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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(Address of Principal Executive Offices)
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(Zip Code)
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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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☒
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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)
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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)
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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)
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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 Registrants board of directors
that is less than the amount set forth in the foregoing clause (a).
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(4)
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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 Registrants 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.
(1)
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Previously filed as Exhibit 3.1 to the Registrants Current Report on Form
8-K, filed with the Commission on August 7, 2018, and incorporated herein by reference.
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(2)
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Previously filed as Exhibit 3.2 to the Registrants Current Report on Form
8-K, filed with the Commission on August 7, 2018, and incorporated herein by reference.
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(3)
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Previously filed as Exhibit 4.1 to the Registrants 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)
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Previously filed as Exhibit 10.1 to the Registrants Current Report on Form
8-K, filed with the Commission on August 3, 2021, and incorporated herein by reference.
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(5)
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Previously filed as Exhibit 10.14 to the Registrants 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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