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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
F5 Networks, Inc.
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(Exact name of registrant as specified in its charter)
Washington 94-1714307
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
200 First Avenue West, Suite 500, Seattle, WA 98119
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(Address of principal executive offices) (Zip Code)
Securities Act Registration Statement and Number to which the form relates:
333-75817
If this Form relates to the If this Form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective pursuant Exchange Act and is effective pursuant
to General Instruction A.(c), please to General Instruction A.(d), please
check the following box. / / check the following box. /X/
Securities Act registration statement file number to which this form relates:
333-75817
Securities to be registered pursuant to Section 12(b) of the Act:
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<CAPTION>
Title of Each Class to Name of Each Exchange on Which
be so Registered Each Class is to be Registered
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<S> <C>
None N/A
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</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, no par value
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(Title of class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
A description of the Common Stock to be registered hereunder is
contained in the section entitled "Description of Capital Stock," commencing
at page 57 of the Prospectus included in the Registrant's Form S-1
Registration Statement, as amended, No. 333-75817 (the "Registration
Statement") first filed with the Securities and Exchange Commission (the
"Commission") on April 7, 1999 and is incorporated herein by reference.
ITEM 2. EXHIBITS.
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<CAPTION>
Exhibit
Number Description
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<C> <S>
3.1 Amended and Restated Articles of Incorporation of the Registrant,
as amended. (1)
3.2 Form of Second Amended and Restated Articles of Incorporation of
the Registrant. (1)
3.3 Bylaws of the Registrant, as currently in effect. (1)
3.4 Form of Amended and Restated Bylaws of the Registrant. (1)
4.1 Specimen Certificate for Registrant's Common Stock. (1)
10.17 Form of Common Stock Purchase Warrant. (1)
10.18 Common Stock Warrant, dated March 15, 1997 between Registrant and
Brittania Holdings Limited. (1)
10.19 Common Stock Warrant, dated August 5, 1997, between Registrant
and Brittania Holdings Limited. (1)
10.20 Common Stock Warrant, dated February 25, 1999, between Registrant
and PSINet, Inc., as amended. (1)
10.21 Investor Rights Agreement, dated August 21, 1998, between
Registrant and certain holders of the Registrant's Series A
Preferred Stock, Series B Preferred Stock, Series C Preferred
Stock and Series D Preferred Stock. (1)
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(1) Filed as the like-numbered exhibit to the Registration Statement and
incorporated herein by reference.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
F5 Networks, Inc.
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(Registrant)
Date: May 11, 1999 By: /s/ Robert J. Chamberlain
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Robert J. Chamberlain
Vice President of Finance, Chief
Financial Officer and Treasurer
