As filed with the Securities and Exchange Commission on February 15, 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
____________________________
 
  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
(Address of principal executive offices, including zip code)
________________________________________
Arista Networks, Inc. 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
Andrew D. Hoffman
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, 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   x
 
 
 
Accelerated filer   o
Non-accelerated filer   o
 
 
 
Smaller reporting company   o
 
 
 
 
Emerging growth company   o
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 Exchange Act.   o


 
 
 
 
 
 
 
 
 
 
 
 
 
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
 
756,679

(2)
 
$
194.67

(3)
 
$
147,302,700.93

 
 
$
17,853.09

 
TOTAL
 
756,679

 
 
 
 
 
$
147,302,700.93

 
 
$
17,853.09

 
(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 756,679 on January 1, 2019 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 $229.02 per share, which represents the average of the high and low price per share of the Registrant’s common stock on February 11, 2019 as reported on the New York Stock Exchange. Pursuant to the 2014 ESPP, 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 December 31 of the immediately preceding year, or (c) an amount determined by our board of directors.
On January 1, 2019 , the number of shares of the Registrant’s common stock available for grant and issuance under the ESPP increased by 756,679 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 contents of (i) the Registration Statement on Form S-8 (No. 333-196550) filed by the Registrant with the Securities and Exchange Commission (the “Commission”) on June 6, 2014, and (ii) the Registration Statement on Form S-8 (No. 333-202919) filed by the Registrant with the Commission on March 23, 2015, (iii) the Registration Statement on Form S-8 (No. 333-209723) filed by the Registrant with the Commission on February 25, 2016, (iv) the Registration Statement on Form S-8 (No. 333-216136) filed by the Registrant with the Commission on February 21, 2017, and (v) the Registration Statement on Form S-8 (No. 333-223093) filed by the Registrant with the Commission on February 20, 2018 are 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 for the fiscal year ended December 31, 2018 filed with the Commission on February 15, 2019 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





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 15th day of February, 2019. 
 
Arista Networks, Inc.
 
 
By:
/s/ JAYSHREE ULLAL
 
Jayshree Ullal
 
President, Chief Executive Officer and Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS , that each person whose signature appears below hereby constitutes and appoints Jayshree Ullal and Ita Brennan, 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 of 1933, this registration statement and the Power of Attorney have been signed by the following persons in the capacities and on the dates indicated.
Signature
 
Title
 
Date
/s/ JAYSHREE ULLAL
 
President, Chief Executive Officer and Director (Principal Executive Officer)
 
February 15, 2019
Jayshree Ullal
 
 
 
/s/ ITA BRENNAN
 
Chief Financial Officer (Principal Accounting and Financial Officer)
 
February 15, 2019
Ita Brennan
 
 
 
/s/ ANDY BECHTOLSHEIM
 
Founder, Chief Development Officer and Director
 
February 15, 2019
Andy Bechtolsheim
 
 
 
/s/ CHARLES GIANCARLO
 
Director
 
February 15, 2019
Charles Giancarlo
 
 
 
/s/ ANN MATHER
 
Director
 
February 15, 2019
Ann Mather
 
 
 
/s/ DAN SCHEINMAN
 
Director
 
February 15, 2019
Dan Scheinman
 
 
 
/s/ MARK TEMPLETON
 
Director
 
February 15, 2019
Mark Templeton
 
 
 
/s/ NIKOS THEODOSOPOULOS
 
Director
 
February 15, 2019
Nikos Theodosopoulos
 
 
 
 
 
 
 
 






Exhibit 5.1
February 15, 2019

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 756,679 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 “ ESPP ”). 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 Plans.
It is our opinion that the Shares, when issued and sold in the manner referred to in the Plans and pursuant to the agreements which accompany the Plans, 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,
 
 
 
 
 
/s/ Wilson Sonsini Goodrich & Rosati, P.C.
 
 
WILSON SONSINI GOODRICH & ROSATI
 
 
Professional Corporation







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 reports dated February 15, 2019 , with respect to the consolidated financial statements of Arista Networks, Inc. and the effectiveness of internal control over financial reporting of Arista Networks, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2018, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

San Jose, California
February 15, 2019