As filed with the Securities and Exchange Commission on December 16, 2019
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORMS-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EXTREME NETWORKS, INC.
(Exact name of registrant as specified in its charter)
Delaware | 77-0430270 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
6480 Via Del Oro
San Jose, California 95119
(408)579-2800
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Extreme Networks, Inc. Amended and Restated 2013 Equity Incentive Plan
(Full Title of the Plan)
Katy Motiey
Chief Administrative Officer – General Counsel & Corporate Secretary
Extreme Networks, Inc.
6480 Via Del Oro
San Jose, California 95119
(408)579-2800
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Tad Freese, Esq.
Latham & Watkins LLP
140 Scott Drive
Menlo Park, California 94025
Telephone:(650) 328-4600
Facsimile:(650) 463-2600
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule12b-2 of the Exchange Act.
Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
Emerging Growth Company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
| ||||||||
Title of Securities to be Registered | Amount to be Registered (1) | Proposed Maximum Offering Price Per Share (2) | Proposed Maximum Aggregate Offering Price (2) | Amount of Registration Fee | ||||
Common Stock, par value $0.001 per share | 7,000,000 shares | $6.68 | $46,760,000.00 | $6,069.45 | ||||
| ||||||||
|
(1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement (this “Registration Statement”) shall also cover any additional shares of common stock, par value $0.001 per share, of Extreme Networks, Inc. (“Common Stock”) which become issuable under the Amended and Restated 2013 Equity Incentive Plan (the “Incentive Plan”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of shares of the Registrant’s outstanding Common Stock. |
(2) | The proposed maximum offering price per share has been estimated in accordance with Rules 457(c) and (h) under the Securities Act solely for the purpose of calculating the registration fee. The computation is based upon the average of the high and low prices of the Registrant’s Common Stock as reported on the Nasdaq Global Market on December 11, 2019. |
REGISTRATION OF ADDITIONAL SECURITIES
In this Registration Statement, Extreme Networks, Inc. is sometimes referred to as “Registrant,” “we,” “us” or “our.”
We have prepared this registration statement in accordance with the requirements of FormS-8 under the Securities Act to register an additional 7,000,000 shares of our Common Stock, which are authorized for issuance under the Incentive Plan. The Registrant previously filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on FormS-8 on November 22, 2013 (FileNo. 333-192507) (the “First Registration Statement”), a Registration Statement on FormS-8 on January 20, 2017 (FileNo. 333-215648) (the “Second Registration Statement”) and a Registration Statement on FormS-8 on December 1, 2017 (FileNo. 333-221876) (together with the First Registration Statement and Second Registration Statement, the “Prior Registration Statements”). Pursuant to General Instruction E of FormS-8, the contents of the Prior Registration Statements are incorporated herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. | Incorporation of Documents by Reference. |
The SEC allows us to “incorporate by reference” the information we file with them, which means that we can disclose important information to you by referring to those documents. The information incorporated by reference herein is considered to be part of this Registration Statement, and later information filed with the SEC will update and supersede this information. We hereby incorporate by reference into this Registration Statement the following documents previously filed with the SEC:
(a) | Our Annual Report onForm10-K for the fiscal year ended June 30, 2019, filed with the SEC on August 29, 2019 (FileNo. 000-25711); |
(b) | The information specifically incorporated by reference into our Annual Report onForm10-K for the fiscal year ended June 30, 2019 from our Definitive Proxy Statement onSchedule 14A, filed with the SEC on September 23, 2019 (FileNo. 000-25711); |
(c) | Our Quarterly Report onForm10-Q for the quarter ended September 30, 2019, filed with the SEC on October 31, 2019 (FileNo. 000-25711); |
(d) | Our Current Reports on Form8-K filed with the SEC onAugust 9, 2019 (as amended by the Current Report on Form8-K/A filed onOctober 25, 2019),August 26, 2019(as amended by a Current Report on Form8-K/A filed onAugust 30, 2019) andNovember 8, 2019 (FileNo. 000-25711); and |
(e) | The description of our Common Stock contained in our registration statement onForm8-A(FileNo. 000-25711), filed with the SEC under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on April 5, 1999, including any amendments or reports filed for the purpose of updating such description. |
All documents that we file pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment to the Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all of such securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of the filing of such documents; except as to any portion of any future annual or quarterly report to stockholders, or document or current report furnished under any current or future items of Form8-K (including
current Items 2.02 and 7.01, and exhibits furnished on such form that relate to such items), in each case, that is not deemed filed under such provisions. For the purposes of this Registration Statement, any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Under no circumstances will any information furnished under Items 2.02 or 7.01 of Form8-K, and exhibits furnished on such form that relate to such items, be deemed incorporated herein by reference unless such Form8-K expressly provides to the contrary.
Item 8. | Exhibits. |
99.7(#) | Form of performance based restricted stock unit award agreement under Extreme Networks, Inc. Amended and Restated 2013 Equity Incentive Plan. | 10-Q | 11/2/2016 | 10.2 | ||||||||||
99.8(#) | Form of restricted stock unit award agreement under Extreme Networks, Inc. Amended and Restated 2013 Equity Incentive Plan. | 10-Q | 11/2/2016 | 10.3 | ||||||||||
99.9(#) | Form of performance stock unit under Extreme Networks, Inc. Amended and Restated 2013 Equity Incentive Plan. | 10-K | 9/13/2017 | 10.21 | ||||||||||
99.10(#) | Form of 2017 restricted stock unit award agreement under Extreme Networks, Inc. 2013 Equity Incentive Plan. | 10-K | 9/13/2017 | 10.42 | ||||||||||
99.11(#) | Form of performance-based vesting restricted stock unit grant notice and grant Agreement August 2017. | 10-Q | 11/9/2017 | 10.4 | ||||||||||
99.12(#) | Form of Notice of Grant and Grant Agreement for Performance Stock Option. | 10-Q | 11/2/2018 | 10.3 | ||||||||||
99.13(#) | Form of Notice of Grant and Grant Agreement for Performance Vesting Restricted Stock Units. | 10-Q | 11/2/2018 | 10.4 |
# | Indicates management contract or compensatory plan. |
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on FormS-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in San Jose, California, on December 16, 2019.
EXTREME NETWORKS, INC. | ||
By: | /s/ REMI THOMAS | |
Name: | Remi Thomas | |
Title: | Executive Vice President, Chief Financial Officer (Principal Accounting Officer) |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below hereby constitutes and appoints Edward B. Meyercord III, Remi Thomas and Katy Motiey asattorney-in-fact, each with full power of substitution and full power to act for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto saidattorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that suchattorney-in-fact and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
|
|
| ||
/s/ EDWARD B. MEYERCORD III Edward B. Meyercord III | President and Chief Executive Officer, Director (principal executive officer) | December 16, 2019 | ||
/s/ REMI THOMAS Remi Thomas | Executive Vice President, Chief Financial Officer (principal accounting officer) | December 16, 2019 | ||
/s/ JOHN C. SHOEMAKER John C. Shoemaker | Director, Chairman of the Board | December 16, 2019 | ||
/s/ CHARLES P. CARINALLI Charles Carinalli | Director | December 16, 2019 | ||
/s/ KATHLEEN M. HOLMGREN Kathleen M. Holmgren | Director | December 16, 2019 | ||
/s/ EDWARD H. KENNEDY Edward H. Kennedy | Director | December 16, 2019 | ||
/s/ RAJ KHANNA Raj Khanna | Director | December 16, 2019 | ||
/s/ INGRID J. BURTON Ingrid S. Burton | Director | December 16, 2019 |