As filed with the Securities and Exchange Commission on August 28, 2025
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)
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| Delaware | 38-4061754 |
(State or other jurisdiction of
incorporation or organization) | (I.R.S. Employer
Identification No.) |
| | |
5770 Fleet Street | |
| Carlsbad, | California | 92008 |
| (Address of Principal Executive Offices) | (Zip Code) |
Arlo Technologies, Inc. 2018 Equity Incentive Plan
(Full title of the plan)
Matthew McRae
Chief Executive Officer
5770 Fleet Street
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.
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| 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
The additional 1,500,000 shares of Common Stock, $0.001 par value per share (“Common Stock”), of Arlo Technologies, Inc. (the “Registrant”) available for issuance under the Arlo Technologies, Inc. 2018 Equity Incentive Plan, as amended (the “2018 EIP”), being registered on this Registration Statement are to be used exclusively for grants of awards to individuals who were not previously employees or non-employee directors of the Registrant (or following a bona fide period of non-employment with the Registrant), as an inducement material to the individual’s entry into employment with the Registrant within the meaning of Rule 303A.08 of the New York Stock Exchange Listed Company Manual (“Rule 303A.08”). The 2018 EIP was amended by the Board of Directors of the Registrant without stockholder approval pursuant to Rule 303A.08.
INCORPORATION OF DOCUMENTS BY REFERENCE
The Registrant previously registered shares of Common Stock for issuance under the 2018 EIP 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), January 20, 2023 (File No. 333-269327), January 19, 2024 (File No. 333-276612), and January 24, 2025 (File No. 333-284500). 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.
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| | | | Incorporated by Reference | | |
Exhibit Number | | Description | | Form | | Number | | Filing Date | | Filed Herewith |
4.1 | | Amended and Restated Certificate of Incorporation of the Registrant. | | 8-K | | 3.1 | | August 7, 2018 | | |
4.2 | | Amended and Restated Bylaws of the Registrant. | | 8-K | | 3.2 | | August 7, 2018 | | |
4.3 | | Form of Common Stock Certificate of the Registrant. | | S-1/A | | 4.1 | | July 23, 2018 | | |
| 5.1 | | Opinion of Cooley LLP. | | | | | | | | X |
| 23.1 | | Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm. | | | | | | | | X |
| 23.2 | | Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm. | | | | | | | | X |
| 23.3 | | Consent of Cooley LLP. Reference is made to Exhibit 5.1. | | | | | | | | X |
| 24.1 | | Power of Attorney. Reference is made to the signature page hereto. | | | | | | | | X |
99.1 | | Arlo Technologies, Inc. 2018 Equity Incentive Plan, as amended. | | 8-K | | 10.2 | | August 26, 2022 | | |
| 107 | | Filing Fee Table | | | | | | | | X |
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 August 28, 2025.
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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.
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| Signature | | Title | | Date |
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| /s/ MATTHEW MCRAE | | Chief Executive Officer and Member of the Board of Directors | | August 28, 2025 |
| Matthew McRae | | (Principal Executive Officer) | | |
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| /s/ KURTIS BINDER | | Chief Financial Officer and Chief Operating Officer | | August 28, 2025 |
| Kurtis Binder | | (Principal Financial and Accounting Officer) | | |
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| /s/ RALPH E. FAISON | | Chairman of the Board of Directors | | August 28, 2025 |
| Ralph E. Faison | | | | |
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| /s/ PRASHANT AGGARWAL | | Member of the Board of Directors | | August 28, 2025 |
| Prashant Aggarwal | | | | |
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| /s/ JOCELYN E. CARTER-MILLER | | Member of the Board of Directors | | August 28, 2025 |
| Jocelyn E. Carter-Miller | | | | |
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/s/ CATRIONA FALLON | | Member of the Board of Directors | | August 28, 2025 |
Catriona Fallon | | | | |
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| /s/ AMY ROTHSTEIN | | Member of the Board of Directors | | August 28, 2025 |
| Amy Rothstein | | | | |
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| /s/ GRADY K. SUMMERS | | Member of the Board of Directors | | August 28, 2025 |
| Grady K. Summers | | | | |
