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

September 12, 2007
Date of Report (Date of earliest event reported)

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)	(I.R.S. 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 (see General Instruction A.2. below):

     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))

TABLE OF CONTENTS

	Item 2.01 Completion of Acquisition or Disposition of Assets.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURE
EXHIBIT 99.1

Item 2.01 Completion of Acquisition or Disposition of Assets.

     On September 12, 2007, F5 Networks, Inc. (“F5 Networks”) completed its previously announced acquisition of Acopia Networks, Inc. (“Acopia”), a privately held Delaware corporation that provides high-performance, intelligent file virtualization solutions. The acquisition was made pursuant to an Agreement and Plan of Merger, dated August 6, 2007, by and among F5 Networks, Checkmate Acquisition Corporation, a wholly-owned subsidiary of F5 Networks, Acopia, and the stockholders’ representative referred to therein (the “Merger Agreement”). Under the terms of the Merger Agreement, Checkmate Acquisition Corporation merged with and into Acopia with Acopia surviving the merger as a wholly-owned subsidiary of F5 Networks. Upon consummation of the acquisition, F5 Networks assumed Acopia’s stock option plan and all Acopia unvested in-the-money stock options that were outstanding immediately prior to closing. Holders of the assumed Acopia unvested in-the-money stock options will have the right to purchase F5 Networks common stock upon exercise of such stock options. The aggregate purchase price payable to the former Acopia stockholders and holders of vested in-the-money Acopia stock options was $210,000,000 in cash, less $2,476,857 transaction fees incurred by Acopia. $21,000,000 of the aggregate merger consideration will be held in escrow to secure claims by F5 Networks for indemnification under the Merger Agreement. Prior to the closing of the Merger, there were no material relationships between or among F5 Networks or any of its affiliates, officers or directors on the one hand, and Acopia or any of its affiliates, officers or directors on the other.

     The foregoing description of the Merger Agreement is qualified in its entirety by reference to the full text of the Merger Agreement, which was included as Exhibit 2.1 to the Current Report on Form 8-K filed on August 8, 2007. A copy of the press release issued by F5 Networks on September 12, 2007 regarding the closing of this acquisition is filed herewith as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

     (a) Financial statements of businesses acquired.

     F5 Networks will file financial statements of Acopia under cover of Form 8-K no later than 71 days after the date this Report is required to be filed.

     (b) Pro forma financial information.

     F5 Networks will file pro forma financial information with respect to its acquisition of Acopia under cover of Form 8-K no later than 71 calendar days after the date this Report is required to be filed.

     (c) Not applicable.

     (d) Exhibits.

     99.1 Press release announcing closing of acquisition

SIGNATURE

     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)
	By:	/s/ Jeffrey A. Christianson
		Jeffrey A. Christianson
		Sr. Vice President and General Counsel
Dated: September 13, 2007

Exhibit No.	Description
99.1	Press release announcing closing of acquisition

EX-99.1

EXHIBIT 99.1

FOR IMMEDIATE RELEASE

CONTACT:	Investor Relations John Eldridge (206) 272-6571 j.eldridge@f5.com
	Public Relations Alane Moran (206) 272-6850 a.moran@f5.com

F5 Networks Completes Acquisition of Acopia Networks

Extends value of its Application Delivery Network to include management of customers’
burgeoning file storage assets

SEATTLE, SEPTEMBER 13, 2007 — F5 Networks, Inc. (Nasdaq: FFIV), the global leader in Application Delivery Networking, today announced that it has completed the acquisition of Acopia Networks, Inc., a best-of-breed provider of high-performance, intelligent file virtualization solutions. On August 6, 2007, F5 announced the execution of a definitive agreement to acquire Acopia.

Acopia solutions increase F5’s strategic value to customers by optimizing the network storage layer that is entrusted with an organization’s data. In extending the power of intelligent networking to all levels of application delivery, the acquisition furthers F5’s strategic goal of making applications and information readily available to global users.

“Customers are recognizing the value of applying intelligent network technology to the challenges of managing growth at all levels of the application delivery infrastructure,” said Steve Duplessie, Founder and Senior Analyst at Enterprise Strategy Group (ESG). “As the demands of doing business across the extended enterprise increase, the ability of application delivery controllers to intelligently optimize availability, performance, and user access to information has made them the primary weapon in an IT organization’s arsenal. Intelligent file virtualization leverages the same concepts to address the equally challenging issues facing IT in managing the resulting growth of their file storage infrastructures.” An in-depth analysis from ESG regarding the acquisition can be found at http://www.f5.com/reports/esg20070801.pdf.

“Acopia has proven technology that is widely deployed in global enterprises today. Intelligent file virtualization is a natural and important extension to F5’s data center vision,” said John McAdam, President and CEO of F5. “Within the datacenter, F5 optimizes the web and application layers. Externally, we optimize the links between data centers. With the addition of Acopia, we extend that value by optimizing the file storage layer—providing our customers faster, more secure, and more reliable access to applications and information regardless of their location.”

Acopia’s President and CEO, Christopher Lynch, and his leadership team are joining F5’s management team. “I’m excited to bring the two companies together and demonstrate to customers how Acopia extends F5’s Application Delivery Network value proposition,” said Lynch. “Acopia customers recognize that our products enable their networks to provide better control, manageability, availability, and access to information, which is the reason Acopia’s technology is the leading intelligent file virtualization solution deployed in large enterprises today.”

Based on the purchase price allocation, F5 expects to take a one-time charge of $14 million ($0.16 per diluted share) in the current quarter for in-process research and development related to this acquisition. Management will provide more information on Acopia and the impact of acquisition-related expenses on subsequent quarters during the company’s quarterly conference call on October 24th.

About F5 Networks

F5 Networks is the global leader in Application Delivery Networking. F5 provides solutions that make applications secure, fast and available for everyone, helping organizations get the most out of their investment. By adding intelligence and manageability into the network to offload applications, F5 optimizes applications and allows them to work faster and consume fewer resources. F5’s extensible architecture intelligently integrates application optimization, protects the application and the network, and delivers application reliability—all on one universal platform. Over 10,000 organizations and service providers worldwide trust F5 to keep their applications running. The company is headquartered in Seattle, Washington with offices worldwide. For more information, go to www.f5.com.

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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