UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

Amendment No. 2

þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 000-26041

F5 NETWORKS, INC.

(Exact name of registrant as specified in its charter)

WASHINGTON		91-1714307
(State or other jurisdiction of		(I.R.S. Employer Identification No.)
incorporation or organization)

Seattle, Washington 98119
(Address of principal executive offices and zip code)

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

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ		Accelerated filer o		Non-accelerated filer o		Smaller reporting company o
				(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

The number of shares outstanding of the registrant’s common stock as of February 3, 2010 was 79,506,771.

 

 

EXPLANATION OF AMENDMENT

          We are filing this Amendment No. 2 to our Quarterly Report on Form 10-Q for the quarter ended December 31, 2009, which was filed with the Securities and Exchange Commission (the “SEC”) on February 5, 2010 (the “Original Filing”), solely to attach Exhibits 31.1, 31.2 and 32.1. No other information in our Original Filing is amended hereby, all such information continues to speak as of the date of the Original Filing, and, this Form 10-Q/A does not update the disclosure contained in the Original Filing to reflect any events that have occurred since the date of the Original Filing.

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, thereunto duly authorized on this 13th day of May, 2010.

EXHIBIT INDEX

Exhibit
Number				Exhibit Description
31.1*		—		Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		—		Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*		—		Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002