As filed with the Securities and Exchange Commission on January 19, 2024
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)
Delaware38-4061754
(State or other jurisdiction of
incorporation or organization)		(I.R.S. Employer
Identification No.)
2200 Faraday Ave., Suite #150
Carlsbad,California92008
(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
2200 Faraday Ave., Suite #150
Carlsbad, California 92008
(408) 890-3900
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:

Thomas A. Coll
Edmond J. Lay
Cooley LLP
10265 Science Center Drive
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.

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 the Securities Act. ☐


REGISTRATION OF ADDITIONAL SECURITIES

This Registration Statement is being filed for the purpose of increasing the number of securities of the same class as other securities for which a Registration Statement of Arlo Technologies, Inc. (the “Registrant”) on Form S-8 relating to the same employee benefit plans is effective.

INCORPORATION OF DOCUMENTS BY REFERENCE

The Registrant previously registered shares of its Common Stock, $0.001 par value per share, for issuance under the Arlo Technologies, Inc. 2018 Equity Incentive Plan, as amended, and the Arlo Technologies, Inc. 2018
Employee Stock Purchase Plan under Registration Statements on Form S-8 filed with the Securities and Exchange Commission on August 3, 2018 (File No. 333-226576), on January 23, 2019 (File No. 333-229335), on March 3, 2020 (File No. 333-236864), and on March 3, 2021 (File No. 333-253833), August 20, 2021 (File No. 333-258972), January 21, 2022 (File No. 333-262275), August 15, 2022 (File No. 333-266871), September 6, 2022 (File No. 333-267292), and January 20, 2023 (File No. 333-269327). Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of the Registration Statements referenced above.

ITEM 8.    Exhibits.




SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Carlsbad, State of California, on January 19, 2024.


ARLO TECHNOLOGIES, INC.
By:/s/ MATTHEW MCRAE
Matthew McRae
Chief Executive Officer








POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Matthew McRae and Kurtis Binder, and each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

SignatureTitle Date
/s/ MATTHEW MCRAE  
Chief Executive Officer and Member of the Board of Directors
 January 19, 2024
Matthew McRae(Principal Executive Officer)
/s/ KURTIS BINDER Chief Financial Officer January 19, 2024
Kurtis Binder(Principal Financial and Accounting Officer)
/s/ RALPH E. FAISONChairman of the Board of DirectorsJanuary 19, 2024
Ralph E. Faison
/s/ PRASHANT AGGARWALMember of the Board of Directors January 19, 2024
Prashant Aggarwal
/s/ JOCELYN E. CARTER-MILLERMember of the Board of DirectorsJanuary 19, 2024
Jocelyn E. Carter-Miller
/s/ CATRIONA FALLON
Member of the Board of DirectorsJanuary 19, 2024
Catriona Fallon
/s/ AMY ROTHSTEINMember of the Board of DirectorsJanuary 19, 2024
Amy Rothstein
/s/ GRADY K. SUMMERSMember of the Board of DirectorsJanuary 19, 2024
Grady K. Summers





Exhibit 107

Calculation of Filing Fee Tables

Form S-8
(Form Type)

Arlo Technologies, Inc.
(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security
Type
Security
Class
Title
Fee
Calculation
Rule
Amount
Registered(1)

Proposed
Maximum
Offering
Price Per
Unit(2)

Maximum
Aggregate
Offering
Price(2)

Fee
Rate
Amount of
Registration
Fee
Equity
2018 Equity Incentive Plan

Common Stock, $0.001 par value per share
Rule 457(c) and Rule 457(h)
3,807,921(3)
$8.51$32,405,407.71$0.0001476$4,783.04
Equity
2018 Employee Stock Purchase Plan

Common Stock, $0.001 par value per share
Rule 457(c) and Rule 457(h)
951,980(4)
$8.51$8,101,349.80$0.0001476$1,195.76
Total Offering Amounts$40,506,757.51$5,978.80
Total Fee Offsets$0.00
Net Fee Due$5,978.80

(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, as amended (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 January 17, 2024, 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, 2024 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, 2024 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).


Exhibit 5.1

image.jpg

Thomas A. Coll
+1 858 550 6013
tcoll@cooley.com

January 19, 2024

Arlo Technologies, Inc.
2200 Faraday Ave., Suite #150
Carlsbad, California 92008

Ladies and Gentlemen:

We have acted as counsel to Arlo Technologies, Inc., a Delaware corporation (the “Company”), in connection with the filing by the Company of a Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) covering the offering of up to 4,759,901 shares (the “Shares”) of the Company's Common Stock, par value $0.001 per share (“Common Stock”), consisting of (i) 3,807,921 shares of Common Stock issuable pursuant to the Company’s 2018 Equity Incentive Plan (the “Incentive Plan”) and (ii) 951,980 shares of Common Stock issuable pursuant to the Company’s 2018 Employee Stock Purchase Plan (together with the Incentive Plan, the “Plans”).

In connection with this opinion, we have examined and relied upon (a) the Registration Statement and related prospectuses, (b) the Plans, (c) the Company’s certificate of incorporation and bylaws, each as currently in effect, and (d) such other records, documents, opinions, certificates, memoranda and instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies, the accuracy, completeness and authenticity of certificates of public officials, and the due authorization, execution and delivery of all documents by all persons other than the Company where authorization, execution and delivery are prerequisites to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.

Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.

On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plans, the Registration Statement and the related prospectuses, will be validly issued, fully paid and nonassessable (except as to Shares issued pursuant to deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).














10265 SCIENCE CENTER DRIVE, SAN DIEGO, CA 92121 T: (858) 550-6000 F: (858) 550-6420 WWW.COOLEY.COM


Exhibit 5.1
image.jpg

Arlo Technologies, Inc.
January 19, 2024
Page Two



This opinion is limited to the matters expressly set forth in this letter, and no opinion should be implied, or may be inferred, beyond the matters expressly stated. This opinion speaks only as to law and facts in effect or existing as of the date hereof and we have no obligation or responsibility to update or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur.

We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder.


Sincerely,

Cooley LLP



By: /s/ Thomas A. Coll    
Thomas A. Coll



10265 SCIENCE CENTER DRIVE, SAN DIEGO, CA 92121 T: (858) 550-6000 F: (858) 550-6420 WWW.COOLEY.COM

Exhibit 23.1


CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Arlo Technologies, Inc. of our report dated March 7, 2023 relating to the financial statements, which appears in Arlo Technologies, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2022.


/s/ PricewaterhouseCoopers LLP

San Jose, California
January 19, 2024

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