UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
August 6, 2007
Date of Report (Date of earliest event reported)
F5 Networks, Inc.
(Exact name of registrant as specified in its charter)
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Washington
(State or other jurisdiction
of incorporation)
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000-26041
(Commission
File Number)
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91-1714307
(I.R.S. Employer
Identification No.) |
401 Elliott Avenue West
Seattle, WA 98119
(Address of Principal Executive Offices) (Zip Code)
(206) 272-5555
(Registrant’s telephone number, including area code)
N/A
(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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement
Merger Agreement
On August 6, 2007, F5 Networks, Inc. (“F5 Networks”) entered into an Agreement and Plan of
Merger (the “Merger Agreement”) with Acopia Networks, Inc. (“Acopia”). Pursuant to the terms and
conditions of the Merger Agreement, Checkmate Acquisition Corporation, a wholly-owned subsidiary of
F5 Networks, will merge with and into Acopia with Acopia surviving the merger as a wholly-owned
subsidiary of F5 Networks. Pursuant to the Merger Agreement, at closing all shares of Acopia
common stock and preferred stock and all Acopia in-the-money stock options that are vested as of
closing will be converted into, or with respect to vested in-the-money stock options, cancelled in
exchange for, cash payments which will amount to $210,000,000 in the aggregate, subject to certain
adjustments. F5 Networks will assume Acopia’s stock incentive plan and will assume all Acopia
unvested in-the-money stock options that are outstanding immediately prior to closing. Upon
consummation of the merger, holders of the assumed Acopia unvested in-the-money stock options will
have the right to purchase F5 Networks common stock upon vesting and exercise of such stock options
(the number of such shares of F5 Networks common stock to be calculated based upon a specified
exchange ratio). $21,000,000 of the aggregate merger consideration will be held in escrow to
secure claims by F5 Networks for indemnification under the Merger Agreement. The completion of the
Merger is subject to customary closing conditions, including regulatory approval under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976. The merger is expected to close on or
shortly after September 14, 2007, subject to satisfaction of the closing conditions.
The foregoing description of the Merger Agreement is qualified in its entirety by reference to
the full text of the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form
8-K. A copy of the press release issued by F5 Networks on August 6, 2007 concerning the
transaction is filed herewith as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits.
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2.1 |
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Agreement and Plan of Merger, dated August 6, 2007 |
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99.1 |
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Press Release announcing signing of Agreement and Plan of Merger |