S-8

As filed with the Securities and Exchange Commission on November 6, 2013

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

BARRACUDA NETWORKS, INC.

(Exact name of registrant as specified in its charter)

Delaware	83-0380411
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

3175 S. Winchester Blvd.

Campbell, California 95008

(Address of principal executive offices, including zip code)

2012 Equity Incentive Plan

2004 Stock Plan

SignNow, Inc. 2011 Equity Incentive Plan

Purewire, Inc. 2008 Stock Incentive Plan

(Full title of the plan)

William D. “BJ” Jenkins, Jr.

Chief Executive Officer

Barracuda Networks, Inc.

3175 S. Winchester Blvd.

Campbell, California 95008

(408) 342-5400

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

Copies to:

Jeffrey D. Saper Allison B. Spinner Wilson Sonsini Goodrich & Rosati, P.C. 650 Page Mill Road Palo Alto, California 94304 (650) 493-9300 Diane C. Honda Vice President and General Counsel Barracuda Networks, Inc. 3175 S. Winchester Blvd. Campbell, California 95008 (408) 342-5400

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one).

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

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered (1)	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock, $0.001 par value per share, reserved for issuance pursuant to the 2012 Equity Incentive Plan	5,083,054 (2)	$18.00 (8)	$91,494,972.00	$11,784.55
Common Stock, $0.001 par value per share, reserved for issuance pursuant to stock option awards outstanding under the 2012 Equity Incentive Plan	3,561,173 (3)	$13.49 (9)	$48,040,223.77	$6,187.58
Common Stock, $0.001 par value per share, reserved for issuance pursuant to restricted stock unit awards outstanding under the 2012 Equity Incentive Plan	1,202,873 (4)	$18.00 (10)	$21,651,714.00	$2,788.74
Common Stock, $0.001 par value per share, reserved for issuance pursuant to the 2004 Stock Plan	1,323,978 (5)	$8.64 (11)	$11,439,169.92	$1,473.37
Common Stock, $0.001 par value per share, reserved for issuance pursuant to the SignNow, Inc. 2011 Equity Incentive Plan	56,425 (6)	$1.51 (12)	$85,201.75	$10.97
Common Stock, $0.001 par value per share, reserved for issuance pursuant to the Purewire, Inc. 2008 Stock Incentive Plan	5,462 (7)	$0.32 (13)	$1,747.84	$0.23
TOTAL:			$172,713,029.28	$22,245.44

(1) Pursuant to Rule 416(a) of the Securities Act of 1933, as amended, this Registration Statement shall also cover any additional shares of the Registrant’s common stock that become issuable under the 2012 Equity Incentive Plan (“2012 Plan”), 2004 Stock Plan (“2004 Plan”), SignNow, Inc. 2011 Equity Incentive Plan ( “SignNow Plan”) and Purewire, Inc. 2008 Stock Incentive Plan (“Purewire Plan”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of the Registrant’s outstanding shares of common stock.

(2) Represents 5,083,054 shares of common stock reserved for issuance pursuant to future awards under the 2012 Plan as of the date of this Registration Statement. To the extent that any awards outstanding under the 2004 Plan are forfeited or lapse unexercised subsequent to the date of this Registration Statement, up to 1,323,978 shares of common stock reserved for issuance pursuant to such awards will become available for issuance under the 2012 Plan. See footnote 5 below.

(3) Represents 3,561,173 shares of common stock reserved for issuance pursuant to stock option awards outstanding under the 2012 Plan as of the date of this Registration Statement.

(4) Represents 1,202,873 shares of common stock reserved for issuance pursuant to restricted stock unit awards outstanding under the 2012 Plan as of the date of this Registration Statement.

(5) Represents 1,323,978 shares of common stock reserved for issuance pursuant to equity awards outstanding under the 2004 Plan as of the date of this Registration Statement. To the extent that any such awards are forfeited or lapse unexercised subsequent to the date of this Registration Statement, up to 1,323,978 shares of common stock reserved for issuance pursuant to such awards will become available for issuance under the 2012 Plan. See footnote 2 above.

(6) Represents 56,425 shares of common stock reserved for issuance pursuant to equity awards outstanding under the SignNow Plan as of the date of this Registration Statement.

(7) Represents 5,462 shares of common stock reserved for issuance pursuant to equity awards outstanding under the Purewire Plan as of the date of this Registration Statement.

(8) Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee on the basis of $18.00, the initial public offering price set forth on the cover page of the Registrant’s final prospectus, dated the date of this Registration Statement (the “Final Prospectus”), relating to its initial public offering.

(9) Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee on the basis of $13.49, the weighted average price per share of outstanding option awards under the 2012 Plan as of November 5, 2013.

(10) Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee on the basis of $18.00, the initial public offering price set forth on the cover page of the Final Prospectus.

(11) Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee on the basis of $8.64, the weighted average price per share of outstanding option awards under the 2004 Plan as of November 5, 2013.

(12) Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee on the basis of $1.51, the weighted average price per share of outstanding option awards under the SignNow Plan as of November 5, 2013.

(13) Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee on the basis of $0.32, the weighted average price per share of outstanding option awards under the Purewire Plan as of November 5, 2013.

PART I

INFORMATION REQUIRED IN THE PROSPECTUS

The information specified in Item 1 and Item 2 of Part I of Form S-8 is omitted from this Registration Statement on Form S-8 (the “Registration Statement”) in accordance with the provisions of Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”), and the introductory note to Part I of Form S-8. The documents containing the information specified in Part I of Form S-8 will be delivered to the participants in the equity benefit plans covered by this Registration Statement as specified by Rule 428(b)(1) under the Securities Act.

PART II

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

Barracuda Networks, Inc. (the “Registrant”) hereby incorporates by reference into this Registration Statement the following documents previously filed with the Securities and Exchange Commission (the “Commission”):

(1) Amendment No. 3 to the Registrant’s Registration Statement on Form S-1 filed with the Commission on November 5, 2013 (File No. 333-191510), which contains the Registrant’s audited financial statements for the latest fiscal year for which such statements have been filed;

(2) The Registrant’s Prospectus to be filed with the Commission on or about November 5, 2013 pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the Registration Statement on Form S-1, as amended (File No. 333-191510); and

(3) The description of the Registrant’s Common Stock contained in the Company’s Registration Statement on Form 8-A (File No. 001-36162) filed with the Commission on October 30, 2013, pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description.

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with the rules of the Commission shall not be deemed incorporated by reference into this Registration Statement. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall 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.

The Registrant’s amended and restated certificate of incorporation contains provisions that eliminate, to the maximum extent permitted by the General Corporation Law of the State of Delaware, the personal liability of the Registrant’s directors and

executive officers for monetary damages for breach of their fiduciary duties as directors or officers. The Registrant’s amended and restated certificate of incorporation and bylaws provide that the Registrant must indemnify its directors and executive officers and may indemnify its employees and other agents to the fullest extent permitted by the General Corporation Law of the State of Delaware.

Sections 145 and 102(b)(7) of the General Corporation Law of the State of Delaware provide that a corporation may indemnify any person made a party to an action by reason of the fact that he or she was a director, executive officer, employee or agent of the corporation or is or was serving at the request of a corporation against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful, except that, in the case of an action by or in right of the corporation, no indemnification may generally be made in respect of any claim as to which such person is adjudged to be liable to the corporation.

The Registrant has entered into indemnification agreements with its directors and executive officers, in addition to the indemnification provided for in its amended and restated certificate of incorporation and bylaws, and intends to enter into indemnification agreements with any new directors and executive officers in the future.

The Registrant has purchased and intends to maintain insurance on behalf of each and any person who is or was a director or officer of the Registrant against any loss arising from any claim asserted against him or her and incurred by him or her in any such capacity, subject to certain exclusions.

See also the undertakings set out in response to Item 9 herein.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

See Exhibit Index immediately following the Signature Pages.

Item 9. Undertakings.

A. The undersigned Registrant hereby undertakes that:

(1) It will 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 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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(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 with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(2) 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) It will 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 Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) 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 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, 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 Campbell, California, on the 6th day of November 2013.

BARRACUDA NETWORKS, INC.
By:	/s/ William D. Jenkins, Jr.
	William D. Jenkins, Jr.
	Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints William D. Jenkins, Jr. and David Faugno, and each of them, as his true and lawful attorney-in-fact and agent with full power of substitution, for him in any and all capacities, to sign any and all amendments to this registration statement on Form S-8 (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 attorney-in-fact, proxy 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 might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, proxy and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ William D. Jenkins, Jr. William D. Jenkins, Jr.	Chief Executive Officer and Director (Principal Executive Officer)	November 6, 2013
/s/ David Faugno David Faugno	Chief Financial Officer and Vice President (Principal Financial Officer)	November 6, 2013
/s/ Dustin Driggs Dustin Driggs	Corporate Controller (Principal Accounting Officer)	November 6, 2013
/s/ Jeffry R. Allen Jeffry R. Allen	Director	November 6, 2013
/s/ Dipanjan Deb Dipanjan Deb	Director	November 6, 2013
/s/ Dean M. Drako Dean M. Drako	Director	November 6, 2013
/s/ James J. Goetz James J. Goetz	Director	November 6, 2013

Signature	Title	Date
/s/ David R. Golob David R. Golob	Director	November 6, 2013
/s/ Zachary S. Levow Zachary S. Levow	Director	November 6, 2013
/s/ Michael D. Perone Michael D. Perone	Director	November 6, 2013
/s/ Gordon L. Stitt Gordon L. Stitt	Director	November 6, 2013
/s/ Kevin B. Thompson Kevin B. Thompson	Director	November 6, 2013

INDEX TO EXHIBITS

		Incorporated by Reference
Exhibit Number	Description	Form	File No.	Exhibit	Filing Date
4.1	Specimen common stock certificate of the Registrant	S-1/A	333-191510	4.2	10/11/2013
4.2	2004 Stock Option Plan, and form of agreements thereunder	S-1	333-191510	10.2	10/1/2013
4.3	2012 Equity Incentive Plan, as amended, and form of agreements thereunder	S-1/A	333-191510	10.3	10/22/2013
4.4	SignNow 2011 Equity Incentive Plan, form of agreements thereunder	S-1	333-191510	10.4	10/1/2013
4.5	Purewire, Inc. 2008 Stock Incentive Plan, form of agreements thereunder	S-1	333-191510	10.5	10/1/2013
5.1	Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation
23.1	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
23.2	Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (contained in Exhibit 5.1 hereto)
24.1	Power of Attorney (contained on signature page hereto)

EX-5.1

Exhibit 5.1

November 6, 2013

Barracuda Networks, Inc.

3175 S. Winchester Blvd.

Campbell, California 95008

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

We have examined the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by Barracuda Networks, Inc., a Delaware corporation, with the Securities and Exchange Commission on or about the date hereof, in connection with the registration under the Securities Act of 1933, as amended, of 1,323,978 shares of Common Stock reserved for issuance pursuant to the Barracuda Networks, Inc. 2004 Stock Plan, 9,847,100 shares of Common Stock reserved for issuance pursuant to the Barracuda Networks, Inc. 2012 Equity Incentive Plan, 56,425 shares of Common Stock reserved for issuance pursuant to the SignNow, Inc. 2011 Equity Incentive Plan and 5,462 shares of Common Stock reserved for issuance pursuant to the Purewire, Inc. 2008 Stock Incentive Plan (which plans are referred to herein as the “Plans” and which shares of Common Stock are referred to herein as the “Shares”).

On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when issued and sold in the manner referred to in the Plans and pursuant to the agreements that accompany the Plans, will be legally and 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 the use of our name wherever appearing in the Registration Statement and any amendments thereto.

Very truly yours,

WILSON SONSINI GOODRICH & ROSATI

Professional Corporation

/s/ Wilson Sonsini Goodrich & Rosati, P.C.

EX-23.1

Exhibit 23.1

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, the 2004 Stock Plan, the SignNow, Inc. 2011 Equity Incentive Plan, and the Purewire, Inc. 2008 Stock Incentive Plan of Barracuda Networks, Inc. of our report dated July 29, 2013 (except for Note 13, as to which the date is October 15, 2013), with respect to the consolidated financial statements and schedule of Barracuda Networks, Inc. included in Amendment No. 3 to the Registration Statement (Form S-1 No. 333-191510) and related Prospectus of Barracuda Networks, Inc. filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

San Jose, California

November 4, 2013