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
FORMS-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 | | 38-4061754 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
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3030 Orchard Parkway San Jose, California | | 95134 |
| (Address of Principal Executive Offices) | | (Zip Code) |
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, anon-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 Rule12b-2 of the Exchange Act.
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| Large Accelerated filer | | ☐ | | Accelerated filer | | ☒ |
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| Non-accelerated filer | | ☐ | | Smaller reporting company | | ☒ |
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| 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. ☐
CALCULATION OF REGISTRATION FEE
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Title of securities to be registered | | Amount to be registered (1) | | Proposed maximum offering price per share (2) | | Proposed maximum aggregate offering price (2) | | Amount of registration fee |
2018 Equity Incentive Plan
Common Stock, $0.001 par value per share | | 3,031,005 shares (3) | | $3.19 | | $9,668,905.95 | | $1,255.03 |
2018 Employee Stock Purchase Plan
Common Stock, $0.001 par value per share | | 757,751 shares (4) | | $3.19 | | $2,417,225.69 | | $313.76 |
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| (1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on FormS-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. |
| (2) | 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. |
| (3) | 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). |
| (4) | 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). |
