As filed with the Securities and Exchange Commission on October 21, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
ARISTA NETWORKS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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20-1751121
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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5453 Great America Parkway
Santa Clara, California 95054
(Address of principal executive offices, including zip code)
Awake Security, Inc. 2014 Equity Incentive Plan
(Full title of the plan)
Jayshree
Ullal
President and Chief Executive Officer
Arista Networks, Inc.
5453 Great America Parkway
Santa Clara, California 95054
(408) 547-5500
(Name, address and telephone number, including area code, of agent for service)
Copies to:
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Larry W. Sonsini
Raj S. Judge
Mark B.
Baudler
Andrew D. Hoffman
Wilson Sonsini Goodrich & Rosati, P.C.
650 Page Mill Road
Palo
Alto, California 94304
(650) 493-9300
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Marc Taxay
Senior Vice President, General Counsel
Arista Networks, Inc.
5453 Great America Parkway
Santa Clara, California 95054
(408) 547-5500
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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
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Proposed
Maximum
Offering Price
Per Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Common Stock, $0.0001 par value per share, issuable in
respect of assumed options outstanding under the Awake Security, Inc. 2014 Equity Incentive Plan
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115,338(2)
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$224.18(3)
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$25,856,473(3)
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$2,821(3)
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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 shall also cover any additional shares of the registrants common stock that become issuable under the Awake Security, Inc. 2014 Equity Incentive Plan (the Plan) by reason of an event such as any
stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of the Registrants outstanding shares of Common Stock.
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(2)
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Represents 115,338 shares of the registrants common stock issuable in connection with stock options
awarded under the Plan that were assumed by and converted into stock options of the registrant on October 7, 2020, in connection with the registrants acquisition of Awake Security, Inc.
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(3)
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Estimated in accordance with Rules 457(c) and (h) under the Securities Act solely for the purpose of
calculating the registration fee on the basis $224.18 per share, which represents the average of the high and low prices of the registrants common stock on October 15, 2020, as reported on the New York Stock Exchange.
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