Arista Networks, Inc. (Form: S-8, Received: 03/23/2015 06:09:28)

Large accelerated filer

Accelerated filer

Non-accelerated filer

x (Do not check if a smaller reporting company)

Smaller reporting company

As filed with the Securities and Exchange Commission on March 20, 2015

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

____________________________

ARISTA NETWORKS, INC.

(Exact name of Registrant as specified in its charter)

____________________________



Delaware		20-1751121
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

____________________________

5453 Great America Parkway

Santa Clara, California 95054

(408) 547-5500

(Address of principal executive offices, including zip code)

____________________________

2014 Employee Stock Purchase Plan

(Full title of the plan)

____________________________

Jayshree Ullal

President and Chief Executive Officer

Arista Networks, Inc.

5453 Great America Parkway

Santa Clara, California 95054

(408) 547-5500

(Name, address and telephone number, including area code, of agent for service)

____________________________

Copies to:

____________________________



Larry W. Sonsini Raj S. Judge Mark B. Baudler Wilson Sonsini Goodrich & Rosati, P.C. 650 Page Mill Road Palo Alto, California 94304 (650) 493-9300		Marc Taxay Vice President, General Counsel Arista Networks, Inc. 5453 Great America Parkway Santa Clara, California 95054 (408) 547-5500

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).

____________________________

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, par value $0.0001 per share, reserved for issuance pursuant to the 2014 Employee Stock Purchase Plan	655,139 (2)	$58.65 (3)	$38,423,902.35	$4,465.00
TOTAL:	655,139	$58.65	$38,423,902.35	$4,465.00

(1)

Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “ Securities Act ”), this registration statement shall also cover any additional securities that may be necessary to adjust the number of shares reserved for issuance pursuant to the Registrant’s 2014 Employee Stock Purchase Plan (the “ ESPP ”) by reason of any stock split, stock dividend or similar adjustment effected without the Registrant’s receipt of consideration that results in an increase in the number of outstanding shares of the Registrant’s common stock.


(2)	Reflects an automatic annual increase of 655,139 on January 1, 2015 to the number of shares of Registrant’s Common Stock reserved for issuance under the ESPP, which annual increase is provided for in the ESPP.

(3)

Estimated in accordance with paragraphs (c) and (h) of Rule 457 under the Securities Act solely for the purpose of calculating the registration fee on the basis of 85% of $69.00, which represents the average of the high and low price per share of the Registrant’s common stock on March 13, 2015 as reported on the New York Stock Exchange. Pursuant to the 2014 Employee Stock Purchase Plan, the purchase price of the shares of the Registrant’s common stock reserved for issuance thereunder will be at least 85% of the lower of the fair market value on (i) the first trading day of the offering period or (ii) the purchase date.

REGISTRATION OF ADDITIONAL SECURITIES

PURSUANT TO GENERAL INSTRUCTION E

This Registration Statement on Form S-8 (the “Registration Statement”) registers additional shares of Common Stock of Arista Networks, Inc. (the “Registrant”) to be issued pursuant to the Registrant’s 2014 Employee Stock Purchase Plan (the “ESPP”). The number of shares of the Registrant’s common stock available for grant and issuance under the ESPP is subject to an annual increase on the first day of each fiscal year starting on January 1, 2015 and each subsequent anniversary, equal to the smallest of (a) 2,500,000, (b) 1% of the number of shares of common stock issued and outstanding on January 1, or (b) an amount determined by our board of directors.

On January 1, 2015, the number of shares of the Registrant’s common stock available for grant and issuance under the ESPP increased by 655,139 shares. These additional shares of Common Stock have become reserved for issuance as a result of the operation of the “evergreen” provision of the ESPP. Accordingly, the content of the Registrant’s Registration Statement on Form S-8 (No. 333-196550) filed with the Securities and Exchange Commission (the “Commission”) on June 6, 2014 is incorporated herein by reference pursuant to General Instruction E of Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The Registrant hereby incorporates by reference in this Registration Statement the following documents and information previously filed with the Commission:


(1)	The Registrant’s Annual Report on Form 10-K filed with the Commission on March 12, 2015 pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);


(2)	All other reports filed by the Registrant with the Commission pursuant to Sections 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant’s Annual Report referred to in (1) above; and


(3)	The description of the Registrant’s common stock contained in the Registrant’s Registration Statement on Form 8-A (File No. 001-36468) filed with the Commission on May 27, 2014, pursuant to Section 12(b) of the Exchange Act, including any amendment or report filed 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 on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicate that all securities offered have been sold or that deregisters 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; provided , however , that documents or information deemed to have been furnished and not filed in accordance with the rules of the Commission shall not be deemed incorporated by reference into this Registration Statement.

Any statement contained in a document incorporated or deemed to be 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 such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 8. Exhibits.



		Incorporated by Reference
Exhibit Number	Description	Form	File No.	Exhibit	Filing Date	Filed Herewith
4.1	Form of Common Stock certificate of the Registrant	S-1/A		4.1	4/21/2014
5.1	Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation					ü
23.1	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm					ü
23.2	Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (see Exhibit 5.1)					ü
24.1	Power of Attorney (contained on signature page hereto)					ü
99.1	2014 Employee Stock Purchase Plan	10-K		10.5	3/12/2015

SIGNATURES

Pursuant to the requirements of 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 Santa Clara, State of California, on this 20 day of March, 2015.



	Arista Networks, Inc.
	(Registrant)
By:	/s/ Jayshree Ullal
	Jayshree Ullal
	Chief Executive Officer, President and Director
	(Principal Executive Officer)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS , that each person whose signature appears below hereby constitutes and appoints Jayshree Ullal and Kelyn Brannon, and each of them, as their true and lawful attorney-in-fact and agent with full power of substitution, for him or her in any and all capacities, to sign any and all 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 attorney-in-fact, proxy and agent 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 for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, proxy and agent, or his or her substitute, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act, this registration statement and the Power of Attorney has been signed by the following persons in the capacities and on the dates indicated.



Signature	Title	Date
/s/ JAYSHREE ULLAL	Chief Executive Officer, President and Director (Principal Executive Officer)	March 20, 2015
Jayshree Ullal
/s/ KELYN BRANNON	Chief Financial Officer (Principal Accounting and Financial Officer)	March 20, 2015
Kelyn Brannon
/s/ ANDY BECHTOLSHEIM	Founder, Chief Development Officer, Director	March 20, 2015
Andy Bechtolsheim
/s/ CHARLES GIANCARLO	Director	March 20, 2015
Charles Giancarlo
/s/ ANN MATHER	Director	March 20, 2015
Ann Mather
/s/ DAN SCHEINMAN	Director	March 20, 2015
Dan Scheinman
/s/ MARC STOLL	Director	March 20, 2015
Marc Stoll
/s/ NIKOS THEODOSOPOULOS	Director	March 20, 2015
Nikos Theodosopoulos

EXHIBIT INDEX



		Incorporated by Reference
Exhibit Number	Description	Form	File No.	Exhibit	Filing Date	Filed Herewith
4.1	Form of Common Stock certificate of the Registrant	S-1/A		4.1	4/21/2014
5.1	Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation					ü
23.1	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm					ü
23.2	Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (see Exhibit 5.1)					ü
24.1	Power of Attorney (contained on signature page hereto)					ü
99.1	2014 Employee Stock Purchase Plan	10-K		10.5	3/12/2015

EXHIBIT 5.1

March 20, 2015

Arista Networks, Inc.

5453 Great America Parkway

Santa Clara, California 95054


Re:	Registration Statement on Form S-8

Ladies and Gentlemen:

We have examined the Registration Statement on Form S‑8 (the “ Registration Statement ”) to be filed by Arista Networks, Inc., a Delaware corporation, with the Securities and Exchange Commission on or about the date hereof, in connection with the registration under the Securities Act of 1933, as amended, of an aggregate of 655,139 shares (the “ Shares ”) of your common stock, par value $0.0001 per share (the “ Common Stock ”) reserved for issuance pursuant to the 2014 Employee Stock Purchase Plan (the “ Plan ”). As your legal counsel, we have reviewed the actions proposed to be taken by you in connection with the issuance and sale of the Shares to be issued under the Plan.

It is our opinion that the Shares, when issued and sold in the manner referred to in the Plan and pursuant to the agreements which accompany the Plan, will be legally and validly issued, fully paid and nonassessable.

We consent to the use of this opinion as an exhibit to the Registration Statement, and further consent to the use of our name wherever appearing in the Registration Statement and any amendments thereto.



			Sincerely,
			WILSON SONSINI GOODRICH & ROSATI
			Professional Corporation
			/s/ Wilson Sonsini Goodrich & Rosati, P.C.

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2014 Employee Stock Purchase Plan of Arista Networks, Inc., of our report dated March 11, 2015, with respect to the consolidated financial statements of Arista Networks, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2014, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Redwood City, California

March 20, 2015