8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 2, 2018

ARLO TECHNOLOGIES, INC.

(Exact name of Registrant as specified in its charter)

Delaware	001-38618	38-4061754
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

350 East Plumeria Drive

San Jose, CA 95134

(Address, including zip code, of principal executive offices)

(408) 907-8000

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act.  ☐

Item 7.01 Regulation FD.

On August 2, 2018, Arlo Technologies, Inc. (“Arlo”), a subsidiary of NETGEAR, Inc. (“NETGEAR”), and NETGEAR issued a press release announcing the pricing of Arlo’s initial public offering (“IPO”) of 10,215,000 shares (or 11,747,250 shares if the underwriters exercise their option to purchase additional shares in full) of Arlo common stock, par value $0.001 per share (the “Arlo Common Stock”) at a price to the public of $16.00 per share, and certain other matters. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

The information furnished under Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.

Cautionary Statement Regarding Forward-Looking Statements:

Statements in this document and the attached press release contain forward-looking statements that are subject to substantial risks and uncertainties. Any statements contained herein or therein that are not statements of historical fact may be deemed to be forward-looking statements. The words “anticipate,” “expect,” “believe,” “will,” “may,” “should,” “estimate,” “project,” “outlook,” “forecast” or other similar words are used to identify such forward-looking statements. However, the absence of these words does not mean that the statements are not forward-looking. The forward-looking statements represent NETGEAR’s or Arlo’s expectations or beliefs concerning future events based on information available at the time such statements were made and include statements regarding the initial public offering of Arlo. These statements are based on management’s current expectations and are subject to certain risks and uncertainties, including, among others, market conditions, unforeseen regulatory issues and the failure to satisfy any of the conditions to such transaction that may cause results to differ materially from the statements set forth in this press release. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. Therefore, actual outcomes and results may differ materially from what is expressed or forecast in such forward-looking statements. Further information on potential risk factors that could affect NETGEAR or Arlo and their respective businesses are detailed in NETGEAR’s and Arlo’s filings with the Securities and Exchange Commission. Given these circumstances, you should not place undue reliance on these forward-looking statements. NETGEAR and Arlo undertake no obligation to release publicly any revisions to any forward-looking statements contained herein to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The Exhibit Index set forth below is incorporated herein by reference.

Exhibit No.	Description of Exhibit
99.1	Press Release, dated August 2, 2018

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ARLO TECHNOLOGIES, INC.
By:	/s/ Brian Busse
Name: Brian Busse
Title: General Counsel

Date: August 2, 2018

EX-99.1

Exhibit 99.1

NETGEAR and Arlo Announce Pricing of Initial Public Offering

SAN JOSE, Calif. — August 2, 2018 — NETGEAR, Inc. (NASDAQ: NTGR) and Arlo Technologies, Inc. (“Arlo”), a subsidiary of NETGEAR, today announced the pricing of Arlo’s initial public offering (“IPO”) of 10,215,000 shares of Arlo’s common stock at a price to the public of $16.00 per share. The New York Stock Exchange has conditionally approved the listing of the common stock shares. The shares are expected to begin trading on the New York Stock Exchange under the ticker symbol “ARLO” on August 3, 2018, and the IPO is expected to close on or about August 7, 2018, subject to customary closing conditions.

In addition, the underwriters will have a 30-day option to purchase an additional 1,532,250 shares of common stock at the initial public offering price, less the underwriting discount and commissions.

BofA Merrill Lynch, Deutsche Bank Securities and Guggenheim Securities are acting as lead book-running managers for the offering. Raymond James, Cowen and Imperial Capital are acting as joint book-running managers for the offering.

The offering is being made only by means of a prospectus. A copy of the final prospectus related to the offering may be obtained, when available, from BofA Merrill Lynch, 200 North College Street, 3rd Floor, Charlotte NC 28255-0001, Attn: Prospectus Department or by e-mailing: dg.prospectus_requests@baml.com; from Deutsche Bank Securities Inc., Attn: Prospectus Group, 60 Wall Street, New York, NY 10005 or by telephone at 800-503-4611 or by e-mailing: prospectus.CPDG@db.com; or from Guggenheim Securities, LLC, Attn: Equity Syndicate Department, 330 Madison, 8th Floor, New York, NY 10017, or by telephone at (212) 518-9658, or by email to GSEquityProspectusDelivery@guggenheimpartners.com.

A registration statement relating to these securities has been filed with, and declared effective by, the U.S. Securities and Exchange Commission. This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About NETGEAR, Inc.

NETGEAR (NASDAQ: NTGR) is a global networking company that delivers innovative products to consumers, businesses and service providers. The Company’s products are built on a variety of proven technologies such as wireless (WiFi and LTE), Ethernet and powerline, with a focus on reliability and ease-of-use. The product line consists of wired and wireless devices that enable networking, broadband access and network connectivity. These products are available in multiple configurations to address the needs of the end-users in each geographic region in which the Company’s products are sold. NETGEAR products are sold in approximately 27,000 retail locations around the globe, and through approximately 23,000 value-added resellers, as well as multiple major cable, mobile and wireline service providers around the world. The company’s headquarters are in San Jose, Calif., with additional offices in approximately 25 countries.

About Arlo Technologies, Inc.

Arlo is the award-winning, industry leader that is transforming the way people experience the connected lifestyle. Arlo’s deep expertise in product design, wireless connectivity, cloud infrastructure and cutting-edge AI capabilities focuses on delivering a seamless, smart home experience for Arlo users that is easy to setup and interact with every day. The company’s cloud-based platform provides users with visibility, insight and a powerful means to help protect and connect in real-time with the people and things that matter most, from any location with a Wi-Fi or a cellular connection. To date, Arlo has launched several categories of award-winning smart connected devices, including wire-free smart Wi-Fi and LTE-enabled cameras, advanced baby monitors and smart security lights.

^©2018 NETGEAR, Inc., NETGEAR and the NETGEAR logo are trademarks and/or registered trademarks of NETGEAR, Inc. and certain of its affiliates in the United States and/or other countries. Arlo Technologies, Inc., Arlo and the Arlo logo are trademarks and/or registered trademarks of Arlo Technologies, Inc. and/or certain of its affiliates in the United States and/or other countries. Other brand and product names are for identification purposes only and may be trademarks or registered trademarks of their respective holder(s). The information contained herein is subject to change without notice. Neither NETGEAR nor Arlo shall be liable for technical or editorial errors or omissions contained herein. All rights reserved.

Cautionary Statement Regarding Forward-Looking Statements:

Statements in this press release contain forward-looking statements that are subject to substantial risks and uncertainties. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. The words “anticipate,” “expect,” “believe,” “will,” “may,” “should,” “estimate,” “project,” “outlook,” “forecast” or other similar words are used to identify such forward-looking statements. However, the absence of these words does not mean that the statements are not forward-looking. The forward-looking statements represent NETGEAR’s or Arlo’s expectations or beliefs concerning future events based on information available at the time such statements were made and include statements regarding the initial public offering of Arlo. These statements are based on management’s current expectations and are subject to certain risks and uncertainties, including, among others, market conditions, unforeseen regulatory issues and the failure to satisfy any of the conditions to such transaction that may cause results to differ materially from the statements set forth in this press release. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. Therefore, actual outcomes and results may differ materially from what is expressed or forecast in such forward-looking statements. Further information on potential risk factors that could affect NETGEAR and Arlo and their respective businesses are detailed in NETGEAR’s and Arlo’s filings with the SEC. Given these circumstances, you should not place undue reliance on these forward-looking statements. NETGEAR and Arlo undertake no obligation to release publicly any revisions to any forward-looking statements contained herein to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Media Relations:

press@arlo.com

949-438-1088

Investors:

NETGEAR Investor Relations

netgearIR@netgear.com

Arlo Investor Relations

investors@arlo.com

Source: NETGEAR-F

Source: Arlo-F

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