As filed with the Securities and Exchange Commission on September 6, 2022
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ARLO TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
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| Delaware | 38-4061754 |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| 2200 Faraday Ave., Suite #150 | |
| Carlsbad, | California | 92008 |
| (Address of Principal Executive Offices) | (Zip Code) |
Arlo Technologies, Inc. 2018 Equity Incentive Plan
(Full title of the plan)
Matthew McRae
Chief Executive Officer
2200 Faraday Ave., Suite #150
Carlsbad, California 92008
(408) 890-3900
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Thomas A. Coll
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.
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| 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. ☐
REGISTRATION OF ADDITIONAL SECURITIES
The additional 1,500,000 shares of Common Stock (“Common Stock”) of Arlo Technologies, Inc. (the “Registrant”) available for issuance under the Arlo Technologies, Inc. 2018 Equity Incentive Plan, as amended (the “2018 EIP”) being registered on this Registration Statement are to be used exclusively for grants of awards to individuals who were not previously employees or non-employee directors of the Registrant (or following a bona fide period of non-employment with the Registrant), as an inducement material to the individual’s entry into employment with the Registrant within the meaning of Rule 303A.08 of the New York Stock Exchange Listed Company Manual (“Rule 303A.08”). The 2018 EIP was amended by the Board of Directors of the Registrant without stockholder approval pursuant to Rule 303A.08.
INCORPORATION OF DOCUMENTS BY REFERENCE
The Registrant previously registered shares of its Common Stock for issuance under the 2018 EIP under Registration Statements on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on August 3, 2018 (File No. 333-226576), on January 23, 2019 (File No. 333-229335), on March 3, 2020 (File No. 333-236864), and on March 3, 2021 (File No. 333-253833), August 20, 2021 (File No. 333-258972), January 21, 2022 (File No. 333-262275) and August 15, 2022 (File No. 333-266871). Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of the Registration Statements referenced above.
ITEM 8. EXHIBITS.
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Exhibit Number | | Description |
4.1(1) | | |
4.2(2) | | |
4.3(3) | | |
| 5.1 | | |
| 23.1 | | |
| 23.2 | | |
| 24.1 | | |
99.1(4) | | |
| 107 | | |
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| (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 10.2 to the Registrant’s Current Report on Form 8-K, filed with the Commission on August 26, 2022, and incorporated herein by reference. |
SIGNATURES
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 Carlsbad, State of California, on September 6, 2022.
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ARLO TECHNOLOGIES, INC. |
| |
| 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 Gordon Mattingly, 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.
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| Signature | | Title | | Date |
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| /s/ MATTHEW MCRAE | | Chief Executive Officer and Member of the Board of Directors | | September 6, 2022 |
| Matthew McRae | | (Principal Executive Officer) | | |
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| /s/ GORDON MATTINGLY | | Chief Financial Officer | | September 6, 2022 |
| Gordon Mattingly | | (Principal Financial and Accounting Officer) | | |
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| /s/ RALPH E. FAISON | | Chairman of the Board of Directors | | September 6, 2022 |
| Ralph E. Faison | | | | |
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| /s/ PRASHANT AGGARWAL | | Member of the Board of Directors | | September 6, 2022 |
| Prashant Aggarwal | | | | |
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| /s/ JOCELYN E. CARTER-MILLER | | Member of the Board of Directors | | September 6, 2022 |
| Jocelyn E. Carter-Miller | | | | |
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/s/ CATRIONA FALLON | | Member of the Board of Directors | | September 6, 2022 |
Catriona Fallon | | | | |
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| /s/ AMY ROTHSTEIN | | Member of the Board of Directors | | September 6, 2022 |
| Amy Rothstein | | | | |
| | | | |
| /s/ GRADY K. SUMMERS | | Member of the Board of Directors | | September 6, 2022 |
| Grady K. Summers | | | | |
Exhibit 107
Calculation of Filing Fee Tables
Form S-8
(Form Type)
Arlo Technologies, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
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Security Type | Security Class Title | Fee Calculation Rule | Amount Registered(1)(2) | Proposed Maximum Offering Price Per Unit(3) | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee |
Equity | 2018 Equity Incentive Plan
Common Stock, $0.001 par value per share | Rule 457(c) and Rule 457(h) | 1,500,000 | $5.84 | $8,760,000.00 | 0.0000927 | $812.05 |
Total Offering Amounts | | $8,760,000.00 | | $812.05 |
Total Fee Offsets | | | | $0.00 |
Net Fee Due | | | | $812.05 |
(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 Common Stock (“Common Stock”) of Arlo Technologies, Inc. (the “Registrant”) that become issuable under the Arlo Technologies, Inc. 2018 Equity Incentive Plan, as amended (the “2018 EIP”), by reason of any stock dividend, stock split, recapitalization or other similar transaction.
(2) Represents shares of Common Stock authorized for issuance under the 2018 EIP pursuant to an amendment approved by the Board of Directors of the Registrant on August 22, 2022 without stockholder approval pursuant to Rule 303A.08 of the New York Stock Exchange Listed Company Manual (“Rule 303A.08”), which shares are reserved for issuance upon the exercise of outstanding stock options or pursuant to the vesting of restricted stock units or performance restricted stock units granted under the 2018 EIP as inducement grants pursuant to Rule 303A.08.
(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 September 2, 2022, as reported on the New York Stock Exchange.
Exhibit 5.1
Thomas A. Coll
+1 858 550 6013
tcoll@cooley.com
September 6, 2022
Arlo Technologies, Inc.
2200 Faraday Avenue, Suite 150
Carlsbad, California 92008
Ladies and Gentlemen:
You have requested our opinion, as counsel to Arlo Technologies, Inc., a Delaware corporation (the “Company”), 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 up to 1,500,000 shares (the “Shares”) of the Company's Common Stock, par value $0.001 per share, issuable pursuant to the Company’s 2018 Equity Incentive Plan, as amended (the “Plan”).
In connection with this opinion, we have examined and relied upon the Registration Statement and related prospectus, the Plan, the Company’s Certificate of Incorporation and Bylaws, each as currently in effect, and 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 of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies, the accuracy, completeness and authenticity of certificates of public officials, and the due authorization, execution and delivery of all documents by all persons other than the Company where authorization, execution and delivery are prerequisites to the effectiveness of such documents. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.
Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plan, the Registration Statement and related prospectus, will be validly issued, fully paid and nonassessable (except as to Shares issued pursuant to deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).
4401 Eastgate Mall, San Diego, CA 92121 T: (858) 550-6000 F: (858) 550-6420 www.cooley.com
Exhibit 5.1
Arlo Technologies, Inc.
September 6, 2022
Page Two
We consent to the filing of this opinion as an exhibit to the Registration Statement.
Sincerely,
Cooley LLP
By: /s/ Thomas A. Coll
Thomas A. Coll
4401 Eastgate Mall, San Diego, CA 92121 T: (858) 550-6000 F: (858) 550-6420 www.cooley.com 