Current Report Filing (8-k)
May 01 2019 - 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): April 30, 2019
ARLO TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its charter)
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Delaware
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001-38618
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38-4061754
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification Number)
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3030 Orchard Parkway
San Jose, CA 95134
(Address, including zip code, of principal executive offices)
(408)
890-3900
(Registrants 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):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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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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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 ☒
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. ☐
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.001 per share
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ARLO
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New York Stock Exchange
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Item 1.01
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Entry into a Material Definitive Agreement.
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On April 30, 2019, Arlo Technologies, Inc. (the Company) entered into a Cooperation Agreement (the Agreement) with
VIEX Capital Advisors, LLC and certain of its affiliates (collectively, VIEX).
Pursuant to the Agreement, the Company agreed
that it will increase the size of the Companys board of directors (the Board) from six directors to seven directors and will appoint an independent director identified by VIEX (the New Director) to the Board as a
Class II director, with a term expiring at the Companys 2020 Annual Meeting of Stockholders. Additionally, the Company agreed to, among other things, (i) reduce cash retainers paid to
non-employee
directors and not issue equity to
non-employee
directors, other than any newly appointed directors, during the term of the Agreement and (ii) form a
committee of the Board to evaluate and oversee a strategic review process.
With respect to the Companys 2019 Annual Meeting of
Stockholders and any other meeting of the Companys stockholders held prior to the termination of the Agreement, VIEX agreed to, among other things, vote in favor of the Companys director nominees and, subject to certain exceptions, vote
in accordance with the Boards recommendation on all other proposals.
VIEX also agreed to certain customary standstill provisions
prohibiting it from, among other things, (i) making certain public announcements, (ii) soliciting proxies, (iii) acquiring, in the aggregate, beneficial ownership of more than 14.9% of the outstanding shares of common stock of the
Company, (iv) taking public actions to change or influence the Board, Company management or the direction of certain Company matters, and (v) exercising certain stockholder rights. The Agreement will terminate on the thirtieth day prior to
the stockholder nomination deadline for the Companys 2020 Annual Meeting of Stockholders.
The foregoing description of the
Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form
8-K
and is incorporated herein
by reference.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
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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ARLO TECHNOLOGIES, INC.
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Dated: May 1, 2019
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By:
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/s/ Christine M. Gorjanc
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Christine M. Gorjanc
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Chief Financial Officer
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