SEC Company Response from Palo Alto Networks Inc (PANW) (CIK 0001327567) (PANW) — Jul 18, 2012
Palo Alto Networks Inc (PANW) (CIK 0001327567)
Date: July 18, 2012 · CIK: 0001327567 · Accession: 0001193125-12-305819
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-35594, 333-180620
Letter
Acceleration Request
July 18, 2012
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-3720
Attention:
Barbara C. Jacobs
Matthew Crispino
Craig Wilson
Morgan Youngwood
Re:
Palo Alto Networks, Inc.
Registration Statement on Form S-1 (File No. 333-180620)
Form 8-A (File No. 001-35594)
Acceleration
Request
Requested Date: July 19, 2012
Requested Time: 4:00 P.M. Eastern Daylight Time
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, and Rule 12d1-2 of the Securities Exchange Act of 1934, as amended, Palo Alto Networks, Inc. (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-l (File No. 333-180620) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above or at such later time as the Company or its counsel may orally request via telephone call to the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) (the “Registration Statement Acceleration Request”). In connection with the Registration Statement Acceleration Request, the Company hereby requests that the above referenced Form 8-A (File No. 001-35594) also be declared effective at the “Requested Date” and “Requested Time” set forth above or at such later time as the Company or its counsel may orally request via telephone call to the Staff. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Wilson Sonsini Goodrich & Rosati, P.C., by calling Jeffrey D. Saper or Jon C. Avina at (650) 493-9300.
In connection with the acceleration request, the Company hereby acknowledges that:
Securities and Exchange Commission
July 18, 2012
Page 2
•
should the Commission or the Staff, acting pursuant to delegated authority, declare the Registration Statement on Form S-1 effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement on Form S-1;
•
the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement on Form S-1; and
•
the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
[Signature page follows]
* * * *
Sincerely,
PALO ALTO NETWORKS, INC.
Show Raw Text
CORRESP 1 filename1.htm Acceleration Request July 18, 2012 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3720 Attention: Barbara C. Jacobs Matthew Crispino Craig Wilson Morgan Youngwood Re: Palo Alto Networks, Inc. Registration Statement on Form S-1 (File No. 333-180620) Form 8-A (File No. 001-35594) Acceleration Request Requested Date: July 19, 2012 Requested Time: 4:00 P.M. Eastern Daylight Time Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, and Rule 12d1-2 of the Securities Exchange Act of 1934, as amended, Palo Alto Networks, Inc. (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-l (File No. 333-180620) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above or at such later time as the Company or its counsel may orally request via telephone call to the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) (the “Registration Statement Acceleration Request”). In connection with the Registration Statement Acceleration Request, the Company hereby requests that the above referenced Form 8-A (File No. 001-35594) also be declared effective at the “Requested Date” and “Requested Time” set forth above or at such later time as the Company or its counsel may orally request via telephone call to the Staff. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Wilson Sonsini Goodrich & Rosati, P.C., by calling Jeffrey D. Saper or Jon C. Avina at (650) 493-9300. In connection with the acceleration request, the Company hereby acknowledges that: Securities and Exchange Commission July 18, 2012 Page 2 • should the Commission or the Staff, acting pursuant to delegated authority, declare the Registration Statement on Form S-1 effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement on Form S-1; • the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement on Form S-1; and • the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. [Signature page follows] * * * * Sincerely, PALO ALTO NETWORKS, INC. /s/ Steffan C. Tomlinson Steffan C. Tomlinson Chief Financial Officer cc: Mark D. McLaughlin, Esq. Jeffrey C. True, Esq. Palo Alto Networks, Inc. Jeffrey D. Saper, Esq. Jon C. Avina, Esq. Wilson Sonsini Goodrich & Rosati, P.C. Bruce K. Dallas, Esq. Davis Polk & Wardwell LLP