As filed with the Securities and Exchange
Commission on December 14, 2000 Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
F5 NETWORKS, INC.
------------------
(Exact Name of Registrant as Specified in Its Charter)
Washington
----------
(State or Other Jurisdiction
of Incorporation or Organization)
91-1714307
----------
(I.R.S. Employer Identification No.)
501 Elliott Avenue West, Seattle, Washington 98119
-------------------------------------------- -----
(Address of Principal Executive Offices) (Zip Code)
2000 EMPLOYEE EQUITY INCENTIVE PLAN
-----------------------------------
NONQUALIFIED STOCK OPTION AGREEMENTS
------------------------------------
(Full Title of the Plan)
Joann Reiter
F5 Networks, Inc.
501 Elliott Avenue West
Seattle, WA 98119
-------------------
(Name and Address of Agent for Service)
(206) 272-5555
--------------
(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================= ======================= ======================= ====================== =======================
Proposed
Title of Proposed Maximum Maximum Amount of
Securities Amount To Be Offering Price Aggregate Registration
To Be Registered Registered Per Share (1) Offering Price (1) Fee
------------------------- ----------------------- ----------------------- ---------------------- -----------------------
<S> <C> <C> <C> <C>
common stock, 2,895,000 (See Notes to
no par value shares Calculation of $101,396,625 $26,769
Registration Fee)
========================= ======================= ======================= ====================== =======================
</TABLE>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h) promulgated under the Securities Act
1933, as amended (the "Securities Act"). The price per share and aggregate
offering price are based upon (a) the aggregate exercise price for shares
issuable under the three Nonqualified Stock Option Agreements or subject to
outstanding options granted by F5 Networks, Inc. (the "Company") under the 2000
Employee Equity Incentive Plan or (b) the average of the high and low prices of
the Company's common stock as reported on the Nasdaq Stock Market for December
13, 2000 for shares reserved for future issuance pursuant to the 2000 Employee
Equity Incentive Plan (pursuant to Rule 457(c) under the Securities Act). The
chart below details the calculations of the registration fee.
Page 1 of 7 Pages
Exhibit Index is located on Page 7
<PAGE>
NOTES TO CALCULATION OF REGISTRATION FEE
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<CAPTION>
---------------------------------------------- -------------------------------------------- ----------------------------------------
Type of shares Number of shares Offering Share Price/Registration Fee
---------------------------------------------- -------------------------------------------- ----------------------------------------
<S> <C> <C>
Shares issuable under the Nonqualified Stock 645,000 $27,451,200
Option Agreement
50,000 $ 50,000
200,000 $ 6,450,000
---------------------------------------------- -------------------------------------------- ----------------------------------------
Shares issuable pursuant to outstanding 1,168,996 $46,404,404
options under the 2000 Employee Equity
Incentive Plan
---------------------------------------------- -------------------------------------------- ----------------------------------------
Shares reserved for issuance pursuant to the 831,004 $21,041,021
2000 Employee Equity Incentive Plan
---------------------------------------------- -------------------------------------------- ----------------------------------------
Proposed Maximum Offering Price $101,396,625
---------------------------------------------- -------------------------------------------- ----------------------------------------
Registration Fee $26,769
---------------------------------------------- -------------------------------------------- ----------------------------------------
</TABLE>
2
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by F5 Networks, Inc. (the "Company") with
the Securities and Exchange Commission are incorporated by reference into this
Registration Statement:
(a) the Annual Report on Form 10-K for the year ended September 30, 2000;
and
(b) the description of the Company's common stock contained in the
Company's Registration Statement Form 8-A, filed May 11, 1999 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act")
including any amendments or reports filed for the purposes of updating
such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be part hereof from the date of
filing of such documents.
Item 4. Description of Securities.
Not Applicable
Item 5. Interests of Named Experts and Counsel.
Not Applicable
Item 6. Indemnification of Directors and Officers.
Sections 23B.08.500 through 23.B.08.600 of the Washington Business
Corporation Act (the "WBCA") authorize a court to award, or a corporation's
board of directors to grant, indemnification to directors and officers on terms
sufficiently broad to permit indemnification under certain circumstances for
liabilities arising under the Securities Act of 1933, as amended (the
"Securities Act"). Section 23B.08.320 of the WBCA authorizes a corporation to
limit a director's liability to the corporation or its shareholders for monetary
damages for acts or omissions as a director, except in certain circumstances
involving intentional misconduct, knowing violations of law or illegal corporate
loans or distributions, or any transaction from which the director personally
receives a benefit in money, property or services to which the director is not
legally entitled.
The Company's Second Amended and Restated Articles of Incorporation and
Amended and Restated Bylaws contain provisions permitting the Company to
indemnify its directors and officers to the full extent permitted by Washington
law. In addition, the Company's Second Amended and Restated Articles of
Incorporation contain a provision implementing, to the fullest extent permitted
by Washington law, the above limitations on a director's liability to the
Company and its shareholders. The Company has entered into certain
indemnification agreements with its directors and certain of its officers, the
form of which is attached as Exhibit 10.1 to its Registration Statement on Form
S-1 (File No. 333-75817). The indemnification agreements provide the Company's
directors and certain of its officers with indemnification to the maximum extent
permitted by the WBCA. The directors and officers of the Company also may be
indemnified against liability they may incur for serving in that capacity
pursuant to a liability insurance policy maintained by the Company for this
purpose.
3
<PAGE>
Item 7. Exemption from Registration Claimed.
Not Applicable
Item 8. Exhibits.
<TABLE>
<CAPTION>
Exhibit Number Exhibit
-------------- -------
<S> <C>
4.1 Second Amended and Restated Articles of Incorporation (Incorporated by
reference to Exhibit 3.2 to the Registrant's Registration Statement on
Form S-1, File No. 333-75817).
4.2 Amended and Restated Bylaws (Incorporated by reference to Exhibit 3.4 to
the Registrant's Registration Statement on Form S-1, File No. 333-75817).
4.3 Specimen Stock Certificate (Incorporated by reference to Exhibit 4.1 to
the Registrant's Registration Statement on Form S-1, File No. 333-75817).
5.1 Opinion of Heller Ehrman White & McAuliffe LLP.
10.1 F5 Networks, Inc. 2000 Employee Equity Incentive Plan.
10.2 F5 Networks, Inc. Nonqualified Option Agreement between the Company and
John McAdam. (Incorporated by reference to
Exhibit 10.11 to Registrant's Annual Report on
Form 10-K for the year ended September 30,
2000.)
10.3 F5 Networks, Inc. Nonqualified Option Agreement between the Company and
John McAdam. (Incorporated by reference to Exhibit 10.12 to Registrant's
Annual Report on Form 10-K for the year ended September 30, 2000.)
10.4 F5 Networks, Inc. Nonqualified Option Agreement between the Company and
Jeff Pancottine
23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23.2 Consent of Heller Ehrman White & McAuliffe LLP (Included in its opinion
filed as Exhibit 5.1).
24.1 Power of Attorney (Included on the signature page of this Registration
Statement).
</TABLE>
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:
4
<PAGE>
(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;
(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 periodic reports filed 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 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 Securities and
Exchange 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 of 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.
5
<PAGE>
Signatures
The Registrant. Pursuant to the requirements of the Securities Act of
1933, 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 Seattle, State of Washington, on this 13th day
of December, 2000.
F5 NETWORKS, INC.
By: /s/ John McAdam
-----------------------------
John McAdam, President and
Chief Executive Officer
Power of Attorney
Each person whose signature appears below constitutes and appoints John
McAdams or Joann Reiter, or either of them, his true and lawful
attorney-in-fact, with the power of substitution and resubstitution, for him in
his name, place or stead, in any and all capacities, to sign any or all
amendments to this Registration Statement, and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that said
attorneys-in-fact and their agents or substitutes, may lawfully do or lawfully
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ John McAdam President, Chief Executive Officer and December 13, 2000
------------------------------- Director (Principal Executive Officer)
John McAdam
/s/ Robert J. Chamberlain Vice President and Chief Financial Officer December 13, 2000
------------------------------- (Principal Financial and Accounting Officer)
Robert J. Chamberlain
/s/ Jeffrey S. Hussey Director December 13, 2000
-------------------------------
Jeffrey S. Hussey
/s/ Carlton G. Amdahl Director December 13, 2000
-------------------------------
Carlton G. Amdahl
/s/ Keith D. Grinstein Director December 13, 2000
-------------------------------
Keith D. Grinstein
/s/ Karl D. Guelich Director December 13, 2000
-------------------------------
Karl D. Guelich
/s/ Alan Higginson Director December 13, 2000
-------------------------------
Alan Higginson
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
Exhibit Number Exhibit
-------------- -------
<S> <C>
4.1 Second Amended and Restated Articles of Incorporation (Incorporated by
reference to Exhibit 3.2 to the Registrant's Registration Statement on
Form S-1, File No. 333-75817).
4.2 Amended and Restated Bylaws (Incorporated by reference to Exhibit 3.4 to
the Registrant's Registration Statement on Form S-1, File No. 333-75817).
4.3 Specimen Stock Certificate (Incorporated by reference to Exhibit 4.1 to
the Registrant's Registration Statement on Form S-1, File No. 333-75817).
5.1 Opinion of Heller Ehrman White & McAuliffe LLP.
10.1 F5 Networks, Inc. 2000 Employee Equity Incentive Plan.
10.2 F5 Networks, Inc. Nonqualified Option Agreement between the Company and
John McAdam. (Incorporated by reference to
Exhibit 10.11 to Registrant's Annual Report on
Form 10-K for the year ended September 30,
2000.)
10.3 F5 Networks, Inc. Nonqualified Option Agreement between the Company and
John McAdam. (Incorporated by reference to Exhibit 10.12 to Registrant's
Annual Report on Form 10-K for the year ended September 30, 2000.)
10.4 F5 Networks, Inc. Nonqualified Option Agreement between the Company and
Jeff Pancottine
23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23.2 Consent of Heller Ehrman White & McAuliffe LLP (Included in its opinion
filed as Exhibit 5.1).
24.1 Power of Attorney (Included on the signature page of this Registration
Statement).
</TABLE>
7
