As filed with the Securities and Exchange Commission on February 25, 2016
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________________
ARISTA NETWORKS, INC.
(Exact name of Registrant as specified in its charter)
____________________________
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| Delaware | | 20-1751121 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
5453 Great America Parkway
Santa Clara, California 95054
(408) 547-5500
(Address of principal executive offices, including zip code)
____________________________
Arista Networks, Inc. 2014 Employee Stock Purchase Plan
Arista Networks, Inc. 2014 Equity Incentive Plan
(Full title of the plan)
____________________________
Jayshree Ullal
President and Chief Executive Officer
Arista Networks, Inc.
5453 Great America Parkway
Santa Clara, California 95054
(408) 547-5500
(Name, address and telephone number, including area code, of agent for service)
____________________________
Copies to:
____________________________
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Larry W. Sonsini Raj S. Judge Mark B. Baudler Andrew D. Hoffman Wilson Sonsini Goodrich & Rosati, P.C. 650 Page Mill Road Palo Alto, California 94304 (650) 493-9300
| | Marc Taxay Vice President, General Counsel Arista Networks, Inc. 5453 Great America Parkway Santa Clara, California 95054 (408) 547-5500 |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one).
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| Large accelerated filer | | x | | Accelerated filer | | o |
| Non-accelerated filer | | o (Do not check if a smaller reporting company) | | Smaller reporting company | | o |
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| Title of Securities to be Registered | Amount to be Registered(1) | Proposed Maximum Offering Price Per Share | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee |
| Common Stock, par value $0.0001 per share, reserved for issuance pursuant to the 2014 Employee Stock Purchase Plan | 681,315 (2) | $50.20 (3) | $34,199,799.02 | $3,443.92 |
| Common Stock, par value $0.0001 per share, reserved for issuance pursuant to the 2014 Equity Incentive Plan | 2,043,946 (4) | $59.06 (5) | $120,705,232.06 | $12,155.02 |
| TOTAL: | 2,725,261 | | $154,905,031.08 | $15,598.94 |
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| (1) | 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 Registrant’s 2014 Employee Stock Purchase Plan (the “ESPP”) and 2014 Equity Incentive Plan (the “2014 Plan”) by reason of any stock split, stock dividend or similar adjustment effected without the Registrant’s receipt of consideration that results in an increase in the number of outstanding shares of the Registrant’s common stock. |
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| (2) | Reflects an automatic annual increase of 681,315 on January 1, 2016 to the number of shares of Registrant’s Common Stock reserved for issuance under the ESPP, which annual increase is provided for in the ESPP. |
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| (3) | 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 85% of $59.06, which represents the average of the high and low price per share of the Registrant’s common stock on February 18, 2016 as reported on the New York Stock Exchange. Pursuant to the 2014 Employee Stock Purchase Plan, the purchase price of the shares of the Registrant’s common stock reserved for issuance thereunder will be at least 85% of the lower of the fair market value on (i) the first trading day of the offering period or (ii) the purchase date. |
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| (4) | Reflects an automatic annual increase of 2,043,946 on January 1, 2016 to the number of shares of Registrant’s Common Stock reserved for issuance under the 2014 Plan, which annual increase is provided for in the 2014 Plan. |
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| (5) | Estimated in accordance with Rules 457(c) and (h) of the Securities Act solely for the purpose of calculating the registration fee on the basis of $59.06 per share, which represents the average of the high and low sale prices of the Registrant’s common stock as reported on the New York Stock Exchange on February 18, 2016. |
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 Arista Networks, Inc. (the “Registrant”) to be issued pursuant to the Registrant’s 2014 Employee Stock Purchase Plan (the “ESPP”) and the Registrant’s 2014 Equity Incentive Plan (the “2014 Plan”). The number of shares of the Registrant’s common stock available for grant and issuance under the ESPP is subject to an annual increase on the first day of each fiscal year starting on January 1, 2015 and each subsequent anniversary, equal to the smallest of (a) 2,500,000, (b) 1% of the number of shares of common stock issued and outstanding on January 1, or (c) an amount determined by our board of directors. The number of shares of the Registrant’s 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, 2016 and each subsequent anniversary, equal to the smallest of (a) 12,500,000, (b) 3% of the number of shares of common stock issued and outstanding on December 31 of the immediately preceding year, or (c) an amount determined by our board of directors
On January 1, 2016, the number of shares of the Registrant’s common stock available for grant and issuance under the ESPP increased by 681,315 shares. These additional shares of Common Stock have become reserved for issuance as a result of the operation of the “evergreen” provision of the ESPP. On January 1, 2016, the number of shares of the Registrant’s common stock available for grant and issuance under the 2014 Plan increased by 2,043,946 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 contents of (i) the Registration Statement on Form S-8 (No. 333-196550) filed by the Registrant with the Securities and Exchange Commission (the “Commission”) on June 6, 2014 and (ii) the Registration Statement on Form S-8 (No. 333-202919) filed by the Registrant with the Commission on March 23, 2015 are 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) | The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 filed with the Commission on February 25, 2016 pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); |
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| (2) | All other reports filed by the Registrant with the Commission pursuant to Sections 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant’s Annual Report referred to in (1) above; and |
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| (3) | The description of the Registrant’s common stock contained in the Registrant’s Registration Statement on Form 8-A (File No. 001-36468) filed with the Commission on May 27, 2014, 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 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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| | | | Incorporated by Reference |
| Exhibit Number | Description | | Form | | File No. | | Exhibit | | Filing Date | | Filed Herewith |
| 4.1 | Form of Common Stock certificate of the Registrant | | S-1/A | | | | 4.1 | | April 21, 2014 | | |
| 4.2 | 2014 Equity Incentive Plan | | S-1/A | | | | 10.4 | | May 27, 2014 | | |
| 4.3 | 2014 Employee Stock Purchase Plan | | 10-K | | | | 10.5 | | March 12, 2015 | | |
| 5.1 | Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation | | | | | | | | | | ü
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| 23.1 | Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm | | | | | | | | | | ü
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| 23.2 | Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (see Exhibit 5.1) | | | | | | | | | | ü
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| 24.1 | Power of Attorney (contained on signature page hereto) | | | | | | | | | | ü
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Santa Clara, State of California, on this 25 day of February, 2016.
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| | Arista Networks, Inc. |
| | (Registrant) |
| By: | /s/ Jayshree Ullal |
| | Jayshree Ullal |
| | President and Chief Executive Officer |
| | (Principal Executive Officer) |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Jayshree Ullal and Ita Brennan, and each of them, as their true and lawful attorney-in-fact and agent with full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Registration Statement 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 or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, proxy and agent, or his or her substitute, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act, this registration statement and the Power of Attorney has been signed by the following persons in the capacities and on the dates indicated.
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| Signature | | Title | | Date |
| /s/ JAYSHREE ULLAL | | President, Chief Executive Officer and Director (Principal Executive Officer | | February 25, 2016 |
| Jayshree Ullal | | | | |
| /s/ ITA BRENNAN | | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | | February 25, 2016 |
| Ita Brennan | | | | |
| /s/ ANDY BECHTOLSHEIM | | Founder, Chief Development Officer and Director | | February 25, 2016 |
| Andy Bechtolsheim | | | | |
| /s/ CHARLES GIANCARLO | | Director | | February 25, 2016 |
| Charles Giancarlo | | | | |
| /s/ ANN MATHER | | Director | | February 25, 2016 |
| Ann Mather | | | | |
| /s/ DAN SCHEINMAN | | Director | | February 25, 2016 |
| Dan Scheinman | | | | |
| /s/ MARC STOLL | | Director | | February 25, 2016 |
| Marc Stoll | | | | |
| /s/ NIKOS THEODOSOPOULOS | | Director | | February 25, 2016 |
| Nikos Theodosopoulos | | | | |
EXHIBIT INDEX
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| | | | Incorporated by Reference |
| Exhibit Number | Description | | Form | | File No. | | Exhibit | | Filing Date | | Filed Herewith |
| 4.1 | Form of Common Stock certificate of the Registrant | | S-1/A | | | | 4.1 | | April 21, 2014 | | |
| 4.2 | 2014 Equity Incentive Plan | | S-1/A | | | | 10.4 | | May 27, 2014 | | |
| 4.3 | 2014 Employee Stock Purchase Plan | | 10-K | | | | 10.5 | | March 12, 2015 | | |
| 5.1 | Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation | | | | | | | | | | ü
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| 23.1 | Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm | | | | | | | | | | ü
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| 23.2 | Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (see Exhibit 5.1) | | | | | | | | | | ü
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| 24.1 | Power of Attorney (contained on signature page hereto) | | | | | | | | | | ü
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