Securities Registration: Employee Benefit Plan (s-8)
March 03 2020 - 4:18PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on March 3, 2020
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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3030 Orchard Parkway
San Jose, California
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95134
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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
3030 Orchard Parkway
San Jose, California 95134
(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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3,031,005 shares (3)
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$3.19
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$9,668,905.95
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$1,255.03
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2018 Employee Stock
Purchase Plan
Common Stock, $0.001 par value per share
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757,751 shares (4)
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$3.19
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$2,417,225.69
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$313.76
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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 Registrant’s Common Stock (“Common Stock”) that become issuable under the Arlo Technologies, Inc.
2018 Equity Incentive Plan (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 February 28, 2020, 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, 2020 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)
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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, 2020 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) and on January 23, 2019 (File
No. 333-229335). 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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(1)
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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)
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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)
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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)
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Previously filed as Exhibit 10.12 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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(5)
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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 San
Jose, State of California, on March 3, 2020.
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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 Christine M.
Gorjanc, 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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March 3, 2020
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/s/ Christine M. Gorjanc
Christine M. Gorjanc
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Chief Financial Officer
(Principal Financial and Accounting Officer)
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March 3, 2020
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/s/ Prashant Aggarwal
Prashant Aggarwal
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Member of the Board of Directors
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March 3, 2020
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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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March 3, 2020
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/s/ Ralph E. Faison
Ralph E. Faison
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Member of the Board of Directors
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March 3, 2020
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/s/ Michael W. Pope
Michael W. Pope
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Member of the Board of Directors
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March 3, 2020
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/s/ Amy Rothstein
Amy Rothstein
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Member of the Board of Directors
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March 3, 2020
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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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March 3, 2020
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