As filed with the Securities and Exchange Commission on September 13, 2018
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
PALO ALTO NETWORKS, INC.
(Exact Name of Registrant as Specified in Its Charter)
|
|
|
Delaware
|
|
20-2530195
|
(State Or Other Jurisdiction Of
Incorporation Or Organization)
|
|
(I.R.S. Employer
Identification Number)
|
3000 Tannery Way
Santa Clara, California 95054
(408) 753-4000
(Address,
Including Zip Code, And Telephone Number, Including Area Code, Of Registrants Principal Executive Offices)
Nikesh Arora
Chief Executive Officer
Palo Alto Networks, Inc.
3000 Tannery Way
Santa
Clara, California 95054
(408) 753-4000
(Name, Address, Including Zip Code, And Telephone Number, Including Area Code, Of Agent For Service)
Copies to:
|
|
|
Jeffrey D. Saper
Jose F. Macias
Michael A.
Occhiolini
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo
Alto, California 94304
(650) 493-9300
|
|
Jeffrey C. True
General Counsel
Palo Alto
Networks, Inc.
3000 Tannery Way
Santa Clara, California 95054
(408) 753-4000
|
Approximate date of commencement of proposed sale to the public:
From time to time after the effective
date of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant to dividend or
interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this Form are
to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following
box. ☒
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D.
filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
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.
(Check one):
|
|
|
|
|
|
|
Large Accelerated filer
|
|
☒
|
|
Accelerated filer
|
|
☐
|
Non-accelerated filer
|
|
☐
|
|
Smaller reporting company
|
|
☐
|
|
|
|
|
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 Securities Act. ☐
CALCULATION OF
REGISTRATION FEE
|
|
|
|
|
|
Title of Shares to be Registered
|
|
Proposed
Maximum
Aggregate
Offering Price
|
|
Amount of
Registration Fee
|
Common Stock
|
|
(1)(2)(3)
|
|
(4)
|
Preferred Stock
|
|
(1)(2)(3)
|
|
(4)
|
Debt Securities
|
|
(1)(2)
|
|
(4)
|
Warrants
|
|
(1)(2)
|
|
(4)
|
Purchase Contracts
|
|
(1)(2)
|
|
(4)
|
Rights(5)
|
|
(1)(2)
|
|
(4)
|
Units(6)
|
|
(1)(2)
|
|
(4)
|
|
|
(1)
|
Omitted pursuant to Form S-3 General Instruction II.E.
|
(2)
|
An indeterminate amount of the securities of each identified class to be offered from time to time at
indeterminate prices is being registered pursuant to this registration statement.
|
(3)
|
Includes rights to acquire common stock or preferred stock of the registrant under any shareholder rights plan
then in effect, if applicable under the terms of any such plan.
|
(4)
|
The registrant is deferring payment of the registration fee pursuant to Rule 456(b) and is omitting this
information in reliance on Rule 456(b) and Rule 457(r).
|
(5)
|
Rights may be issued to purchase common stock and/or any of the other securities registered hereunder. Each
series of rights will be issued under a separate rights agreement to be entered into between the registrant and a bank or trust company, as rights agent.
|
(6)
|
Any securities registered hereunder may be sold separately or as units with other securities registered
hereunder.
|