UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
|
|
|
(Check One)
|
|
☐ Form
10-K
☐ Form
20-F
☐ Form
11-K
☒ Form
10-Q
☐ Form
10-D
☐ Form
N-SAR
☐ Form
N-CSR
|
|
|
|
|
For Period Ended: June 30, 2018
|
|
|
|
|
☐ Transition Report on Form
10-K
|
|
|
☐ Transition Report on Form
20-F
|
|
|
☐ Transition Report on Form
11-K
|
|
|
☐ Transition Report on Form
10-Q
|
|
|
☐ Transition Report on Form
N-SAR
|
|
|
|
|
For the Transition Period Ended:
|
|
Nothing in this form shall be
construed to imply that the Commission has verified any information
contained herein.
|
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the
notification relates:
PART I REGISTRANT
INFORMATION
A10 NETWORKS, INC.
(Full Name of Registrant)
N/A
(Former Name if
Applicable)
3 West Plumeria Drive
(Address of Principal Executive Office (
Street and Number
))
San Jose, California 95134
(City, State and Zip Code)
PART II RULES
12b-25(b)
AND (c)
If the subject report could not be filed without unreasonable effort or expense and the
registrant seeks relief pursuant to Rule
12b-25(b),
the following should be completed. (Check box if appropriate)
|
|
|
|
|
☐
|
|
(a)
|
|
The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
|
|
(b)
|
|
The subject annual report, semi-annual report, transition report on Form
10-K,
Form
20-F,
Form
11-K,
Form
N-SAR
or Form
N-CSR,
or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form
10-Q
or subject distribution report on Form
10-D,
or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
|
|
(c)
|
|
The accountants statement or other exhibit required by Rule
12b-25(c)
has been attached if applicable.
|
PART III NARRATIVE
State below in
reasonable detail why Forms
10-K,
20-F,
11-K,
10-Q,
10-D,
N-SAR,
N-CSR,
or the transition report or portion thereof, could not be filed within the prescribed time period.
A10 Networks, Inc. (A10 or the Company) has determined that it is unable to file its Quarterly Report on Form
10-Q
for the quarter ended June 30, 2018 (the Form
10-Q)
by August 9, 2018, the original due date for such filing, without unreasonable effort or expense
due to the circumstances described below.
As previously announced in the Form
8-K
filed by the Company with the
Securities and Exchange Commission (SEC) on July 2, 2018 (the Restatement
8-K),
the Audit Committee of the Companys Board of Directors completed an internal investigation
into certain revenue recognition and internal control matters for the period beginning with the fourth quarter of 2015 and ending with the fourth quarter of 2017, and, in consultation with the Companys management, concluded that the
Companys previously issued consolidated financial statements and other financial information, and the related report of its independent registered public accounting firm, each as contained in its Annual Report on Form
10-K
for the fiscal year ended December 31, 2016, and its condensed consolidated financial statements contained in its Quarterly Reports on Form
10-Q
for the quarters
ended September 30, 2016 and March 31, 2017 should no longer be relied upon and should be restated, because of errors in those financial statements.
The Company is continuing to evaluate the impact of the errors identified in the investigation on its internal control over financial reporting and disclosure
controls and procedures, and expects to report one or more material weaknesses in internal control over financial reporting related to this matter and to report that its disclosure controls and procedures were not effective as of December 31,
2017.
As a result of these events, the Company has been unable to complete its preparation and review of the Form
10-Q
in time to file within the
five-day
extension period provided under Rule
12b-25(b). The
Company is working to complete
the preparation of its financial statements for the year ended December 31, 2017, as well as the quarters ended March 31, 2018 and June 30, 2018, as soon as practicable. Due to the procedures required before such process can be
completed, the Company is not able to predict at this time the exact dates for such filings, but currently expects to be able to make such filings in the third quarter of 2018. The Company also expects to provide during the third quarter an update
on its business and financial performance in the first half of 2018.
PART IV OTHER INFORMATION
(1)
|
Name and telephone number of person to contact in regard to this notification
|
|
|
|
|
|
Tom Constantino
|
|
(408)
|
|
325-8668
|
|
|
|
|
|
(Name)
|
|
(Area Code)
|
|
(Telephone Number)
|
(2)
|
Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934
or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify
report(s). ☐ Yes ☒ No
|
Form
10-K
for the year ended December 31, 2017
Form
10-Q
for the
quarter ended March 31, 2018
(3)
|
Is it anticipated that any significant change in results of operations from the corresponding period for the
last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ☐ Yes ☒ No
|
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
Cautionary Note Regarding Forward Looking Statements
:
This Form
12b-25
contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act
of 1995 and Section 21E of the Securities Exchange Act of 1934 (the Exchange Act), including statements regarding our expectations regarding the timing and outcome of our restatement of certain financial statements, including on
previously announced Company financial results and the anticipated adjustments thereto.
These forward-looking statements involve risks and uncertainties,
and actual results could vary materially from these forward-looking statements. Factors that may cause future results to differ materially from managements current expectations include, among other things, the outcome of the Companys
completion of the quantification and evaluation of the specific impact of the errors in the Companys revenue recognition practices on the Companys financial results and previously issued financial statements, including the possibility of
material adjustments thereto; the discovery of additional and unanticipated information during the procedures required to be completed before the Company is able to file its required reports; the risk that the completion and filing of the reports
will take longer than expected; pending litigation and the possibility of further legal proceedings adverse to the Company resulting from the restatement or related matters; the costs associated with the restatement; and the timing of the review by,
and the conclusions of, our independent registered public accounting firm regarding the restatement. We disclaim any obligation to update information contained in these forward-looking statements whether as a result of new information, future
events, or otherwise.
A10 NETWORKS, INC.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
|
|
|
|
|
Date
|
|
August 10, 2018
|
|
By
|
|
/s/ Tom Constantino
|
|
|
|
|
|
|
Tom Constantino
|
|
|
|
|
|
|
Executive Vice President and Chief Financial Officer
|
INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative.
The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the
representatives authority to sign on behalf of the registrant shall be filed with the form.
|
ATTENTION
Intentional misstatements or omissions of fact constitute
Federal Criminal Violations (See 18 U.S.C. 1001).
|