Securities Registration: Employee Benefit Plan (s-8)
October 11 2018 - 1:47PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on October 10, 2018
Registration
No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
A10 NETWORKS, INC.
(Exact name of Registrant as specified in its charter)
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Delaware
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20-1446869
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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3 West Plumeria Drive
San Jose, CA 95134
(Address of principal executive offices, including zip code)
Amended and Restated 2014 Equity Incentive Plan
(Full title of the plan)
Lee Chen
President and Chief Executive Officer
A10 Networks, Inc.
3
West Plumeria Drive
San Jose, CA 95134
(408)
325-8668
(Name, address and telephone number, including area code, of agent for service)
Copies to:
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Herbert P. Fockler
Mark B. Baudler
Wilson
Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo
Alto, CA 94304
(650)
493-9300
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Robert Cochran
Vice President,
Legal and
Corporate Collaboration
A10 Networks, Inc.
3 West Plumeria Drive
San
Jose, CA 95134
(408)
325-8668
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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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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 Exchange Act.
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CALCULATION OF REGISTRATION FEE
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Title of Securities
to be Registered
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Proposed
Maximum
Amount to
be
Registered(1)
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Proposed
Maximum
Offering
Price
per Share
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Aggregate
Offering Price
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Amount of
Registration Fee
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Common Stock, par value $0.00001 per share, reserved for
issuance pursuant to the Amended and Restated 2014 Equity Incentive Plan
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3,584,623(2)
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$5.89(3)
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$21,113,429.47
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$2,558.95
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TOTAL
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3,584,623
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$21,113,429.47
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$2,558.95
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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 shall also cover any additional securities that may be necessary to adjust the number of shares reserved for issuance pursuant to the Registrants Amended and Restated 2014 Equity Incentive Plan (the
2014
Plan
) by reason of any stock split, stock dividend or similar adjustment effected without the Registrants receipt of consideration that results in an increase in the number of outstanding shares of the Registrants common stock.
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(2)
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Reflects an automatic annual increase of 3,584,623 on January 1, 2018 to the number of shares of
Registrants Common Stock reserved for issuance under the 2014 Plan, which annual increase is provided for in the 2014 Plan.
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(3)
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Estimated in accordance with paragraphs (c) and (h) of Rule 457 under the Securities Act solely for the
purpose of calculating the registration fee on the basis of $5.89 per share, which represents the average of the high and low price per share of the Registrants common stock on October 9, 2018 as reported on the New York Stock Exchange.
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REGISTRATION OF ADDITIONAL SECURITIES
PURSUANT TO GENERAL INSTRUCTION E
This Registration Statement on Form
S-8
(the Registration Statement) registers additional
shares of Common Stock of A10 Networks, Inc. (the Registrant) to be issued pursuant to the Registrants Amended and Restated 2014 Equity Incentive Plan (the
2014 Plan
). The number of shares of the
Registrants common stock available for grant and issuance under the 2014 Plan is subject to an annual increase on the first day of each fiscal year starting on January 1, 2015 by an amount equal to the least of (i) 8,000,000 Shares,
(ii) five percent (5%) of the outstanding Shares (as defined in the 2014 Plan) on the last day of the immediately preceding fiscal year of the Registrant or (iii) such number of Shares determined by the board of directors of the
Registrant.
On January 1, 2018, the number of shares of the Registrants common stock available for grant and issuance under
the 2014 Plan increased by 3,584,623 shares. These additional shares of Common Stock have become reserved for issuance as a result of the operation of the evergreen provision of the 2014 Plan. Accordingly, the content of the
Registrants Registration Statement on Form
S-8
(No.
333-194719)
filed with the Securities and Exchange Commission (the Commission) on March 21,
2014, as amended by the Post-Effective Amendment No. 1 to the Registration Statement on Form
S-8
filed with the Commission on June 23, 2014, is incorporated herein by reference pursuant to General
Instruction E of Form
S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference in this Registration Statement the following documents and information previously filed with
the Commission:
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(1)
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The Registrants Annual Report on Form
10-K
filed with the
Commission on August 29, 2018, as amended on October 10, 2018, pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the
Exchange Act
);
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(2)
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The Registrants Quarterly Reports on Form
10-Q
filed with the
Commission on September 24, 2018 and October 9, 2018, pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the
Exchange Act
); and
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(3)
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The description of the Registrants common stock contained in the Registrants Registration Statement
on Form
8-A
(File
No. 001-36331)
filed with the Commission on March 21, 2014, pursuant to Section 12(b) of the Exchange Act, including any amendment or
report filed for the purpose of updating such description.
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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 indicate 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 a 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 into 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 other subsequently filed document which also is or 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 8. Exhibits
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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 October 10, 2018.
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A10 NETWORKS, INC.
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By:
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/s/ Lee Chen
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Lee Chen
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Chief Executive Officer and President
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Lee Chen and Tom Constantino, and
each of them, as his true and lawful attorney in fact and agent with full power of substitution, for him in any and all capacities, to sign any and all amendments to this Registration Statement on Form
S-8
(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 attorney in fact, proxy and agent 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 might or could do in person, hereby ratifying and confirming all that said attorney in
fact, proxy and agent, or his 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.
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Signature
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Title
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Date
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/s/ Lee Chen
Lee Chen
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Chief Executive Officer, President and Director (Principal Executive Officer)
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October 10, 2018
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/s/ Tom Constantino
Tom Constantino
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Chief Financial Officer
(Principal
Accounting and Financial Officer)
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October 10, 2018
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/s/ Robert Cochran
Robert Cochran
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Executive Vice President, Legal and Corporate Collaboration and Secretary and Director
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October 10, 2018
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/s/ Peter Y. Chung
Peter Y. Chung
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Director
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October 10, 2018
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/s/ Alan S. Henricks
Alan S. Henricks
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Director
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October 10, 2018
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/s/ Phillip J. Salsbury
Phillip J. Salsbury
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Director
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October 10, 2018
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/s/ Tor R. Braham
Tor R. Braham
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Director
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October 10, 2018
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