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): December 31, 2018

ARLO TECHNOLOGIES, INC.

(Exact name of Registrant as specified in its charter)

Delaware	01-38618	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 5.01 Changes in Control of Registrant

On December 31, 2018, NETGEAR, Inc. (“NETGEAR”) announced that it had completed the previously announced spin-off of Arlo Technologies, Inc. (“Arlo”) by means of a special stock dividend of 62,500,000 shares of Arlo common stock that had been owned by NETGEAR to NETGEAR stockholders of record as of the close of business on December 17, 2018 (the “Record Date”). The distribution of the special stock dividend (the “Distribution”) was made on December 31, 2018. Based on the number of shares of NETGEAR common stock outstanding as of the Record Date, NETGEAR stockholders received 1.980295 shares of Arlo common stock for every share of NETGEAR common stock held as of the close of business on the Record Date. No fractional shares of Arlo common stock were distributed. Instead, NETGEAR shareholders will receive cash in lieu of any fraction of a share of Arlo common stock that they otherwise would have received.

Prior to the Distribution, NETGEAR owned approximately 84.2% of the outstanding shares of Arlo common stock. Following the completion of the Distribution, NETGEAR no longer owns any shares of Arlo common stock.

A copy of Arlo’s press release announcing the completion of the Distribution is attached as Exhibit 99.1 to this Current Report on Form 8-K, and incorporated herein by reference.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

In connection with the Distribution, and effective as of the completion of the Distribution, Patrick C.S. Lo resigned as a director of Arlo and the size of the board of directors was reduced from seven to six directors.

Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit No.	Description of Exhibit
99.1	Press Release of Arlo Technologies, Inc., dated December 31, 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/ Matthew McRae
Name: Title:	Matthew McRae Chief Executive Officer

Date: January 2, 2019

[Signature Page to Current Report on Form 8-K of Arlo Technologies, Inc.]

EX-99.1

Exhibit 99.1

Arlo Announces Completion of Spin-Off from NETGEAR

San Jose, California — December 31, 2018 — Arlo Technologies, Inc. (NYSE: ARLO) today announced that NETGEAR, Inc. (NASDAQ: NTGR) has completed its previously announced distribution of 62,500,000 shares of Arlo common stock owned by NETGEAR, representing approximately 84.2% of the outstanding shares of Arlo common stock. After the completion of the distribution, NETGEAR no longer owns any shares of Arlo common stock.

The distribution was made today to NETGEAR stockholders of record as of the close of business on December 17, 2018 (the “record date”). The distribution took place in the form of a pro rata common stock dividend to each NETGEAR stockholder of record on the record date. Based on the shares of NETGEAR common stock outstanding on the record date, NETGEAR stockholders received 1.980295 shares of Arlo common stock for every share of NETGEAR common stock held as of the record date.

No fractional shares of Arlo common stock were distributed. Instead, NETGEAR stockholders will receive cash in lieu of any fraction of a share of Arlo common stock that they otherwise would have received.

In connection with, and effective upon the completion of, the distribution of shares of Arlo common stock, Patrick C.S. Lo resigned as a director of Arlo, and the Board of Directors of Arlo reduced the size of the board from seven to six.

On December 18, 2018, NETGEAR mailed an information statement to its stockholders on the record date, which included details on the distribution. The information statement is posted under the Investor Relations tab on NETGEAR’s website at investor.netgear.com and on Arlo’s website at investor.arlo.com.

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, audio doorbells, advanced baby monitors and smart security lights.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. 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 Arlo Technologies, Inc.’s expectations or beliefs concerning future events based on information available at the time such statements were made. These statements are based on management’s current expectations and are subject to certain risks and uncertainties, including, among others, market conditions and unforeseen regulatory issues. 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 Arlo and its business are detailed in Arlo’s filings with the Securities and Exchange Commission. Given these circumstances, you should not place undue reliance on these forward-looking statements. Arlo undertakes 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, except as required by law.

Investors:

Arlo Investor Relations

Erik Bylin

investors@arlo.com

(510) 315-1004

Source: Arlo-F

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