As filed with the Securities and Exchange
Commission on March 3, 2021
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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Offices) |
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(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, 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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☒ |
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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3,173,178 shares (3) |
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$6.875 |
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$21,815,598.75 |
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$2,380.09 |
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2018 Employee Stock Purchase Plan
Common Stock, $0.001 par value per share
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793,294 shares (4) |
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$6.875 |
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$5,453,896.25 |
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$595.03 |
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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 Form S-8 shall
also cover any additional shares of the Common Stock (“Common
Stock”) of Arlo Technologies, Inc. (the “Registrant”)
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) |
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 26, 2021, as reported on the New York
Stock Exchange.
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| (3) |
Represents shares of Common Stock that were
automatically added to the shares authorized for issuance under the
2018 EIP on January 1, 2021 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) |
Represents shares of Common Stock that were
automatically added to the shares authorized for issuance under the
2018 ESPP on January 1, 2021 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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