in the 2018 ESPP. Pursuant to such provision, on January 1 of each year commencing in 2019, the number of shares authorized for issuance under the 2018 ESPP is automatically increased by a number equal to the least of: (a) 1% of the total number of shares of Common Stock outstanding on December 31 of the preceding calendar year; (b) 1,000,000 shares of Common Stock; or (c) a number determined by the Registrant’s board of directors that is less than the amounts set forth in the foregoing clauses (a) and (b). |
INCORPORATION OF DOCUMENTS BY REFERENCE
This Registration Statement is being filed for the purpose of increasing the number of securities of the same class as other securities for which a Registration Statement of the Registrant on Form S-8 relating to the same employee benefit plans is effective.
The Registrant previously registered shares of its Common Stock for issuance under the 2018 EIP and the 2018 ESPP under a Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the “ Commission ”) on August 3, 2018 (File No. 333-226576). Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of the Registration Statement referenced above.
| ITEM 8. |
EXHIBITS. |
| (1) |
Previously filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on August 7, 2018, and incorporated herein by reference. |
| (2) |
Previously filed as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K, filed with the Commission on August 7, 2018, and incorporated herein by reference. |
| (3) |
Previously filed as Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-226088), filed with the Commission on July 23, 2018, and incorporated herein by reference. |
| (4) |
Previously filed as Exhibit 10.12 to the Registrant’s Current Report on Form 8-K, filed with the Commission on August 7, 2018, and incorporated herein by reference. |
| (5) |
Previously filed as Exhibit 10.13 to the Registrant’s Current Report on Form 8-K, filed with the Commission on August 7, 2018, and incorporated herein by reference. |
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 San Jose, State of California, on January 23, 2019.
| A RLO T ECHNOLOGIES , I NC . | ||
| By: |
/s/ Matthew McRae |
|
| Matthew McRae | ||
| Chief Executive Officer | ||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Matthew McRae and Christine M. Gorjanc, and each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), 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 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 their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
|
Signature |
Title |
Date |
||
|
/s/ Matthew McRae |
Chief Executive Officer and Member of the Board of Directors | January 23, 2019 | ||
| Matthew McRae | (Principal Executive Officer) | |||
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/s/ Christine M. Gorjanc |
Chief Financial Officer | January 23, 2019 | ||
| Christine M. Gorjanc | (Principal Financial and Accounting Officer) | |||
|
/s/ Prashant Aggarwal |
Member of the Board of Directors | January 23, 2019 | ||
| Prashant Aggarwal | ||||
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/s/ Jocelyn E. Carter-Miller |
Member of the Board of Directors | January 23, 2019 | ||
| Jocelyn E. Carter-Miller | ||||
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/s/ Ralph E. Faison |
Member of the Board of Directors | January 23, 2019 | ||
| Ralph E. Faison | ||||
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/s/ Michael W. Pope |
Member of the Board of Directors | January 23, 2019 | ||
| Michael W. Pope | ||||
|
/s/ Grady K. Summers |
Member of the Board of Directors | January 23, 2019 | ||
| Grady K. Summers | ||||
Exhibit 5.1
Sean M. Clayton
+1 858 550 6034
sclayton@cooley.com
January 23, 2019
Arlo Technologies, Inc.
3030 Orchard Parkway
San Jose, California 95134
Ladies and Gentlemen:
You have requested our opinion, as counsel to A RLO T ECHNOLOGIES , I NC ., a Delaware corporation (the “Company”), with respect to certain matters in connection with the filing by the Company of a Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission, covering the offering of an aggregate of up to 10,535,149 shares of the Company’s Common Stock, $0.001 par value (the “Shares”), including 9,792,677 shares issuable pursuant to the Company’s 2018 Equity Incentive Plan (the “Incentive Plan”) and 742,472 shares issuable pursuant to the Company’s 2018 Employee Stock Purchase Plan (the “Employee Plan”).
In connection with this opinion, we have examined and relied upon the Registration Statement and related prospectuses, the Incentive Plan, the Employee Plan, the Company’s Amended and Restated Certificate of Incorporation and Bylaws, and the originals or copies certified to our satisfaction of such records, documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness and authenticity of all documents submitted to us as originals and the conformity to originals of all documents submitted to us as copies thereof. Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when issued and sold in accordance with the Incentive Plan or the Employee Plan, as applicable, the Registration Statement and related prospectus, will be validly issued, fully paid and nonassessable (except as to shares issued pursuant to certain deferred payment arrangements under the Incentive Plan which will be fully paid and nonassessable when such deferred payments are made in full).
We consent to the filing of this opinion as an exhibit to the Registration Statement.
Sincerely,
| Cooley LLP | ||
| By: | /s/ Sean M. Clayton | |
| Sean M. Clayton | ||
4401 EASTGATE MALL, SAN DIEGO, CA 92121 T: (858) 550-6000 F: (858) 550-6420 WWW.COOLEY.COM
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Arlo Technologies, Inc. of our report dated April 16, 2018 relating to the combined financial statements of Arlo, which appears in Amendment No. 2 to the Registration Statement on Form S-1 (No. 333-226088) of Arlo Technologies, Inc.
| /s/ PricewaterhouseCoopers LLP |
| San Jose, California |
| January 23, 2019 |