As filed with the Securities and Exchange Commission on December 16, 2019
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
EXTREME NETWORKS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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77-0430270
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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6480 Via Del Oro
San Jose, California 95119
(408) 579-2800
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Extreme Networks, Inc. Amended and Restated 2013 Equity Incentive Plan
(Full Title of the Plan)
Katy Motiey
Chief Administrative Officer General Counsel & Corporate Secretary
Extreme Networks, Inc.
6480 Via Del Oro
San
Jose, California 95119
(408) 579-2800
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Tad
Freese, Esq.
Latham & Watkins LLP
140 Scott Drive
Menlo
Park, California 94025
Telephone: (650) 328-4600
Facsimile: (650) 463-2600
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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☐
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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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Common Stock, par value $0.001 per share
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7,000,000 shares
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$6.68
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$46,760,000.00
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$6,069.45
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(1)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act), this
registration statement (this Registration Statement) shall also cover any additional shares of common stock, par value $0.001 per share, of Extreme Networks, Inc. (Common Stock) which become issuable under the Amended and
Restated 2013 Equity Incentive Plan (the Incentive Plan) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number
of shares of the Registrants outstanding Common Stock.
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(2)
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The proposed maximum offering price per share has been estimated in accordance with Rules 457(c) and
(h) under the Securities Act solely for the purpose of calculating the registration fee. The computation is based upon the average of the high and low prices of the Registrants Common Stock as reported on the Nasdaq Global Market on
December 11, 2019.
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