Securities Registration: Employee Benefit Plan (s-8)
21 Januar 2022 - 10:03PM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on January 21, 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 |
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38-4061754 |
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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2200 Faraday Ave., Suite #150
Carlsbad, California
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92008 |
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Offices) |
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(Zip Code) |
Arlo Technologies, Inc. 2018 Equity Incentive
Plan
Arlo Technologies, Inc. 2018 Employee Stock
Purchase Plan
(Full titles of the plans)
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
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.
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| Large Accelerated filer |
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☐ |
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Accelerated filer |
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☒ |
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| Non-accelerated filer |
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☐ |
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Smaller reporting company |
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☐ |
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Emerging growth company |
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☒ |
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. ☐
CALCULATION OF REGISTRATION FEE
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Title of securities
to be registered
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Amount
to be
registered(1)
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Proposed
maximum
offering price
per share(2) |
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Proposed
maximum
aggregate
offering price(2)
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Amount of
registration fee
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2018 Equity Incentive Plan
Common Stock, $0.001
par value per share
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3,377,816 shares(3) |
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$9.36 |
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$31,616,357.76 |
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$2,930.84 |
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2018 Employee Stock Purchase Plan
Common Stock,
$0.001 par value per share
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844,454 shares(4) |
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$9.36 |
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$7,904,089.44 |
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$732.71 |
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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 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”) 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.
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| (2) |
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 18, 2022, as reported on the New York
Stock Exchange.
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| (3) |
Represents shares of Common Stock that were
automatically added to the shares authorized for issuance under the
2018 EIP on January 1, 2022 pursuant to an “evergreen”
provision contained in the 2018 EIP. Pursuant to such 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).
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| (4) |
Represents shares of Common Stock that were
automatically added to the shares authorized for issuance under the
2018 ESPP on January 1, 2022 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).
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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 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),
March 3, 2021 (File No. 333-253833) and on
August 20, 2021 (File No. 333-258972). 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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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.
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| (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.
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| (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.
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| (4) |
Previously filed as Exhibit 10.1 to the Registrant’s
Current Report on Form 8-K,
filed with the Commission on August 3, 2021, and incorporated
herein by reference.
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Previously filed as Exhibit 10.14 to the Registrant’s
Annual Report on Form 10-K,
filed with the Commission on February 22, 2019, and
incorporated herein by reference.
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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 January 21, 2022.
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ARLO TECHNOLOGIES, INC.
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By:
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/s/ MATTHEW MCRAE
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Matthew McRae
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Chief Executive Officer
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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
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Title
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Date
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/s/ MATTHEW MCRAE
Matthew McRae
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Chief Executive Officer and Member of the Board of
Directors
(Principal Executive Officer)
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January 21, 2022 |
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/s/ GORDON MATTINGLY
Gordon Mattingly
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Chief Financial Officer
(Principal Financial and Accounting
Officer)
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January 21, 2022 |
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/s/ RALPH E. FAISON
Ralph E. Faison
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Chairman of the Board of
Directors |
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January 21, 2022 |
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/s/ PRASHANT AGGARWAL
Prashant Aggarwal
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Member of the Board of
Directors |
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January 21, 2022 |
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/s/ JOCELYN E. CARTER-MILLER
Jocelyn E. Carter-Miller
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Member of the Board of
Directors |
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January 21, 2022 |
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/s/ CATRIONA FALLON
Catriona Fallon
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Member of the Board of
Directors |
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January 21, 2022 |
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/s/ AMY ROTHSTEIN
Amy Rothstein
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Member of the Board of
Directors |
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January 21, 2022 |
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/s/ GRADY K. SUMMERS
Grady K. Summers
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Member of the Board of
Directors |
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January 21, 2022 |
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