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):
September 6, 2005

F5 Networks, Inc.

(Exact name of registrant as specified in its charter)

Washington	000-26041	91-1714307
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

401 Elliott Avenue West
Seattle, WA 98119

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (206) 272-5555

Not Applicable

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:

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

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

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

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

Item 1.01 Entry into a Material Definitive Agreement

     On September 6, 2005, F5 Networks, Inc. (“F5”) entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) with Swan Labs Corporation, a Delaware corporation (“Swan Labs”), which provides for the acquisition of Swan Labs by F5. Swan Labs is a privately held company located in San Jose, California that provides WAN (Wide Area Network) optimization and application acceleration products and services.

     Under the terms of the Merger Agreement, a wholly owned subsidiary of F5 will merge with and into Swan Labs, with Swan Labs continuing as a wholly owned subsidiary of F5 (the “Merger”). Immediately prior to the signing of the Merger Agreement by F5, the Merger was approved by stockholders of Swan Labs as required by its organizational documents and applicable law. The Merger is expected to close in October 2005.

     Pursuant to the Merger Agreement, all stockholders of Swan Labs, other than any stockholders who are entitled to and who properly exercise appraisal or dissenters’ rights under Delaware or California law, will receive at closing an aggregate cash purchase price of $43,000,000. At closing, F5 will deposit $5,375,000 of the cash purchase price in escrow for twelve (12) months as security for various indemnification obligations of the Swan Labs stockholders. All outstanding restricted shares of common stock of Swan Labs and options to purchase shares of common stock of Swan Labs will be accelerated in full prior to the closing of the Merger, and any stock options that remain unexercised will be extinguished upon closing.

     F5 and Swan Labs have made customary representations, warranties and covenants in the Merger Agreement. Closing of the Merger is also subject to customary conditions, including (i) absence of any law or order prohibiting consummation of the Merger, (ii) subject to certain exceptions, the accuracy of the representations and warranties, (iii) delivery of certain third party consents, (iv) acceptance of employment with F5 by certain key employees of Swan Labs, (v) delivery of certain agreements between F5 and certain stockholders of Swan Labs regarding releases of claims and other matters, (vi) satisfaction of various tax matters, and (vii) absence of any material adverse effect on Swan Labs. The Merger Agreement contains certain termination rights for both F5 and Swan Labs.

     A copy of a press release announcing the entry into the Merger Agreement is attached hereto as Exhibit 99.1 and is incorporated into this report by reference.

Item 8.01 Other Events

     On September 6, 2005, F5 issued a press release announcing the execution of the Merger Agreement, a copy of which is filed as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

Exhibit No.		Description
	99.1	Press Release issued by F5 Networks, Inc. dated September 6, 2005.

     The information in this report shall be deemed incorporated by reference into any registration statement heretofore or hereafter filed under the Securities Act of 1933, as amended, except to the extent that such information is superseded by information as of a subsequent date that is included in or incorporated by reference into such registration statement.

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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.

Dated: September 6, 2005

F5 NETWORKS, INC. (Registrant)
By:	/s/ JOHN MCADAM
	John McAdam
	President and Chief Executive Officer

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EXHIBIT INDEX

Exhibit No.		Description
	99.1	Press Release issued by F5 Networks, Inc. dated September 6, 2005.

5

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

CONTACTS: Alane Moran
Public Relations
206/272-6850
a.moran@f5.com

John Eldridge
Investor Relations
206/272-6571
j.eldridge@f5.com

F5 Networks to Acquire Swan Labs, Best-of-Breed WAN Optimization and Application Acceleration Company

Union of Swan Labs and F5 is expected to provide the industry’s most comprehensive and integrated application delivery network for superior application performance, security and availability across the LAN and WAN

SEATTLE, SEPTEMBER 6, 2005 — F5 Networks, Inc. (NASDAQ: FFIV), the leading provider of Application Traffic Management products, today announced that it has signed a definitive agreement to acquire Swan Labs Corporation, a technology leader in the WAN (Wide Area Network) optimization and application acceleration market. The $43 million cash transaction for 100% of the equity of Swan Labs was signed on September 6, 2005 and, subject to customary closing conditions, including acceptance of employment with F5 Networks by certain employees of Swan Labs, is expected to close in the first quarter of F5 Networks’ 2006 fiscal year. Swan Labs is recognized as a visionary in Gartner’s latest Magic Quadrant for Web-Enabled Application Delivery, 2H04.

     Swan Labs’ WAN optimization and application acceleration technologies extend F5’s market leading Application Traffic Management product portfolio. Upon integration, Swan Labs and F5 products together will provide a uniquely powerful enterprise-class solution that is expected to create the only integrated application delivery network to ensure superior performance, security, and availability for all applications – across the WAN and within the LAN.

     “The opportunity to acquire such powerful solutions that nicely round out F5’s optimization portfolio was extremely attractive,” said John McAdam, President and CEO of F5 Networks. “The acquisition will accelerate the execution of our strategy to deliver application acceleration and WAN optimization for all applications and users. A distinct competitive advantage for us is F5’s advanced Traffic Management Operating System that creates a shared

application and network services framework that will enable Swan Labs’ solution to integrate well into F5’s architecture. No other vendor in the market has this powerful capability.”

     Upon completion of this acquisition, F5 not only will have access to superior branch office-based and application-specific optimizations through Swan Labs’ WANJet solution, but will also gain access to very advanced web application optimization technology in Swan Labs’ WebAccelerator solution. When combined, Swan Labs’ and F5’s solutions will offer an integrated framework that extends application and network security, acceleration and availability to remote, branch, public and private users – regardless of where they are coming from.

     “The marriage of F5 and Swan Labs is a natural fit and will be an exciting and productive move for the industry and customers,” said Andrew Foss, CEO of Swan Labs. “F5 and Swan Labs have a parallel strategy of a shared services architecture and our combined solutions will offer enterprises the most advanced and integrated application delivery network.”

     Further details about the Swan Labs acquisition will be discussed in a conference call tomorrow, September 7, 2005, at 8:00 a.m. E.T. Call-in numbers: 1-888-552-9191 (US and Canada) and +1-773-756-4632 (international); conference ID: F5 NETWORKS. To listen to the webcast, go to http://www.f5.com/f5/ir/calendar.html and click on the webcast image. A slide presentation designed to accompany the discussion of the Swan Labs acquisition is available for public viewing http://www.f5.com/swanlabs/announcement/ until the end of the month. A replay of the webcast will also be available at www.f5.com. F5 Networks intends to file with the SEC prior to the webcast a Form 8-K that contains additional information concerning the proposed merger. Investors of F5 Networks are encouraged to read such filings and other related SEC filings by F5 when they become available.

About F5 Networks
F5 enables organizations to successfully deliver business-critical applications and gives them the greatest level of agility to stay ahead of growing business demands. As the pioneer and global leader in Application Traffic Management, F5 continues to lead the industry by driving more intelligence into the network to deliver advanced application agility. F5 products ensure the secure and optimized delivery of applications to any user – anywhere. Through its flexible and cohesive architecture, F5 delivers unmatched value by dramatically improving the way organizations serve their employees, customers and constituents, while lowering operational costs. The company is headquartered in Seattle, Washington with offices worldwide. For more information go to www.f5.com.

     All brands, names, or trademarks mentioned in this document are the property of their respective owners.

     This press release may contain forward looking statements relating to future events or future financial performance that involve risks and uncertainties. Such statements can be identified by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts”, “potential” or “continue” or the negative of such terms or comparable terms. These statements are only predictions and actual results could differ materially from those anticipated in these statements based upon a number of factors including those identified in the Company’s filings with the SEC.

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