UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________________
Form 10-K/A
(Amendment No. 1)
____________________________________________________
(Mark One)
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x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the fiscal year ended June 30, 2014 |
OR
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o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the transition period from to . |
Commission file number 000-25711
____________________________________________________
Extreme Networks, Inc.
(Exact name of Registrant as specified in its charter)
____________________________________________________
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Delaware | | 77-0430270 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
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145 Rio Robles San Jose, California | | 95134 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (408) 579-2800
____________________________________________________
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common stock, $.001 par value
____________________________________________________
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x
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 x No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. 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 (§229.405 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 x 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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check One):
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Large Accelerated Filer o | | Accelerated Filer x |
Non-Accelerated Filer o | | Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
The aggregate market value of voting stock held by non-affiliates of the Registrant was approximately $652.6 million as of December 31, 2013, the last business day of the Registrant’s most recently completed second fiscal quarter, based upon the per share closing price of the Registrant’s common stock as reported on The NASDAQ Global Market reported on such date. For purposes of this disclosure, shares of common stock held or controlled by executive officers and directors of the registrant and by persons who hold more than 5% of the outstanding shares of common stock have been treated as shares held by affiliates. This calculation does not reflect a determination that certain persons are affiliates of the Registrant for any other purpose.
97,391,901 shares of the Registrant’s Common stock, $.001 par value, were outstanding as of August 5, 2014.
DOCUMENTS INCORPORATED BY REFERENCE
EXPLANATORY NOTE
The purpose of this Amendment No. 1 to the Company’s Annual Report on Form 10-K for the period ended June 30, 2014, filed with the Securities and Exchange Commission on September 15, 2014 (the “Form 10-K”), is to correct the signature page and include an officer who was inadvertently excluded from the original filing.
No other changes have been made to the Form 10-K. This Amendment No. 1 to the Form 10-K speaks as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-K.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 June 2, 2015.
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| EXTREME NETWORKS, INC. (Registrant) |
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| By: | /s/ Kenneth Arola |
| | Kenneth Arola |
| | Senior Vice President, Chief Financial Officer, and Chief Accounting Officer |
| | June 2, 2015 |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kenneth Arola, his true and lawful attorneys-in-fact, with full power of substitution, for him in any and all capacities, to sign any amendments to this report on Form 10-K/A and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact or their substitute or substitutes may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated:
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/s/ ED MEYERCORD | | /s/ CHARLES W. BERGER |
Ed Meyercord | | Charles W. Berger |
Chairman of the Board | | President and Chief Executive Officer, Director |
August 27, 2014 | | (Principal Executive Officer) |
| | August 27, 2014 |
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/s/ KENNETH AROLA | | /s/ MAURY AUSTIN |
Kenneth Arola | | Maury Austin |
Senior Vice President, Chief Financial Officer, and Chief Accounting Officer | | Director |
(Principal Accounting Officer) | | August 27, 2014 |
June 2, 2015 | | |
| | |
/s/ CHARLES CARINALLI | | /s/ RANDI PAIKOFF FAIGIN |
Charles Carinalli | | Randi Paikoff Faigin |
Director | | Director |
August 27, 2014 | | August 28, 2014 |
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/s/ ED KENNEDY | | /s/ JOHN KISPERT |
Ed Kennedy | | John Kispert |
Director | | Director |
August 27, 2014 | | August 28, 2014 |
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/s/ JOHN C. SHOEMAKER | | |
John C. Shoemaker | | |
Director | | |
August 27, 2014 | | |
| | |
EXHIBIT INDEX
The exhibits listed below are required by Item 601 of Regulation S-K. Each management contract or compensatory plan or arrangement required to be filed as an exhibit to this Form 10-K has been identified.
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Exhibit Number | | | | Incorporated by Reference | | Filed Herewith |
Description of Document | | Form | | Filing Date | | Number | |
2.1 | | Stock Purchase Agreement, dated September 12, 2013 between Enterprise Network Holdings, Inc. and Extreme Networks, Inc. | | 8-K | | 9/13/2013 | | 2.1 | | |
3.1 | | Amended and Restated Certificate of Incorporation of Extreme Networks, Inc. | | 8-K | | 12/17/2010 | | 3.2 | | |
3.2 | | Amended and Restated Bylaws of Extreme Networks, Inc. | | 8-K | | 3/31/2011 | | 3.1 | | |
3.3 | | Certificate of Designation, Preferences and Rights of the Terms of the Series A Preferred Stock | | 10-K | | 9/26/2001 | | 3.7 | | |
4.1 | | Amended and Restated Rights Agreement dated April 26, 2012 between Extreme Networks, Inc. and Computershare Shareowner Services LLC. | | 8-K | | 4/30/2012 | | 4.1 | | |
4.2 | | Amendment No. 2 to the Amended and Restated Rights Agreement effective April 30, 2014. | | 8-K | | 5/20/2014 | | 4.1 | | |
10.1 | | Form of Indemnification Agreement for directors and officers. | | 8-K | | 10/24/2011 | | 99.1 | | |
10.2* | | Amended 1996 Stock Option Plan and forms of agreements thereunder. | | S-1 | | 2/5/1999 | | 10.2 | | |
10.3* | | 1999 Employee Stock Purchase Plan. | | S-1 | | 2/5/1999 | | 10.3 | | |
10.4* | | 2000 Nonstatutory Stock Option Plan. | | 10-K | | 9/24/2000 | | 10.7 | | |
10.5* | | 2001 Nonstatutory Stock Option Plan. | | Schedule TO | | 10/31/2001 | | (d)(9) | | |
10.6* | | Extreme Networks, Inc. 2005 Equity Incentive Plan. | | 8-K | | 10/23/2009 | | 99.3 | | |
10.7* | | Form of Restricted Stock Units Agreement Under the 2005 Equity Incentive Plan. | | 10-Q | | 11/7/2008 | | 10.22 | | |
10.8* | | Offer of Employment Letter Dated July 29, 2010 from Extreme Networks, Inc. to Oscar Rodriguez. | | 10-K | | 8/20/2010 | | 10.32 | | |
10.9* | | Offer Letter Agreement, dated September 13, 2011, between Extreme Networks, Inc. and Margaret Echerd. | | 8-K | | 9/15/2011 | | 10.3 | | |
10.10* | | Offer Letter Agreement, executed May 18, 2012, between Extreme Networks, Inc. and John Kurtzweil. | | 8-K | | 5/22/2012 | | 10.2 | | |
10.11 | | Lease, dated September 11, 2012, between Extreme Networks, Inc., and 3515-3585 Monroe Street, LLC. | | 8-K | | 9/18/2012 | | 10.1 | | |
10.12* | | Amendment to Offer of Employment, dated September 13, 2012, between Extreme Networks, Inc., and Oscar Rodriguez. | | 8-K | | 9/18/2012 | | 10.2 | | |
10.13* | | Consulting Agreement, dated September 20, 2012, between Extreme Networks, Inc. and Diane Honda. | | 8-K | | 9/21/2012 | | 10.1 | | |
10.14* | | Offer Letter Agreement, executed September 7, 2012, between Extreme Networks, Inc. and Nancy Shemwell. | | 8-K | | 9/24/2012 | | 10.1 | | |
10.15 | | Lease Agreement by and between RDU Center III LLC and Extreme Networks, Inc. dated October 15, 2012. | | 8-K | | 10/19/2012 | | 10.1 | | |
10.16 | | First Amendment to Lease Agreement by and between RDU Center III LLC and Extreme Networks, Inc. dated December 31, 2012. | | 8-K | | 1/7/2013 | | 10.1 | | |
10.17 | | Office Space Lease Agreement by and between W3 Ridge Rio Robles Property LLC and Extreme Networks, Inc., dated December 31, 2012. | | 8-K | | 1/7/2013 | | 10.2 | | |
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Exhibit Number | | | | Incorporated by Reference | | Filed Herewith |
Description of Document | | Form | | Filing Date | | Number | |
10.18* | | Offer Letter, dated April 25, 2013, between Extreme Networks, Inc. and Charles Berger. | | 8-K | | 5/1/2013 | | 10.1 | | |
10.19* | | Release of Claims, dated April 28, 2013, between Extreme Networks, Inc. and Oscar Rodriguez. | | 8-K | | 5/1/2013 | | 10.2 | | |
10.20* | | Offer Letter, dated July 19, 2013, between Extreme Networks, Inc. and Ed Carney. | | 8-K | | 7/29/2013 | | 10.1 | | |
10.21* | | Release of Claims, dated August 20, 2013, between Extreme Networks, Inc. and David Ginsburg. | | 8-K | | 8/23/2013 | | 10.1 | | |
10.22 | | Credit Agreement, dated as of October 31, 2013, among Extreme Networks Inc., as borrower, Silicon Valley Bank, as administrative agent and collateral agent, Bank of America, N.A. and PNC Bank, National Association as co-syndication agents and the lenders party thereto. | | 8-K | | 11/1/2013 | | 10.1 | | |
10.23* | | Offer Letter executed November 1, 2013, between Extreme Networks, Inc. and Chris Crowell. | | 8-K | | 11/7/2013 | | 10.1 | | |
10.24* | | Separation Agreement and General Release of Claims executed November 1, 2013 between Extreme Networks, Inc. and Nancy Shemwell. | | 8-K | | 11/7/2013 | | 10.2 | | |
10.25 | | Enterasys Networks, Inc. 2013 Stock Plan. | | S-8 | | 11/22/2013 | | 99.1 | | |
10.26 | | Extreme Networks, Inc. 2013 Stock Plan. | | S-8 | | 11/22/2013 | | 99.2 | | |
10.27 | | Extreme Networks, Inc. Executive Change in Control Severance Plan Amended and Restated February 12, 2014. | | 10-Q | | 5/7/2014 | | 10.1 | | |
10.28 | | Agreement to Participate in the Extreme Networks, Inc. Executive Change in Control Severance Plan as Amended and Restated February 12, 2014. | | 10-Q | | 5/7/2014 | | 10.2 | | |
10.29* | | Offer Letter executed May 2, 2014, between Extreme Networks, Inc. and Ken Arola. | | 8-K | | 5/8/2014 | | 10.1 | | |
10.30* | | Separation and Transition Agreement and General Release of Claims, dated May 19, 2014, by and between Extreme Networks, Inc. and John Kurtzweil. | | 8-K | | 5/23/2014 | | 10.1 | | |
10.31* | | Separation Agreement and General Release of Claims, dated May 21, 2014, by and between Extreme Networks, Inc. and Christopher Crowell. | | 8-K | | 5/23/2014 | | 10.2 | | |
21.1 | | Subsidiaries of Registrant. | | 10-K | | 9/15/2014 | | 21.1 | | |
23.1 | | Consent of KPMG LLP, Independent Registered Public Accounting Firm. | | 10-K | | 9/15/2014 | | 23.1 | | |
24.1 | | Power of Attorney (see the signature page of this Form 10-K/A). | | | | | | | | X |
31.1 | | Section 302 Certification of Chief Executive Officer. | | | | | | | | X |
31.2 | | Section 302 Certification of Chief Financial Officer. | | | | | | | | X |
32.1 | | Section 906 Certification of Chief Executive Officer. | | | | | | | | X |
32.2 | | Section 906 Certification of Chief Financial Officer. | | | | | | | | X |
101.INS
| | XBRL Instance Document.** | | 10-K | | 9/15/2014 | | | | |
101.SCH | | XBRL Taxonomy Extension Schema Document.** | | 10-K | | 9/15/2014 | | | | |
101.CAL
| | XBRL Taxonomy Extension Calculation Linkbase Document.** | | 10-K | | 9/15/2014 | | | | |
101.LAB | | XBRL Taxonomy Extension Label Linkbase Document.** | | 10-K | | 9/15/2014 | | | | |
101.PRE
| | XBRL Taxonomy Extension Presentation Linkbase Document.** | | 10-K | | 9/15/2014 | | | | |
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Exhibit Number | | | | Incorporated by Reference | | Filed Herewith |
Description of Document | | Form | | Filing Date | | Number | |
101.DEF | | XBRL Taxonomy Extension Definition Linkbase Document** | | 10-K | | 9/15/2014 | | | | |
___________________
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* | Indicates management or board of directors contract or compensatory plan or arrangement. |
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** | Pursuant to Rule 406T of Regulation S-T, these interactive data files are furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended; are deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended; and otherwise are not subject to liability under these sections. |
EXHIBIT 31.1
I, Edward B. Meyercord, certify that:
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1. | I have reviewed this annual report on Form 10-K/A of Extreme Networks, Inc.; |
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2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
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4. | The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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(c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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(d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
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5. | The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function): |
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(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
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(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
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Date: | June 2, 2015 | /s/ EDWARD B. MEYERCORD |
| | Edward B. Meyercord |
| | President and Chief Executive Officer |
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EXHIBIT 31.2
I, Kenneth Arola, certify that:
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1. | I have reviewed this annual report on Form 10-K/A of Extreme Networks, Inc.; |
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2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
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4. | The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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(c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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(d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
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5. | The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function): |
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(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
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(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
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Date: | June 2, 2015 | /s/ KENNETH AROLA |
| | Kenneth Arola |
| | Senior Vice President and Chief Financial Officer |
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EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Extreme Networks, Inc. (the “Company”) on Form 10-K/A for the fiscal year ended June 30, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacities and on the dates indicated below, each hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of their knowledge:
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(1) | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and |
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(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
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| /s/ EDWARD B. MEYERCORD |
| Edward B. Meyercord |
| President and Chief Executive Officer |
| June 2, 2015 |
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Extreme Networks, Inc. (the “Company”) on Form 10-K/A for the fiscal year ended June 30, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacities and on the dates indicated below, each hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of their knowledge:
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(1) | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and |
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(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
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| /s/ KENNETH AROLA |
| Kenneth Arola |
| Senior Vice President and Chief Financial Officer |
| June 2, 2015 |
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
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