Additional Proxy Soliciting Materials (definitive) (defa14a)
July 24 2013 - 5:22PM
Edgar (US Regulatory)
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
Date of Report (Date of Earliest Event Reported): July 23, 2013
SOURCEFIRE, INC.
(Exact name of registrant as specified in its charter)
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1-33350
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Delaware
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52-2289365
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(Commission
File Number)
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(State or other jurisdiction
of incorporation)
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(I.R.S. Employer
Identification No.)
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9970 Patuxent Woods Drive
Columbia, Maryland 21046
(Address of principal executive offices)
Registrants telephone number, including area code: (410) 290-1616
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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x
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers
On July 23, 2013, in connection with the proposed acquisition
of the Company (the Merger) pursuant to the Agreement and Plan of Merger (the Merger Agreement) between Sourcefire, Inc., a Delaware corporation (the Company), Cisco Systems, Inc., a California corporation
(Parent), and Shasta Acquisition Corp., a Delaware corporation and an indirect wholly-owned subsidiary of Parent (Merger Sub), John Negron and Thomas McDonough agreed to waive their rights to severance and other benefits
(including acceleration of vesting), including under the Executive Change in Control Severance Plan and the Executive Retention Plan. Messrs. Negron and McDonough have also agreed that any future rights to severance and other benefits (including
acceleration of vesting) following the consummation of the Merger are to be determined solely under their new employment arrangements with Parent.
The foregoing waiver of severance and other benefits (including acceleration of vesting) will become effective only upon the consummation of the Merger.
Item 8.01 Other Events
A copy of the transcript of the joint investor call of the Company and Parent, dated July 23, 2013, regarding the Merger is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Additional Information and Where You Can Find It:
In connection with the proposed acquisition by Parent of the Company pursuant to the terms of an Agreement and Plan of Merger by and among the Company, Parent, and a wholly-owned subsidiary of Parent,
the Company will file a proxy statement with the Securities and Exchange Commission (the SEC). Investors are urged to read the proxy statement (including all amendments and supplements) because it will contain important information.
Investors may obtain free copies of the proxy statement when it becomes available, as well as other filings containing information about the Company, without charge, at the SECs Internet site (http://www.sec.gov). These documents may
also be obtained for free from the Companys Investor Relations web site (http://investor.sourcefire.com/) or by directing a request to the Company at: Sourcefire, Inc., 9770 Patuxent Woods Drive, Columbia, MD 21046.
The Company and its officers and directors and other members of management and employees may be deemed to be participants in the
solicitation of proxies from the Companys stockholders with respect to the acquisition. Information about the Companys executive officers and directors is set forth in the proxy statement for the Companys 2013 Annual Meeting of
Stockholders, which was filed with the SEC on April 24, 2013. Investors may obtain more detailed information regarding the direct and indirect interests of the Company and its respective executive officers and directors in the acquisition by
reading the preliminary and definitive proxy statements regarding the transaction, which will be filed with the SEC.
Forward Looking
Statements:
This written communication contains forward-looking statements that involve risks and uncertainties
concerning Parents proposed acquisition of the Company, the Companys expected financial performance, as well as the Companys strategic and operational plans. Actual events or results may differ materially from those described in
this written communication due to a number of risks and uncertainties. The potential risks and uncertainties include, among others, the possibility that the transaction will not close or that the closing may be delayed; the reaction of our customers
to the transaction; general economic conditions; the possibility that the Company may be unable to obtain stockholder approval as required for the transaction or that the other conditions to the closing of the transaction may not be satisfied; the
transaction may involve unexpected costs, liabilities or delays; the outcome of any legal proceedings related to the transaction; the occurrence of any event, change or other circumstances that could give rise to the termination of the transaction
agreement. In addition, please refer to the documents that Parent and the Company file with the SEC on Forms 10-K, 10-Q and 8-K. The filings by the Company identify and address other important factors that could cause its financial and operational
results to differ materially from those contained in the forward-looking statements set forth in this written communication. The Company is under no duty to update any of the forward-looking statements after the date of this written communication to
conform to actual results.
Item 9.01. Financial Statements and Exhibits.
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99.1
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Joint Call Transcript, dated July 23, 2013
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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.
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Sourcefire, Inc.
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July 24, 2013
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By:
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/s/ Douglas W. McNitt
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Name:
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Douglas W. McNitt
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Title:
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General Counsel and Secretary
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Exhibit Index
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Exhibit
No.
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Description
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99.1
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Joint Call Transcript, dated July 23, 2013
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