As filed with the Securities and Exchange Commission on September
6, 2022
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________
FORM
S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
_____________________________
Palo Alto Networks, Inc.
(Exact name of Registrant as specified in its charter)
_____________________________
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Delaware |
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20-2530195 |
(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification No.) |
3000 Tannery Way
Santa Clara, California 95054
(Address of principal executive offices, including zip
code)
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2012 Employee Stock Purchase Plan
(Full title of the plan)
_____________________________
Nikesh Arora
Chief Executive Officer
Palo Alto Networks, Inc.
3000 Tannery Way
Santa Clara, California 95054
(408) 753-4000
(Name, address and telephone number, including area code, of agent
for service)
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Copies to:
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Jeffrey D. Saper |
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Jose F. Macias |
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Bruce Byrd |
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Wilson Sonsini Goodrich & Rosati |
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Executive Vice President, General Counsel
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Professional Corporation |
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Palo Alto Networks, Inc. |
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650 Page Mill Road |
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3000 Tannery Way |
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Palo Alto, California 94304 |
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Santa Clara, California 95054 |
(650)
493-9300 |
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(408)
753-4000 |
_____________________________
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 |
x |
Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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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.
¨
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information specified in Item 1 and Item 2 of
Part I of Form S-8 is omitted from this Registration Statement
on Form S-8 (this “Registration
Statement”)
in accordance with the provisions of Rule 428 under the
Securities Act of 1933, as amended (the “Securities
Act”),
and the introductory note to Part I of Form S-8. The documents
containing the information specified in Part I of Form S-8
will be delivered to the participants in the equity benefit plan
covered by this Registration Statement as specified by
Rule 428(b)(1) under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Palo Alto Networks, Inc. (the “Registrant”)
hereby incorporates by reference into this Registration Statement
the following documents previously filed with the Securities and
Exchange Commission (the “Commission”):
a)The
Registrant’s Annual Report on Form 10-K for the fiscal year ended
July 31, 2022 filed with the Commission on September 6,
2022;
b)The
Registrant’s Current Report on
Form 8-K
filed with the Commission on August 22, 2022 (other than the
portions of this document not deemed to be filed); and
c)The
description of the Registrant’s Common Stock contained in the
Registrant’s Registration Statement on
Form 8-A
(File No. 001-35594) filed with the Commission on October 22, 2021,
pursuant to Section 12(b) of the Securities Exchange Act of 1934,
as amended (the “Exchange
Act”),
including any amendment or report filed for the purpose of updating
such description.
All documents filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or
after the date of this Registration Statement and prior to the
filing of a post-effective amendment to this Registration Statement
that indicates that all securities offered have been sold or that
deregisters all securities then remaining unsold shall be deemed to
be incorporated by reference in this Registration Statement and to
be part hereof from the date of filing of such documents;
provided,
however,
that documents or information deemed to have been furnished and not
filed in accordance with the rules of the Commission shall not be
deemed incorporated by reference into this Registration Statement.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any subsequently
filed document which also is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of Delaware
authorizes a corporation’s board of directors to grant, and
authorizes a court to award, indemnity to officers, directors and
other corporate agents under certain circumstances.
As permitted by Section 102(b)(7) of the General Corporation Law of
the State of Delaware, the Registrant’s certificate of
incorporation includes provisions that may eliminate the personal
liability of its directors and officers for monetary damages
resulting from breaches of their fiduciary duties as directors and
officers to the fullest extent permitted by applicable law. In
addition, the certificate of incorporation provides that the
Registrant is required to indemnify, to the fullest
extent
permitted by applicable law, any director or officer of the
Registrant who is or was a party or is threatened to be made a
party to any proceeding (other than a proceeding by or in the right
of the Registrant that has not been approved by the Registrant’s
board of directors) by reason of the fact that he or she is or was
serving in such capacity or is or was serving at the request of the
Registrant as a director, officer, employee or agent of another
entity, against expenses, judgments and other amounts paid in
settlement actually and reasonably incurred by such
person.
In addition, as permitted by Section 145 of the General Corporation
Law of the State of Delaware, the amended and restated certificate
of incorporation and bylaws of the Registrant provide
that:
•The
Registrant is required to indemnify, to the fullest extent
permitted by applicable law, any director or officer of the
Registrant who was or is a party or is threatened to be made a
party to any proceeding (other than a proceeding by or in the right
of the Registrant) by reason of the fact that he or she is or was
serving in such capacity or is or was serving at the request of the
Registrant as a director, officer, employee or agent of another
entity, against expenses, judgments and other amounts paid in
settlement actually and reasonably incurred by such person if such
person acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the best interests of the
Registrant, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe such person’s conduct was
unlawful;
•The
Registrant is required to indemnify, to the fullest extent
permitted by applicable law, any person who was or is a party or is
threatened to be made a party to any threatened, pending or
completed proceeding by or in the right of the Registrant to
procure a judgment in its favor by reason of the fact that such
person is or was serving in such capacity or is or was serving at
the request of the Registrant as a director, officer, employee or
agent of another entity, against expenses actually and reasonably
incurred by such person in connection with the defense or
settlement of such proceeding if such person acted in good faith
and in a manner such person reasonably believed to be in or not
opposed to the best interests of the Registrant, unless the court
in which such proceeding is brought determines that such person is
liable to the Registrant and does not determine that, despite such
liability, such person is fairly and reasonably entitled to
indemnification for such expenses;
•The
Registrant is required to advance expenses, as incurred, to its
directors and officers in connection with defending a proceeding,
provided that such director or officer must undertake to repay such
advances if it is ultimately determined that such person is not
entitled to indemnification; and
•The
rights conferred in the certificate of incorporation and bylaws are
not exclusive, and the Registrant is authorized to enter into
indemnification agreements with its directors and officers and to
obtain insurance to indemnify such persons.
In addition, the Registrant’s policy is to enter into separate
indemnification agreements with each of its directors and officers
that require the Registrant to indemnify its directors and
officers, to the maximum extent permitted by applicable law, and
also provide for certain procedural protections.
The indemnification obligations described above may be sufficiently
broad to permit the indemnification of the Registrant’s directors
and officers for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
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Exhibit
Number |
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Exhibit
Description |
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Restated Certificate of Incorporation of Palo Alto Networks, Inc.
(incorporated by reference to Exhibit 3.1 to the Registrant’s
Annual Report on Form 10-K for the fiscal year ended July 31, 2012,
as filed with the Commission on October 4, 2012). |
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Amended and Restated Bylaws of Palo Alto Networks, Inc.
(incorporated by reference to Exhibit 3.1 to the Registrant’s
Current Report on Form 8-K filed with the Commission on May 23,
2022). |
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Specimen common stock certificate of the Registrant (incorporated
by reference to Exhibit 4.1 to the Registrant’s Registration
Statement on Form S-1 (Registration No. 333-180620), as declared
effective by the Commission on July 19, 2012). |
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Indenture between the Registrant and U.S. Bank National
Association, dated as of July 12, 2018 (incorporated by reference
to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, as
filed with the Commission on July 13, 2018). |
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Indenture between the Registrant and U.S. Bank National
Association, dated as of June 8, 2020 (incorporated by reference to
Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, as
filed with the Commission on June 8, 2020). |
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4.6 |
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Form of Global 0.75% Convertible Senior Note due 2023 (included in
Exhibit 4.4). |
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4.7 |
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Form of Global 0.375% Convertible Senior Note due 2025 (included in
Exhibit 4.5). |
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Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation. |
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Consent of Ernst & Young LLP, Independent Registered Public
Accounting Firm. |
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Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation (contained in Exhibit 5.1 hereto). |
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Power of Attorney (contained on signature page hereto). |
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2012 Employee Stock Purchase Plan, as amended and restated
(incorporated by reference to Exhibit 10.7 to the Registrant’s
Annual Report on Form 10-K for the fiscal year ended July 31, 2022,
as filed with the Commission on September 6, 2022).
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Calculation of Filing Fee Table.
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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. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee”
table in the effective registration statement; and
(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 reports filed with or furnished
to the Commission 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 Registrant’s annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange
Act of 1934 (and, where applicable, each filing of an employee
benefit plan’s annual report pursuant to 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 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 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
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 Santa Clara, State of California, on September 6,
2022.
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PALO ALTO NETWORKS, INC. |
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By: |
/s/ NIKESH
ARORA
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Nikesh Arora |
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Chairman and Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL THESE PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Nikesh Arora,
Dipak Golechha, and Bruce Byrd, and each of them, as his or her
true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and
all amendments to this registration statement, and to file the
same, with all exhibits thereto, and all 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 connection therewith,
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 any of them, or their, his or her
substitutes, may lawfully do or cause to be done by virtue
thereof.
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.
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Signature |
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Title |
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Date |
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/s/ NIKESH ARORA |
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Chairman, Chief Executive Officer and Director (Principal Executive
Officer) |
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September 6, 2022 |
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Nikesh Arora |
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/s/ DIPAK GOLECHHA |
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Chief Financial Officer (Duly Authorized Officer and Principal
Financial Officer) |
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September 6, 2022 |
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Dipak Golechha |
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/s/ JOSH PAUL |
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Chief Accounting Officer (Duly Authorized Officer and Principal
Accounting Officer) |
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September 6, 2022 |
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Josh Paul |
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/s/ MARK D. MCLAUGHLIN |
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Vice Chairman and Director |
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September 6, 2022 |
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Mark D. McLaughlin |
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/s/ NIR ZUK |
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Chief Technology Officer and Director |
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September 6, 2022 |
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Nir Zuk |
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/s/ APARNA BAWA
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Director |
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September 6, 2022 |
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Aparna Bawa |
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/s/ ASHEEM CHANDNA |
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Director |
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September 6, 2022 |
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Asheem Chandna |
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/s/ JOHN M. DONOVAN |
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Director |
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September 6, 2022 |
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John M. Donovan |
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/s/ CARL ESCHENBACH |
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Director |
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September 6, 2022 |
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Carl Eschenbach |
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/s/ DR. HELENE D. GAYLE
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Director |
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September 6, 2022 |
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Dr. Helene D. Gayle |
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/s/ JAMES J. GOETZ |
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Director |
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September 6, 2022 |
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James J. Goetz |
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/s/ RT HON SIR JOHN KEY |
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Director |
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September 6, 2022 |
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Rt Hon Sir John Key |
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/s/ MARY PAT MCCARTHY |
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Director |
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September 6, 2022 |
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Mary Pat McCarthy |
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/s/ LORRAINE TWOHILL |
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Director |
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September 6, 2022 |
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Lorraine Twohill |
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