NTGR NETGEAR Inc

As filed with the Securities and Exchange Commission on February 16, 2024 Registration No. 333-
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
			Washington, D.C. 20549
			FORM S‑8
			REGISTRATION STATEMENT
			Under The Securities Act of 1933
			NETGEAR, Inc. (Exact name of Registrant as specified in its charter)
Delaware				77-0419172
(State or other jurisdiction of incorporation or organization)				(I.R.S. Employer Identification No.)
			350 East Plumeria Drive San Jose, CA 95134
(Address of principal executive offices, including zip code)
NETGEAR, Inc. 2024 Inducement Equity Incentive Plan
			(Full title of the plan)
			Bryan D. Murray Chief Financial Officer NETGEAR, Inc. 350 East Plumeria Drive San Jose, CA 95134 (408) 907-8000
(Name, address and telephone number, including area code, of agent for service)

 

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				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. 

 

 

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

NETGEAR, Inc. (the “Registrant”) hereby incorporates by reference into this Registration Statement the following documents previously filed with the Securities and Exchange Commission (the “Commission”):

(1) The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Commission on February 16, 2024 pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);

(2) The Registrant’s Current Reports on Form 8-K filed with the Commission on January 31, 2024 (except with respect to Item 2.02) and February 14, 2024; and

(3) The description of the Registrant’s common stock contained in the Registrant’s Registration Statement on Form 8-A filed with the Commission on July 25, 2003 (File No. 000-50350), 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 indicates 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 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 in 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 subsequently filed document which also 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 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law authorizes a corporation’s board of directors to grant, and authorizes a court to award, indemnity to officers, directors, and other corporate agents.

As permitted by Section 102(b)(7) of the Delaware General Corporation Law, the Registrant’s amended and restated certificate of incorporation contains provisions that limit the liability of its directors for monetary damages to the fullest extent permitted by Delaware law. Consequently, the Registrant’s directors will not be personally liable to the Registrant or its stockholders for monetary damages for any breach of fiduciary duties as directors, except liability for (i) any breach of their duty of loyalty to the Registrant or its stockholders, (ii) any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law, (iii) unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law, and/or (iv) any transaction from which they derived an improper personal benefit.

In addition, as permitted by Section 145 of the Delaware General Corporation Law, the Registrant’s amended and restated certificate of incorporation and amended and restated bylaws provide that:

 

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In addition, the Registrant’s practice is to enter into separate indemnification agreements with each of its directors and officers that provide the maximum indemnity allowed to directors and officers by Section 145 of the Delaware General Corporation Law and also to provide for certain additional procedural protections. The Registrant also maintains directors and officers insurance to insure such persons against certain liabilities.

These indemnification obligations described above may be sufficiently broad to permit the indemnification of the Registrant’s directors and officers for liabilities (including reimbursement of expenses incurred) arising under the Securities Act of 1933, as amended (the “Securities Act”).

See also the undertakings set out in response to Item 9 herein.

Item 7. Exemption from Registration Claimed.

Not applicable

Item 8. Exhibits.

				Incorporated by Reference
Exhibit Number		Exhibit Description		Form		File No.		Exhibit		Filing Date
4.1		Form of common stock certificate of Registrant.		S-1/A		333-104419		4.1		July 14, 2003
4.2		Amended and Restated Certificate of Incorporation of the Registrant		10-Q		000-50350		3.1		August 4, 2017
4.3		Amended and Restated Bylaws of the Registrant		8-K		000-50350		3.2		April 20, 2018
5.1*		Opinion of NETGEAR, Inc. Chief Legal Officer, Senior Vice President of Corporate Development and Corporate Secretary, as to legality of securities being registered.
23.1*		Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.
23.2*		Consent of Counsel (contained in Exhibit 5.1 hereto).
24.1*		Power of Attorney (contained on signature page hereto).
99.1		2024 Inducement Equity Incentive Plan and forms of agreement thereunder.		8-K		000-50350		10.1		February 14, 2024
107*		Filing Fee Table

* Filed herewith.

Item 9. Undertakings.

A. The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

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(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement.

Provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

B. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

C. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

 

 

 

 

 

 

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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 San Jose, State of California, on February 16, 2024.

 

NETGEAR, INC.

By: /s/ Charles (CJ) Prober

Charles (CJ) Prober

Chief Executive Officer

 

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Charles Prober and Bryan D. Murray, and each of them, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign the Registration Statement on Form S-8 of NETGEAR, Inc., and any and all amendments thereto (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 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 attorneys-in-fact and agents, 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, as amended, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title		Date
/s/ Charles (CJ) Prober		Chief Executive Officer (Principal Executive Officer)		February 16, 2024
Charles (CJ) Prober
/s/ Bryan D. Murray		Chief Financial Officer (Principal Accounting and Financial Officer)		February 16, 2024
Bryan D. Murray
/s/ Sarah S. Butterfass		Director		February 16, 2024
Sarah S. Butterfass
/s/ Laura J. Durr		Director		February 16, 2024
Laura J. Durr
/s/ Shravan K. Goli		Director		February 16, 2024
Shravan K. Goli
/s/ Bradley L. Maiorino		Director		February 16, 2024
Bradley L. Maiorino
/s/ Janice M. Roberts		Director		February 16, 2024
Janice M. Roberts
/s/ Barbara V. Scherer		Director		February 16, 2024
Barbara V. Scherer
/s/ Thomas H. Waechter		Director		February 16, 2024
Thomas H. Waechter

 

 

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Exhibit 5.1

OPINION AS TO LEGALITY OF SECURITIES BEING REGISTERED

February 16, 2024

NETGEAR, Inc.
350 East Plumeria Drive
San Jose, CA 95134

Re: Registration Statement on Form S-8

 

Ladies and Gentlemen:

 

I have examined the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by NETGEAR, Inc., a Delaware corporation (the “Company” or “you”), with the Securities and Exchange Commission on February 16, 2024, in connection with the registration under the Securities Act of 1933, as amended (the “Act”), of 2,000,000 shares of the Company’s common stock (the “Shares”) reserved for issuance under the Company’s 2024 Inducement Equity Incentive Plan (the “Plan”). I have examined the proceedings taken and am familiar with the proceedings proposed to be taken by you in connection with the sale and issuance of the Shares pursuant to the Plan.

 

This opinion is expressed only with respect to the General Corporation Law of the State of Delaware. I 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.

 

It is my opinion that the Shares, when issued and sold in compliance with the applicable prospectus delivery requirements and in the manner referred to in the Plan, the Registration Statement and related prospectus included therein, and pursuant to the agreements that accompany the Plan, and upon completion of the actions being taken or proposed to be taken to permit such transactions to be carried out in accordance with the securities laws of the various states where required, will be validly issued, fully-paid and non-assessable (except as to shares issued pursuant to deferred payment arrangements, which will be fully-paid and non-assessable when such deferred payments are made in full).

 

I consent to the use of this opinion as an exhibit to the Registration Statement.

 

 

Very truly yours,

/s/ Andrew W. Kim

Andrew W. Kim, Esq.

NETGEAR, Inc.

Chief Legal Officer, Senior Vice President of Corporate Development and Corporate Secretary

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Exhibit 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of NETGEAR, Inc. of our report dated February 16, 2024 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in NETGEAR, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2023.

 

 

/s/ PricewaterhouseCoopers LLP

San Jose, California

February 16, 2024

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Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) NETGEAR, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities

Security Type

Security Class Title

Fee Calculation Rule

Amount Registered (1)

Proposed Maximum Offering Price Per Unit Per Share

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

Equity

NETGEAR, Inc. 2024 Inducement Equity Incentive Plan Common Stock, $0.001 par value per share

Other (2)

2,000,000

$12.9 (2)

$25,800,000 (2)

0.00014760

$3,808

Total Offering Amounts

$25,800,000

Total Fees Previously Paid

—

Total Fee Offsets

—

Next Fee Due

$3,808

 

(1)	Pursuant to Rule 416(a) of the Securities Act of 1933, as amended, (the “Securities Act”) this Registration Statement shall also cover any additional shares of common stock of NETGEAR, Inc. (the “Registrant”) that become issuable under the NETGEAR, Inc. 2024 Inducement Equity Incentive Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of the Registrant’s outstanding shares of common stock.
(2)	Estimated in accordance with Rule 457(h) and Rule 457(c) of the Securities Act solely for the purpose of calculating the registration fee. The proposed maximum offering price per share and proposed maximum aggregate offering price are based upon the average of the high and low prices per share of the Registrant’s common stock on February 9, 2024, as reported on The Nasdaq Global Select Market.

 

 

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