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
September 12, 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
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000-26041
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91-1714307 |
(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(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 2.01 Completion of Acquisition or Disposition of Assets.
On September 12, 2007, F5 Networks, Inc. (“F5 Networks”) completed its previously announced
acquisition of Acopia Networks, Inc. (“Acopia”), a privately held Delaware corporation that
provides high-performance, intelligent file virtualization solutions. The acquisition was made
pursuant to an Agreement and Plan of Merger, dated August 6, 2007, by and among F5 Networks,
Checkmate Acquisition Corporation, a wholly-owned subsidiary of F5 Networks, Acopia, and the
stockholders’ representative referred to therein (the “Merger Agreement”). Under the terms of the
Merger Agreement, Checkmate Acquisition Corporation merged with and into Acopia with Acopia
surviving the merger as a wholly-owned subsidiary of F5 Networks. Upon consummation of the
acquisition, F5 Networks assumed Acopia’s stock option plan and all Acopia unvested in-the-money
stock options that were outstanding immediately prior to closing. Holders of the assumed Acopia
unvested in-the-money stock options will have the right to purchase F5 Networks common stock upon
exercise of such stock options. The aggregate purchase price payable to the former Acopia
stockholders and holders of vested in-the-money Acopia stock options was $210,000,000 in cash, less
$2,476,857 transaction fees incurred by Acopia. $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. Prior to the closing of the Merger, there were no material relationships between or
among F5 Networks or any of its affiliates, officers or directors on the one hand, and Acopia or
any of its affiliates, officers or directors on the other.
The foregoing description of the Merger Agreement is qualified in its entirety by reference to
the full text of the Merger Agreement, which was included as Exhibit 2.1 to the Current Report on
Form 8-K filed on August 8, 2007. A copy of the press release issued by F5 Networks on September
12, 2007 regarding the closing of this acquisition is filed herewith as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
F5 Networks will file financial statements of Acopia under cover of Form 8-K no later than 71
days after the date this Report is required to be filed.
(b) Pro forma financial information.
F5 Networks will file pro forma financial information with respect to its acquisition of
Acopia under cover of Form 8-K no later than 71 calendar days after the date this Report is
required to be filed.
(c) Not applicable.
(d) Exhibits.
99.1 Press release announcing closing of acquisition