S-8

As filed with the Securities and Exchange Commission on March 3, 2016

Registration No. 333-              

UNITED STATES

SECURITIES AND EXCHANGECOMMISSION

Washington, D.C. 20549

________________

FORM S-8

REGISTRATION STATEMENT

UNDER THE

SECURITIES ACT OF 1933

________________

INFOBLOX INC.

(Exact name of Registrant as specified in its charter)

Delaware	20-0062867
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification Number)

3111 Coronado Drive

Santa Clara, CA 95054

(408) 986-4000

(Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices)

2012 Equity Incentive Plan

2012 Employee Stock Purchase Plan

(Full title of the plans)

Jesper Andersen

President and Chief Executive Officer

Infoblox Inc.

3111 Coronado Drive

Santa Clara, CA 95054

(408) 986-4000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Please send copies of all communications to:

William L. Hughes, Esq.

Fenwick & West LLP

555 California Street, 12^th Floor

San Francisco, California 94104

(415) 875-2300

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act):

Large accelerated filer   [ x ]        Accelerated filer    [ ]

Non-accelerated filer    [ ]  (Do not check if a smaller reporting company)      Smaller reporting company   [ ]

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered (1)		Proposed Maximum Offering Price Per Unit			Proposed Maximum Aggregate Offering Price		Amount of Registration Fee
Common Stock, $0.0001 par value
To be issued under the 2012 Equity Incentive Plan	2,337,739	(2)	$	15.48	(3)	$	36,188,199.72	$	3,644.16
To be issued under the 2012 Employee Stock Purchase Plan	584,434	(4)	$	13.16	(5)	7,691,151.44		774.50
Total	2,922,173					$	43,879,351.16	$	4,418.66

(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s common stock that become issuable in respect of the securities identified in the above table by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration that increases the number of the Registrant’s outstanding shares of common stock.

(2) Represents an automatic increase to the number of shares available for issuance under the 2012 Equity Incentive Plan (the “2012 Plan”) effective January 1, 2016. Shares available for issuance under the 2012 Plan were previously registered on registration statements on Form S-8 filed with the Securities and Exchange Commission (the “SEC”) on April 20, 2012 (Registration No. 333-180840), September 20, 2013 (Registration No. 333-191285), June 5, 2014 (Registration No. 333-196536) and March 6, 2015 (Registration No. 333-202543).

(3) Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and (h) under the Securities Act on the basis of the average of the high and low prices of the Registrant’s common stock as reported on the New York Stock Exchange on February 26, 2016.

(4) Represents an automatic increase to the number of shares available for issuance under the 2012 Employee Stock Purchase Plan (the “2012 ESPP”) effective January 1, 2016. Shares available for issuance under the 2012 ESPP were previously registered on registration statements on Form S-8 filed with the SEC on April 20, 2012 (Registration No. 333-180840), September 20, 2013 (Registration No. 333-191285), June 5, 2014 (Registration No. 333-196536) and March 6, 2015 (Registration No. 333-202543).

(5) Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and (h) under the Securities Act on the basis of the average of the high and low prices of the Registrant’s common stock as reported on the New York Stock Exchange on February 26, 2016, multiplied by 85%, which is the percentage of the trading price per share applicable to purchasers under the 2012 ESPP.

REGISTRATION OF ADDITIONAL SHARES PURSUANT TO GENERAL INSTRUCTION E

Pursuant to General Instruction E of Form S-8, Infoblox Inc. (the “Registrant”) is filing this Registration Statement with the Securities and Exchange Commission (the “SEC”) to register 2,337,739 additional shares of common stock under the Registrant's 2012 Equity Incentive Plan and 584,434 additional shares of common stock under the Registrant's 2012 Employee Stock Purchase Plan, pursuant to the provisions of those plans providing for an automatic increase in the number of shares reserved for issuance under such plans. This Registration Statement hereby incorporates by reference the contents of the Registrant's registration statements on Form S-8 filed with the SEC on April 20, 2012 (Registration No. 333-180840), September 20, 2013 (Registration No. 333-191285), June 5, 2014 (Registration No. 333-196536) and March 6, 2015 (Registration No. 333-202543).

PART II

Information Required in the Registration Statement

Item 8. Exhibits.

Exhibit		Incorporated by Reference				Filed
Number	Exhibit Description	Form	File No.	Exhibit	Filing Date	Herewith
4.1	Amended and Restated Certificate of Incorporation of the Registrant	S-1	333-183968	3.01	10/1/2012
4.2	Restated Bylaws of the Registrant	S-1	333-183968	3.02	10/1/2012
5.1	Opinion of Fenwick & West LLP					X
23.1	Consent of Fenwick & West LLP (contained in Exhibit 5.1)					X
23.2	Consent of Ernst & Young LLP, independent registered public accounting firm					X
24.1	Power of Attorney (included on the signature page to this Registration Statement)					X
99.1	2012 Equity Incentive Plan	10-Q	001-35507	10.2	3/5/2013
99.2	2012 Employee Stock Purchase Plan	10-Q	001-35507	10.1	3/7/2014

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Clara, State of California, on this 3^rd day of March, 2016.

	INFOBLOX INC.
By:	/s/ Jesper Andersen
	Jesper Andersen
	President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Jesper Andersen and Janesh Moorjani, and each of them, as his or her true and lawful attorney-in-fact and agent with full power of substitution, for him or her in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Name	Title	Date
Principal Executive Officer:
/s/ Jesper Andersen	President and Chief Executive Officer and Director	March 3, 2016
Jesper Andersen
Principal Financial Officer and Principal Accounting Officer:
/s/ Janesh Moorjani	Chief Financial Officer	March 3, 2016
Janesh Moorjani
Additional Directors:
/s/ Richard Belluzzo	Director	March 3, 2016
Richard Belluzzo
/s/ Laura C. Conigliaro	Director	March 3, 2016
Laura C. Conigliaro
/s/ Philip Fasano	Director	March 3, 2016
Philip Fasano
/s/ Fred M. Gerson	Director	March 3, 2016
Fred M. Gerson
/s/ Edzard Overbeek	Director	March 3, 2016
Edzard Overbeek
/s/ Daniel J. Phelps	Director	March 3, 2016
Daniel J. Phelps

Exhibit Index

Exhibit		Incorporated by Reference				Filed
Number	Exhibit Description	Form	File No.	Exhibit	Filing Date	Herewith
4.1	Amended and Restated Certificate of Incorporation of the Registrant	S-1	333-183968	3.01	10/1/2012
4.2	Restated Bylaws of the Registrant	S-1	333-183968	3.02	10/1/2012
5.1	Opinion of Fenwick & West LLP					X
23.1	Consent of Fenwick & West LLP (contained in Exhibit 5.1)					X
23.2	Consent of Ernst & Young LLP, independent registered public accounting firm					X
24.1	Power of Attorney (included on the signature page to this Registration Statement)					X
99.1	2012 Equity Incentive Plan	10-Q	001-35507	10.2	3/5/2013
99.2	2012 Employee Stock Purchase Plan	10-Q	001-35507	10.1	3/7/2014

EX-5.1

March 3, 2016

Infoblox Inc.

3111 Coronado Drive

Santa Clara, CA 95054

Ladies and Gentlemen:

At your request, we have examined the Registration Statement on Form S-8 to be filed by Infoblox Inc., a Delawarecorporation (the “Company”), with the Securities and Exchange Commission (the “Commission”) on or about March 3, 2016 (the “Registration Statement”) in connection with the registration under the Securities Act of 1933, as amended, of an aggregate of up to 2,922,173 shares (the “Shares”) of the Company’s Common Stock, $0.0001 par value per share (the “Common Stock”), subject to issuance by the Company (a) upon the exercise of stock options, the settlement of restricted stock units or market stock units, or the exercise or settlement of other awards, in each case, granted or to be granted under the Company’s 2012 Equity Incentive Plan, as amended to date (the “2012 Plan”)and (b) pursuant to purchase rights granted or to be granted under the Company’s 2012 Employee Stock Purchase Plan, as amended to date(the “Purchase Plan”). The 2012 Plan and the Purchase Plan are collectively referred to in this letter as the “Plans”. At your request we are providing this letter, to express our opinion on the matters set forth in the numbered paragraphs below.

In rendering this opinion, we have examined such matters of fact as we have deemed necessary in order to render the opinions set forth herein, which included examination of the documents described on Exhibit A attached hereto (which is incorporated in this letter by reference, and capitalized terms used but not defined in the body of this letter have the meanings given to such terms on Exhibit A hereto).

In giving the opinions contained in this letter, we have relied upon, and assumed the current accuracy of, the representations and warranties made by representatives of the Company to us, including but not limited to those set forth in the Opinion Certificate. We have also assumed that any certificates representing the Shares have been, or will be, when issued, properly signed by authorized officers of the Company or their agents.Further, to the extent that the Company issues any uncertificated capital stock, we have assumed that any issued Shares will not be reissued by the Company in uncertificated form until any previously issued stock certificate representing such issued Shares has been surrendered to the Company in accordance with Section 158 of the Delaware General Corporation Law and that the Company will properly register any transfer of the Shares from certificated to uncertificated form to the holders of such Shares on the Company’s record of uncertificated securities.

We render this opinion only with respect to, and we express no opinion herein concerning the application or effect of the laws of any jurisdiction other than the existing Delaware General Corporation Law (“DGCL”).

In our examination of documents for purposes of this opinion, we have assumed, and express no opinion as to, the genuineness of all signatures on original documents, the authenticity and completeness of all documents submitted to us as originals, the conformity to originals and completeness of all documents submitted to us as copies, the legal capacity of all persons or entities executing the same, and the lack of any undisclosed termination, waiver or amendment to any document reviewed by us.

With respect to our opinion expressed in paragraph (1) below as to the valid existence and good standingof the Company under the laws of the State of Delaware, we have relied upon the Good Standing Certificate and representations made to us by the Company, including those set forth in the Opinion Certificate.

1

In connection with our opinion expressed in paragraph (2) below, we have assumed the absence of any future amendment to the Charter that would make the Common Stock assessable.

Based upon, and subject to, the foregoing, it is our opinion that:

1.    The Company is a corporation validly existing, in good standing, under the laws of the State of Delaware; and

2.     The Shares, upon the issuance and sale by the Company in accordance with the terms of the applicable Plan in effect on the date hereof and in the manner and for and upon the receipt of the consideration stated in such Plan, the Registration Statement and the relevant Prospectus equal to at least the par value of the Shares, will be validly issued, fully paid and non-assessable.

We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us, if any, in the Registration Statement, the Prospectus constituting a part thereof and any amendments thereto. This opinion is intended solely for use in connection with the issuance and sale of the Shares subject to the Registration Statement and is not to be relied upon for any other purpose. In providing this letter, we are opining only as to the specific legal issues expressly set forth above, and no opinion shall be inferred as to any other matter or matters. This opinion is rendered on, and speaks only as of, the date of this letter first written above, is based solely on our understanding of facts in existence as of such date and does not address any potential changes in facts, circumstance or law that may occur after the date of this opinion letter. We assume no obligation to advise you of any fact, circumstance, event or change in the law or the facts that may hereafter be brought to our attention, whether or not such occurrence would affect or modify any of the opinions expressed herein.

Very truly yours,

/s/ Fenwick & West LLP

2

EXHIBIT A

to

Legal Opinion Regarding S-8 Registration Statement of

Infoblox Inc., a Delaware corporation (the “Company”)

Certain Reviewed Documents

Capitalized terms used but not defined in this Exhibit A have the meanings defined for such terms in the Opinion Letter to which this Exhibit A is attached.

1) Copies of the Amended and Restated Certificate of Incorporation of Infoblox Inc., a Delaware corporation (the “Company”) filed with the Delaware Secretary of State on April 25, 2012 and certified by the Delaware Secretary of State on April 25, 2012 (the “Charter”).

2) The Company’sAmended andRestated Bylaws,, which have been certified to us by the Company in the Opinion Certificate to be currently in effect and unmodified as of the date hereof (the “Bylaws” and collectively with the Charter, the “Charter Documents”).

3) The Registration Statement.

4) The prospectuses prepared for use pursuant to the Registration Statement (the “Prospectuses”).

5) An Opinion Certificate of the Company addressed to us and dated the date of this letter, containing certain factual representations (the “Opinion Certificate”).

6) A verification by Computershare, the Company’s transfer agent, of the number of the Company’s authorized, issued and outstanding shares of capital stock as of March 2, 2016 (the “Statement Date”).

7) A report by the Company, set forth in the Opinion Certificate, of (i) the issued and outstanding options, warrants and rights to purchase or otherwise acquire from the Company capital stock of the Company as of the Statement Date, and (ii) any additional shares of capital stock reserved for future issuance in connection with the Plans and all other plans, agreements or rights to acquire capital stock of the Company as of the Statement Date.

8) ACertificate ofGood Standing dated March 3, 2016issued by the DelawareSecretary of State stating that the Company is duly incorporated, in good standing and has a legal corporate existence as of such date (the “Good StandingCertificate”).

9) The Plans and the forms of agreements used by the Company under the Plans that will govern the Company’s issuance of Shares that have been furnished to us by the Company, copies of which are attached as exhibits to the Company’s reports on Form 10-Q filed by the Company with the Commission on March 3, 2013 and March 7, 2014, the Company’s report on Form 10-K filed by the Company with the Commission on September 25, 2015 and the registration statement on Form S-8 filed by the Company with the Commission on April 20, 2012 (the “Plan Agreements”).

10) Copies of corporate proceedings of the Company’s Board of Directors (the “Board”) and the Company’s stockholders relating to approval of the Charter Documents, the Plans and the Plan Agreements, the filing of the Registration Statement, the reservation of the Shares for sale and issuance pursuant to, and the sale and issuance of the Shares pursuant to, the Plans.

EX-23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2012 Equity Incentive Plan and 2012 Employee Stock Purchase Plan of Infoblox Inc. of our reports dated September 24, 2015, with respect to the consolidated financial statements of Infoblox Inc. and the effectiveness of internal control over financial reporting of Infoblox Inc., included in its Annual Report (Form 10-K) for the year ended July 31, 2015, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

San Jose, California

March 3, 2016