Form 8-K A10 Networks, Inc. For: Apr 03
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
____________________________________________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 3, 2018
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A10 NETWORKS, INC.
(Exact name of registrant as specified in its charter)
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Delaware | 001-36343 | 20-1446869 | ||
(State or Other Jurisdiction of Incorporation or Organization) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||
3 West Plumeria Drive
San Jose, CA 95134
(Address of principal executive offices, including zip code)
(408) 325-8668
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company | x | ||||
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 13(a) of the Exchange Act. | ¨ | ||||
Item 3.01. | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On April 3, 2018, A10 Networks, Inc. (the “Company”) received a notice from the New York Stock Exchange (the “NYSE”) indicating that the Company is not in compliance with the NYSE’s continued listing requirements under the timely filing criteria outlined in Section 802.01E of the NYSE Listed Company Manual, given the Company has not timely filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2017 (the “Form 10-K”) with the Securities and Exchange Commission (the “SEC”).
As reported by the Company in its Form 12b-25 filed with the SEC on March 19, 2018 (the “Form 12b-25”), the Company was unable to file the Form 10-K within the prescribed time period without unreasonable effort or expense. The extension period provided under Rule 12b-25 expired on April 2, 2018. As disclosed in the Form 12b-25, the Company did not expect to file the Form 10-K by the prescribed due date allowed pursuant to Rule 12b-25. Accordingly, the Company anticipated receiving the aforementioned notice from the NYSE.
The NYSE informed the Company that, under the NYSE’s rules, the Company will have six months from April 2, 2018 to file the Form 10-K with the SEC. The Company can regain compliance with the NYSE’s continued listing requirements at any time prior to such date by filing the Form 10-K with the SEC. If the Company fails to file the Form 10-K by the NYSE’s six-month compliance deadline, then the NYSE may grant, at its sole discretion, a further extension of up to six additional months for the Company to regain compliance, depending on the specific circumstances. The letter from the NYSE also notes that the NYSE may nevertheless commence delisting proceedings at any time if the circumstances warrant.
A copy of the press release relating to this announcement is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit | Description |
99.1 | |
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 hereunto duly authorized.
A10 NETWORKS, INC. | ||
By: /s/ Tom Constantino | ||
Name: | Tom Constantino | |
Title: | Executive Vice President and Chief Financial Officer | |
Date: April 6, 2018
EXHIBIT 99.1
A10 Networks Receives Expected NYSE Notice Regarding Late Form 10-K Filing
SAN JOSE, Calif. -- April 6, 2018 -- A10 Networks (NYSE: ATEN), a Reliable Security AlwaysTM company, today announced it has received an expected notice from the New York Stock Exchange (the “NYSE”) indicating that the company is not in compliance with the NYSE’s continued listing requirements under the timely filing criteria established in Section 802.01E of the NYSE Listed Company Manual, given the company has not timely filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2017 (the “Form 10-K”) with the Securities and Exchange Commission (the “SEC”).
As previously disclosed, the Audit Committee of the company’s board of directors, with the assistance of outside counsel, is currently conducting an investigation regarding certain revenue recognition and internal control matters. The investigation is focused on the time period of the fourth quarter of 2015 through the fourth quarter of 2017 inclusive. The Audit Committee has not reached any conclusions because the investigation is ongoing. Consequently, the company is not in a position to file the Form 10-K until after the completion of the Audit Committee’s investigation. The company continues to work diligently to conclude this review and to file the Form 10-K with the SEC as soon as possible.
The NYSE informed the company that, under the NYSE’s rules, the company will have six months from April 2, 2018 to file the Form 10-K with the SEC. The company can regain compliance with the NYSE’s continued listing requirements at any time prior to such date by filing the Form 10-K with the SEC. If the company fails to file the Form 10-K by the NYSE’s six-month compliance deadline, then the NYSE may grant, at its sole discretion, a further extension of up to six additional months for the company to regain compliance, depending on the specific circumstances.
About A10 Networks
A10 Networks (NYSE: ATEN) is a Reliable Security AlwaysTM company, providing a range of high-performance application networking solutions that help organizations ensure that their data center applications and networks remain highly available, accelerated and secure. Founded in 2004, A10 Networks is based in San Jose, Calif., and serves customers globally with offices worldwide. For more information, visit: www.a10networks.com and @A10Networks.
The A10 logo, A10 Networks, A10 Thunder, Reliable Security Always and Secure Application Services are trademarks or registered trademarks of A10 Networks, Inc. in the United States and other countries. All other trademarks are the property of their respective owners.
Investor Contact:
Maria Riley & Chelsea Lish
The Blueshirt Group
415-217-7722
Media and Analyst Contact
A10 Networks
Ben Stricker