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Form S-8 F5, INC.

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May 6, 2022 3:34 PM EDT

As filed with the Securities and Exchange Commission on May 6, 2022
Registration No. 333-



SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
F5, INC.
(Exact name of registrant as specified in its charter)
Washington
91-1714307
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification Number)
801 5th Avenue
Seattle, Washington 98104
(Address of principal executive offices, including zip code)

F5, Inc. Incentive Plan
(Full title of plans)

Scot F. Rogers
Executive Vice President and General Counsel
F5, Inc.
801 5th Avenue
Seattle, WA 98104
(206) 272-5555
(Name, address and telephone number, including area code, of agent for service)
Copy to:
Susan Daley
Perkins Coie LLP
131 S. Dearborn St. #1700
Chicago, IL 60603
(312) 324-8400

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. (Check one):


Large accelerated filer
þ
Accelerated filer
¨
Non-accelerated filer
¨ (Do not check if a smaller reporting company)
Smaller reporting company
¨
Emerging growth company
¨






EXPLANATORY NOTE
F5, Inc. (the “Company”) is filing this registration statement on Form S-8 to register 1,200,000 additional shares of the Company’s common stock authorized for issuance under the F5, Inc. Incentive Plan (the “Incentive Plan”), which was approved by the shareholders of the Company at its annual meeting on March 10, 2022. The Incentive Plan is an amendment and restatement of the F5 Networks, Inc. 2014 Incentive Plan with respect to which the Company filed a registration statement on Form S-8 (SEC File Number: 333-255822) with the Securities and Exchange Commission (the “Commission”) on May 6, 2021 (the “Prior Incentive Plan Registration Statement”). In accordance with General Instruction E of Form S-8, the contents of the Prior Incentive Plan Registration Statement, including any amendments thereto or filings incorporated therein, are incorporated by reference into this registration statement to the extent not otherwise amended or superseded by the contents hereof.


PART II
INFORMATION REQUIRED IN THIS REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents filed by the Company with the Commission are hereby incorporated by reference in this Registration Statement:
(a) The Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2021, filed with the Commission on November 16, 2021, which contains audited consolidated financial statements for the most recent fiscal year for which such statements have been filed;
(b) The Company’s Quarterly Reports on Form 10-Q for the quarterly period ended December 31, 2021, filed with the Commission on February 4, 2022, and the quarterly period ended March 31, 2022, filed with the Commission on May 6, 2022;
(c) The Company’s current reports on Form 8-K filed on November 15, 2021, January 10, 2022, and March 11, 2022 (excluding any portions of such reports that are furnished under Item 2.02 or Item 7.01 and any exhibits included with such Items);
(d) All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since the end of the fiscal year covered by the Annual Report on Form 10-K referred to in paragraph (a) above (excluding any documents or portions of such documents that are furnished under Item 2.02 or Item 7.01 of a current report on Form 8-K and any exhibits included with such Items); and
(e) The description of the Company’s securities contained in Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2021, filed with the Commission on November 16, 2021, including any amendments or reports filed for the purpose of updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof (excluding any documents or portions of such documents that are furnished under Item 2.02 or Item 7.01 of a current report on Form 8-K and any exhibits included with such Items), and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters the securities offered hereby then remaining unsold, shall also be deemed to be incorporated by reference into this Registration Statement and to be a part hereof commencing on the respective dates on which such documents are filed.
Any statement contained in this Registration Statement or in a document incorporated or deemed to be incorporated by reference in this Registration Statement will be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference in this Registration Statement modifies or supersedes that statement. Any statement so modified or superseded will 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.
Sections 23B.08.500 through 23.B.08.603 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 Fourth Amended and Restated Articles of Incorporation and Eighth 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 Fourth Amended and Restated Articles of Incorporation, as amended, 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.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
Item 8. EXHIBITS.
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;
(ii) To reflect in the prospectus any facts or events arising after the effective date of this 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 this Registration Statement; and
(iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) above 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 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the Securities Act, 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, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefits plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this 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 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 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 and will be governed by the final adjudication of such issue.



SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company 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 May 6 , 2022.
F5, INC.
By:
/S/    SCOT F. ROGERS         
Scot F. Rogers
Executive Vice President and General Counsel
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints François Locoh-Donou and Scot F. Rogers, 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.
Signature Title Date
/S/    FRANÇOIS LOCOH-DONOU      
 Chief Executive Officer, President, and
Director (principal executive officer)		 May 6, 2022
François Locoh-Donou  
/S/    FRANK PELZER        
 Executive Vice President, Chief Financial
Officer (principal financial officer and principal accounting officer)		 May 6, 2022
Frank Pelzer  
/S/    SANDRA BERGERON 
 Director May 6, 2022
Sandra Bergeron  
/S/    ELIZABETH L. BUSE
DirectorMay 6, 2022
Elizabeth L. Buse
/S/    MICHAEL DREYER 
 Director May 6, 2022
Michael Dreyer  
/S/    ALAN HIGGINSON        
 Director May 6, 2022
Alan Higginson  
/S/    PETER KLEIN
 Director May 6, 2022
Peter Klein  
/S/    NIKHIL MEHTA
DirectorMay 6, 2022
Nikhil Mehta
/S/    MICHAEL MONTOYA
DirectorMay 6, 2022
Michael Montoya
/S/    MARIE E. MYERS
DirectorMay 6, 2022
Marie E. Myers
/S/    JAMES PHILLIPS
DirectorMay 6, 2022
James Phillips
/S/    SRIPADA SHIVANANDA
DirectorMay 6, 2022
Sripada Shivananda




Exhibit 5.1

[PERKINS COIE LLP LETTERHEAD]

May 6, 2022
F5, Inc.
801 5th Avenue
Seattle, Washington 98104
Re:    Registration Statement on Form S-8 of Shares of Common Stock, no par value per share, of F5, Inc.
Ladies and Gentlemen:
We have acted as counsel to you in connection with the preparation of a Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), which you are filing with the Securities and Exchange Commission (the “Commission”) with respect to the registration of 1,200,000 shares of common stock, no par value per share (the “Shares”), of F5, Inc. (“F5”), issuable under the F5, Inc. Incentive Plan, as amended and restated (the “Plan”).
We have examined the Registration Statement and such documents and records relating to F5 as we have deemed necessary for the purposes of this opinion. In giving this opinion, we are assuming the authenticity of all instruments presented to us as originals, the conformity with originals of all instruments presented to us as copies and the genuineness of all signatures.
Based upon and subject to the foregoing, we are of the opinion that any original issuance Shares that may be issued pursuant to the Plan, upon the registration by its registrar of such Shares and the issuance thereof by F5 in accordance with the terms of the Plan, and the receipt of consideration therefor in accordance with the terms of the Plan, will be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Very truly yours,
/s/ PERKINS COIE LLP



Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of F5, Inc. of our report dated November 16, 2021 relating to the financial statements, and the effectiveness of internal control over financial reporting, which appears in F5, Inc.'s Annual Report on Form 10-K for the year ended September 30, 2021.

/s/ PricewaterhouseCoopers LLP

Seattle, Washington
May 6, 2022



EXHIBIT 107
Calculation of Filing Fee Table

Form S-8
(Form Type)

F5, Inc.
(Exact Name of Registrant as Specified in its Charter)

Newly Registered Securities

Security TypeSecurity Class TitleFee Calculation Rule
Amount Registered(1)
Proposed Maximum Offering Price Per Unit(2)
Maximum Aggregate Offering PriceFee RateAmount of Registration Fee
EquityCommon Stock, no par valueRule 457(c) and Rule 457(h)1,200,000$169.41$203,292,000.00$92.70 per $1,000,000$18,845.17
Total Offering Amounts$203,292,000.00$18,845.17
Total Fee Offsets$0
Net Fee Due$18,845.17
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers any additional shares (indeterminate number) of common stock of F5, Inc. (the “Registrant”) that may become issuable under the F5, Inc. Incentive Plan, as amended and restated (the “Plan”) as a result of any future stock splits, stock dividends or similar adjustments of the Registrant’s outstanding common stock.
(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h)(1) of the Securities Act. The proposed maximum offering price per share is estimated to be $169.41, based on the average of the high sales price ($172.80) and the low sales price ($166.02) for the Registrant’s common stock as reported by The Nasdaq Global Select Market on May 2, 2022.


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