sv8
As filed with the Securities and Exchange Commission on September 20, 2007
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
F5 NETWORKS, INC.
(Exact name of registrant as specified in its charter)
Washington
(State or other jurisdiction of incorporation or organization)
91-1714307
(I.R.S. Employer Identification No.)
401 Elliott Avenue West, Seattle, Washington 98119
(Address of Principal Executive Offices)
F5
Networks, Inc. Assumed Acopia Networks, Inc. 2001 Stock Incentive Plan
F5 Networks, Inc. Acopia Acquisition Equity Incentive Plan
(Full Title of the Plan)
Jeffrey A. Christianson
F5 Networks, Inc.
401 Elliott Avenue West
Seattle, WA 98119
(Name and Address of Agent for Service)
(206) 272-5555
(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
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Proposed maximum |
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Proposed maximum |
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Title of each class of securities to be |
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Amount to be |
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offering price per |
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aggregate offering |
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Amount of |
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registered |
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registered (1) |
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share (2) |
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price |
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registration fee |
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Common Stock, no par value |
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2,830,703 shares |
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$39.84 |
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$112,775,207.52 |
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$3,462.20 |
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(1) |
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Pursuant to Rule 416(a), this Registration Statement shall also cover
any additional shares of common stock of the registrant that become
issuable under the F5
Networks, Inc. Assumed Acopia Networks, Inc. 2001 Stock Incentive Plan
(the Acopia 2001 Plan) or the F5 Networks, Inc. Acopia Acquisition Equity Incentive
Plan (the Acopia Acquisition Plan) by reason of any stock dividend,
stock split, recapitalization or other similar transaction effected
without receipt of consideration that increases the number of
outstanding common shares of the registrant. The amount to be
registered includes 2,230,703 shares that may be issued pursuant to
the Acopia 2001 Plan and 600,000 shares that may be issued pursuant to
the Acopia Acquisition Plan. |
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(2) |
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Computed in accordance with Rule 457(h) and Rule 457(c), solely for
the purpose of calculating the registration fee, based on the average
of the high and low prices of the common stock of the registrant as
reported by The Nasdaq Stock Market on September 18, 2007. |
TABLE OF CONTENTS
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by F5 Networks, Inc. (the Company) with the Securities and
Exchange Commission are incorporated by reference into this Registration Statement:
(a) Annual Report on Form 10-K for the year ended September 30, 2006;
(b) Quarterly Report on Form 10-Q for the quarters ended December 31, 2006, March 31, 2007
and June 30, 2007;
(c) Current Reports on Form 8-K filed December 15, 2006, January 24, 2007, April 25, 2007,
April 26, 2007, July 25, 2007, August 8, 2007, August 13, 2007 and September 13, 2007; and
(d) the description of the Companys common stock contained in the Companys Registration
Statement Form 8-A, filed May 11, 1999 under the Securities Exchange Act of 1934, as amended
(the Exchange Act), including any amendments or reports filed for the purposes of updating such
description.
All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d)
of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be part hereof from the date of filing of
such documents.
Item 4. Description of Securities.
Not Applicable
Item 5. Interests of Named Experts and Counsel.
Not Applicable
Item 6. Indemnification of Directors and Officers.
Sections 23B.08.500 through 23.B.08.600 of the Washington Business Corporation Act (the
WBCA) authorize a court to award, or a corporations board of directors to grant, indemnification
to directors and officers on terms sufficiently broad to permit indemnification under certain
circumstances for liabilities arising under the Securities Act of 1933, as amended (the Securities
Act). Section 23B.08.320 of the WBCA authorizes a corporation to limit a directors liability to
the corporation or its shareholders for monetary damages for acts or omissions as a director,
except in certain circumstances involving intentional misconduct, knowing violations of law or
illegal corporate loans or distributions, or any transaction from which the director personally
receives a benefit in money, property or services to which the director is not legally entitled.
The Companys Second Amended and Restated Articles of Incorporation and Amended and Restated
Bylaws contain provisions permitting the Company to indemnify its directors and officers to the
full extent permitted by Washington law. In addition, the Companys Second Amended and Restated
Articles of Incorporation contain a provision implementing, to the fullest extent permitted by
Washington law, the above limitations on a directors liability to the Company and its
shareholders. The Company has entered into certain indemnification agreements with its directors
and certain of its officers, the form of which is attached as Exhibit 10.1 to its Registration
Statement on Form S-1 (File No. 333-75817). The indemnification agreements provide the Companys
directors and certain of its officers with indemnification to the maximum extent permitted by the
WBCA. The directors and officers of the Company also may be indemnified against liability they may
incur for serving in that capacity pursuant to a liability insurance policy maintained by the
Company for this purpose.
Item 7. Exemption from Registration Claimed.
Not Applicable
Item 8. Exhibits.
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Exhibit Number |
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Exhibit |
4.1
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Second Amended and Restated Articles of Incorporation (Incorporated by reference to
Exhibit 3.2 to the Registrants Registration Statement on Form S-1, File No.
333-75817). |
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4.2
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Amended and Restated Bylaws (Incorporated by reference to Exhibit 3.4 to the
Registrants Registration Statement on Form S-1, File No. 333-75817). |
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4.3
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Specimen Stock Certificate (Incorporated by reference to Exhibit 4.1 to the
Registrants Registration Statement on Form S-1, File No. 333-75817). |
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5.1
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Opinion of Kirkpatrick & Lockhart Preston Gates Ellis LLP. |
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10.1
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F5
Networks, Inc. Assumed Acopia Networks, Inc. 2001 Stock Incentive
Plan. |
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10.2
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F5 Networks, Inc. Acopia
Acquisition Equity Incentive Plan. |
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23.1
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Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm. |
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23.2
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Consent of Kirkpatrick & Lockhart Preston Gates Ellis LLP (Included in its opinion
filed as Exhibit 5.1). |
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24.1
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Power of Attorney (Included on the signature page of this Registration Statement). |
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:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(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;
(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 periodic
reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933,
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 of 1933, each filing of the Registrants annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 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 of 1933
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
Securities and Exchange Commission such indemnification is against public policy as expressed in
the Securities Act of 1933 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 of whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of
such issue.
Signatures
The Registrant. Pursuant to the requirements of the Securities Act of 1933, 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 Seattle, State of Washington, on
September 19, 2007.
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F5 NETWORKS, INC.
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By: |
/s/ John McAdam |
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John McAdam, Chief Executive Officer and President |
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Power of Attorney
Each person whose signature appears below constitutes and appoints John McAdam or Jeffrey
Christianson, or either of them, his true and lawful attorney-in-fact, with the power of
substitution and resubstitution, for him in his name, place or stead, in any and all capacities, to
sign any or all amendments to this Registration Statement, and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that said attorneys-in-fact and their agents or substitutes,
may lawfully do or lawfully cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, 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/ John McAdam
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Chief Executive Officer,
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September 19, 2007 |
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President,
and Director
(principal executive officer) |
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/s/ John
Rodriguez
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Senior Vice President, Chief |
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Accounting
Officer (principal
financial officer)
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September 19, 2007 |
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/s/ A.
Gary Ames
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Director
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September 19, 2007 |
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/s/ Deborah
L. Bevier
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Director
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September 19, 2007 |
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/s/ Keith
D. Grinstein
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Director
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September 19, 2007 |
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/s/ Karl
D. Guelich
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Director
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September 19, 2007 |
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Director
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September 19, 2007 |
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/s/ Rich
Malone
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Director
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September 19, 2007 |
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EXHIBIT INDEX
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Exhibit |
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Number |
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Exhibit |
4.1
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Second Amended and Restated Articles of Incorporation (Incorporated by reference to
Exhibit 3.2 to the Registrants Registration Statement on Form S-1, File No.
333-75817). |
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4.2
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Amended and Restated Bylaws (Incorporated by reference to Exhibit 3.4 to the
Registrants Registration Statement on Form S-1, File No. 333-75817). |
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4.3
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Specimen Stock Certificate (Incorporated by reference to Exhibit 4.1 to the
Registrants Registration Statement on Form S-1, File No. 333-75817). |
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5.1
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Opinion of Kirkpatrick & Lockhart Preston Gates Ellis LLP. |
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10.1
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F5 Networks, Inc. Assumed Acopia
Networks, Inc. 2001 Stock Incentive Plan. |
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10.2
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F5 Networks, Inc. Acopia
Acquisition Equity Incentive Plan. |
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23.1
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Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm. |
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23.2
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Consent of Kirkpatrick & Lockhart Preston Gates Ellis LLP (Included in its opinion
filed as Exhibit 5.1). |
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24.1
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Power of Attorney (Included on the signature page of this Registration Statement). |