S-8

As filed with the Securities and Exchange Commission on March 5, 2014

Registration No. 333-              

UNITED STATES

SECURITIES AND EXCHANGECOMMISSION

Washington, D.C. 20549

________________

FORM S-8

REGISTRATION STATEMENT

UNDER THE

SECURITIES ACT OF 1933

________________

INFOBLOX INC.

(Exact name of Registrant as specified in its charter)

Delaware	20-0062867
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification Number)

3111 Coronado Drive

Santa Clara, CA 95054

(408) 986-4000

(Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices)

2012 Equity Incentive Plan

2012 Employee Stock Purchase Plan

(Full title of the plans)

Jesper Andersen

President and Chief Executive Officer

Infoblox Inc.

3111 Coronado Drive

Santa Clara, CA 95054

(408) 986-4000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Please send copies of all communications to:

William L. Hughes, Esq.

Fenwick & West LLP

555 California Street, 12^th Floor

San Francisco, California 94104

(415) 875-2300

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act):

Large accelerated filer   [ x ]        Accelerated filer    [ ]

Non-accelerated filer    [ ]  (Do not check if a smaller reporting company)      Smaller reporting company   [ ]

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CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered (1)		Proposed Maximum Offering Price Per Unit			Proposed Maximum Aggregate Offering Price		Amount of Registration Fee
Common Stock, $0.0001 par value
To be issued under the 2012 Equity Incentive Plan	2,252,086	(2)	$	23.79	(3)	$	53,577,125.94	$	6,225.67
To be issued under the 2012 Employee Stock Purchase Plan	563,021	(4)	$	20.23	(5)	11,389,914.83		1,323.51
Total	2,815,107					$	64,967,040.77	$	7,549.18

(1) 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 Registrant’s common stock that become issuable in respect of the securities identified in the above table by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration that increases the number of the Registrant’s outstanding shares of common stock.

(2) Represents an automatic increase to the number of shares available for issuance under the 2012 Equity Incentive Plan (the “2012 Plan”) effective January 1, 2015. Shares available for issuance under the 2012 Plan were previously registered on a registration statement on Form S-8 filed with the Securities and Exchange Commission (the “SEC”) on April 20, 2012 (Registration No. 333-180840), September 20, 2013 (Registration No. 333-191285) and June 5, 2014 (Registration No. 333-196536).

(3) Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and (h) under the Securities Act on the basis of the average of the high and low prices of the Registrant’s common stock as reported on the New York Stock Exchange on February 27, 2015.

(4) Represents an automatic increase to the number of shares available for issuance under the 2012 Employee Stock Purchase Plan (the “2012 ESPP”) effective January 1, 2015. Shares available for issuance under the 2012 ESPP were previously registered on a registration statement on Form S-8 filed with the SEC on April 20, 2012 (Registration No. 333-180840), September 20, 2013 (Registration No. 333-191285) and June 5, 2014 (Registration No. 333-196536).

(5) Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and (h) under the Securities Act on the basis of the average of the high and low prices of the Registrant’s common stock as reported on the New York Stock Exchange on February 27, 2015, multiplied by 85%, which is the percentage of the trading price per share applicable to purchasers under the 2012 ESPP.

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REGISTRATION OF ADDITIONAL SHARES PURSUANT TO GENERAL INSTRUCTION E

Pursuant to General Instruction E of Form S-8, Infoblox Inc. (the “Registrant”) is filing this Registration Statement with the Securities and Exchange Commission (the “SEC”) to register 2,252,086 additional shares of common stock under the Registrant's 2012 Equity Incentive Plan and 563,021 additional shares of common stock under the Registrant's 2012 Employee Stock Purchase Plan, pursuant to the provisions of those plans providing for an automatic increase in the number of shares reserved for issuance under such plans. This Registration Statement hereby incorporates by reference the contents of the Registrant's registration statement on Form S-8 filed with the SEC on April 20, 2012 (Registration No. 333-180840), September 20, 2013 (Registration No. 333-191285) and June 5, 2014 (Registration No. 333-196536).

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PART II

Information Required in the Registration Statement

Item 8. Exhibits.

Exhibit		Incorporated by Reference				Filed
Number	Exhibit Description	Form	File No.	Exhibit	Filing Date	Herewith
4.1	Amended and Restated Certificate of Incorporation of the Registrant	S-1	333-183968	3.01	10/1/2012
4.2	Restated Bylaws of the Registrant	S-1	333-183968	3.02	10/1/2012
5.1	Opinion of Fenwick & West LLP					X
23.1	Consent of Fenwick & West LLP (contained in Exhibit 5.1)					X
23.2	Consent of Ernst & Young LLP, independent registered public accounting firm					X
24.1	Power of Attorney (included on the signature page to this Registration Statement)					X
99.1	2012 Equity Incentive Plan	10-Q	001-35507	10.2	3/5/2013
99.2	2012 Employee Stock Purchase Plan	10-Q	001-35507	10.1	3/7/2014

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SIGNATURES

Pursuant to the requirements of the Securities Act, 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 Santa Clara, State of California, on this 5^th day of March, 2015.

	INFOBLOX INC.
By:	/s/ Jesper Andersen
	Jesper Andersen
	President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Jesper Andersen and Remo E. Canessa, and each of them, as his or her true and lawful attorney-in-fact and agent with full power of substitution, for him or her in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Name	Title	Date
Principal Executive Officer:
/s/ Jesper Andersen	President and Chief Executive Officer and Director	March 5, 2015
Jesper Andersen
Principal Financial Officer and Principal Accounting Officer:
/s/ Remo E. Canessa	Chief Financial Officer	March 5, 2015
Remo E. Canessa
Additional Directors:
/s/ Richard Belluzzo	Director	March 5, 2015
Richard Belluzzo
/s/ Laura C. Conigliaro	Director	March 5, 2015
Laura C. Conigliaro
/s/ Philip Fasano	Director	March 5, 2015
Philip Fasano
/s/ Fred M. Gerson	Director	March 5, 2015
Fred M. Gerson
/s/ Michael L. Goquen	Director	March 5, 2015
Michael L. Goquen
/s/ Daniel J. Phelps	Director	March 5, 2015
Daniel J. Phelps

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Exhibit Index

Exhibit		Incorporated by Reference				Filed
Number	Exhibit Description	Form	File No.	Exhibit	Filing Date	Herewith
4.1	Amended and Restated Certificate of Incorporation of the Registrant	S-1	333-183968	3.01	10/1/2012
4.2	Restated Bylaws of the Registrant	S-1	333-183968	3.02	10/1/2012
5.1	Opinion of Fenwick & West LLP					X
23.1	Consent of Fenwick & West LLP (contained in Exhibit 5.1)					X
23.2	Consent of Ernst & Young LLP, independent registered public accounting firm					X
24.1	Power of Attorney (included on the signature page to this Registration Statement)					X
99.1	2012 Equity Incentive Plan	10-Q	001-35507	10.2	3/5/2013
99.2	2012 Employee Stock Purchase Plan	10-Q	001-35507	10.1	3/7/2014

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EX-5.1

March 5, 2015

Infoblox Inc.

3111 Coronado Drive

Santa Clara, CA 95054

Ladies and Gentlemen:

At your request, we have examined the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by Infoblox Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”) on or about March 5, 2015 in connection with the registration under the Securities Act of 1933, as amended, of an aggregate of 2,815,107 shares of the Company’s Common Stock, par value $0.0001 per share (the “Stock”), that are subject to issuance by the Company upon (a) the exercise of stock options or settlement of restricted stock units granted or to be granted under the Company’s 2012 Equity Incentive Plan (the “2012 Plan”) and (b) purchase rights granted or to be granted under the Company’s 2012 Employee Stock Purchase Plan (the “Purchase Plan” and, together with the 2012 Plan, the “Plans”).

In rendering this opinion, we have examined such matters of fact as we have deemed necessary in order to render the opinions set forth herein, which included examination of the following.

(1) the Company’s Amended and Restated Certificateof Incorporation, as filed by the Company with and certified by the Delaware Secretary of State on April 25, 2012 (the “Certificate of Incorporation”).

(2) the Company’s Amended and Restated Bylaws, as certified to us as of the date hereof by an officer of the Company as being complete and in full force and effect as of the date hereof (the “Bylaws”).

(3) the Registration Statement, together with the exhibits filed as a part thereof or incorporated therein by reference.

(4) the prospectuses prepared in connection with the Registration Statement (each, a “Prospectus”).

(5) minutes of meetings and actions by written consent of the Company’s Board of Directors (the “Board”) and stockholders (the “Stockholders”) provided to us by the Company at which, or pursuant to which, (i) the Certificate of Incorporation and the Bylaws were approved, (ii) the Plans were approved and (iii) (in the case of the Board) the reservation of the Stock for sale and issuance pursuant to the Plans and the filing of the Registration Statement were approved.

(6) securities records for the Company that the Company has provided to us (consisting of (a) a report from Computershare, the Company’s transfer agent, dated March 5, 2015, verifying the number of the Company’s issued and outstanding shares of capital stock as of March [4], 2015 and (b) a statement as to the number of issued and outstanding options, restricted stock units, warrants and any other rights to purchase or otherwise acquire shares of the Company’s capital stock, the number and type of unissued shares of the Company’s capital stock currently issuable pursuant to the exercise, conversion or exchange of such securities and the number and type of shares of capital stock of the Company that are not outstanding but are reserved for issuance by the Company (under plans or otherwise) and are not subject to issuance under outstanding options, restricted stock units, warrants and any other rights to purchase or otherwise acquire shares of the Company’s capital that was prepared by the Company as of even date herewith.

(7) a Certificate of Good Standing for the Company issued by the Secretary of State of the State of Delaware and dated March 5, 2015, stating that the Company is in good standing under the laws of the State of Delaware (the “Certificate of Good Standing”).

(8) an Opinion Certificate addressed to us and dated of even date herewith executed by the Company containing certain factual representations (the “Opinion Certificate”).

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In our examination of documents for purposes of this opinion, we have assumed, and express no opinion as to, the genuineness of all signatures on original documents, the authenticity and completeness of all documents submitted to us as originals, the conformity to originals and completeness of all documents submitted to us as copies, the legal capacity of all persons or entities executing the same, the lack of any undisclosed termination, modification, waiver or amendment to any document reviewed by us and the due authorization, execution and delivery of all documents where due authorization, execution and delivery are prerequisites to the effectiveness thereof. We have also assumed that the certificates representing the Stock, if any, will be, when issued, properly signed by authorized officers of the Company or their agents.

As to matters of fact relevant to this opinion, we have relied solely upon our examination of the documents referred to above and have assumed the current accuracy and completeness of the information obtained from the documents referred to above and the representations and warranties made by representatives of the Company to us, including but not limited to those set forth in the Opinion Certificate. We have made no independent investigation or other attempt to verify the accuracy of any of such information or to determine the existence or non-existence of any other factual matters.

We render this opinion only with respect to, and express no opinion herein concerning the application or effect of the laws of any jurisdiction other than, the existing laws of (i) the United States of America, (ii) the State of California and (iii) the Delaware General Corporation Law. In rendering the opinions below, we are opining only with respect to the specific legal issues expressly set forth in the numbered paragraphs below and we render no opinion, whether by implication, inference or otherwise, with respect to any other matters.

With respect to our opinion expressed in paragraph (1) below as to the valid existence and good standing of the Company under the laws of the State of Delaware, we have relied solely upon the Certificate of Good Standing and representations made to us by the Company.

In accordance with Section 95 of the American Law Institute’s Restatement (Third) of the Law Governing Lawyers (2000), this opinion letter is to be interpreted in accordance with customary practices of lawyers rendering opinions in connection with the filing of a registration statement of the type described herein.

Based upon the foregoing, we are of the following opinion:

(1)    The Company is a corporation validly existing, in good standing, under the laws of the State of Delaware; and

(2)    The 2,815,107 shares of Stock that may be issued and sold by the Company upon (a) the exercise of stock options or settlement of restricted stock units granted or to be granted under the 2012 Plan and (b) purchase rights granted or to be granted under the Purchase Plan, when issued, sold and delivered in accordance with the applicable Plan and applicable form of agreement under such Plan to be entered into thereunder and in the manner and for the consideration stated in the Registration Statement and the relevant Prospectus,will be validly issued, fully paid and nonassessable.

We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us, if any, in the Registration Statement, the Prospectus constituting a part thereof and any amendments thereto.

This opinion is intended solely for use in connection with issuance and sale of shares of Stock subject to the Registration Statement and is not to be relied upon for any other purpose. This opinion is rendered as of the date first written above and based solely on our understanding of facts in existence as of such date after the aforementioned examination. We assume no obligation to advise you of any fact, circumstance, event or change in the law or the facts that may hereafter be brought to our attention whether or not such occurrence would affect or modify any of the opinions expressed herein.

Very truly yours,

/s/ Fenwick & West LLP

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EX-23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2012 Equity Incentive Plan and 2012 Employee Stock Purchase Plan of Infoblox Inc. of our reports dated September 25, 2014, with respect to the consolidated financial statements of Infoblox Inc. and the effectiveness of internal control over financial reporting of Infoblox Inc., included in its Annual Report (Form 10-K) for the year ended July 31, 2014, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

San Jose, California

March 5, 2015