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 13, 2007

F5 Networks, Inc.

(Exact name of registrant as specified in its charter)

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

401 Elliott Avenue West
Seattle, WA 98119
(Address of principal executive offices) (Zip Code)
(206) 272-5555
(Registrant’s telephone number, including area code)

N/A
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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On August 13, 2007, F5 Networks, Inc. filed Articles of Amendment to its Amended and Restated Articles of Incorporation with the Secretary of State of the State of Washington in order to increase the authorized capital stock of F5 from 110,000,000 shares of stock (consisting of 100,000,000 shares of common stock and 10,000,000 shares of preferred stock) to 210,000,000,000 shares of stock (consisting of 200,000,000 shares of common stock and 10,000,000 shares of preferred stock). The Articles of Amendment were filed in connection with a two-for-one forward stock split of the outstanding shares of F5 common stock to be effected by a stock dividend that will be paid on August 20, 2007 to all shareholders of record as of August 10, 2007. The effective date of the Articles of Amendment was August 13, 2007. A copy of the Articles of Amendment is filed herewith as Exhibit 3.1 and is incorporated by reference thereto.

Item 9.01 Financial Statements and Exhibits.

     (d)      Exhibits:

Exhibit No.	Description
3.1	Articles of Amendment filed with the Washington Secretary of State on August 13, 2007.

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.

	F5 NETWORKS, INC. (Registrant)
Date: August 13, 2007	By:	/s/ Jeffrey A. Christianson
		Jeffrey A. Christianson
		Sr. Vice President and General Counsel

EXHIBIT INDEX

Exhibit No.	Description
3.1	Articles of Amendment filed with the Washington Secretary of State on August 13, 2007.

EX-3.1

Exhibit 3.1

ARTICLES OF AMENDMENT
OF
F5 NETWORKS, INC.

Pursuant to RCW 23B.10.060 of the Washington Business Corporation Act, the undersigned corporation hereby submits the following amendment to the corporation’s Second Amended and Restated Articles of Incorporation, as amended (the “Articles”):

	1.	The name of the corporation is F5 Networks, Inc.
	2.	Section 2.1 of the Articles is hereby amended and restated in its entirety to read as follows:
		“2.1 This Corporation is authorized to issue 210,000,000 shares of stock in the aggregate. Such shares shall be divided into two classes as follows:
		(a) 200,000,000 shares of common stock (“Common Stock”).
		(b) 10,000,000 shares of preferred stock (“Preferred Stock”). Holders of Common Stock are entitled to one vote per share on any matter on which holders of Common Stock are entitled to vote. On dissolution of the Corporation, after any preferential amount with respect to the Preferred Stock has been paid or set aside, the holders of Common Stock and the holders of any series of Preferred Stock entitled to participate further in the distribution of assets are entitled to receive the net assets of the Corporation.”
	3.	The date of adoption of such amendment was July 20, 2007.
	4.	The amendment was duly approved by the Board of Directors of the corporation pursuant to RCW 23B.10.020; shareholder action was not required.
DATED:		August 8, 2007.

F5 NETWORKS, INC.
By:	/s/ Jeffrey A. Christianson
	Jeffrey A. Christianson,
	Senior Vice President and
	General Counsel