Washington
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000-26041
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91-1714307
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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801 5th Avenue
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Seattle, Washington
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98104
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(Address of principal executive offices)
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(Zip Code)
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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, no par value
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FFIV
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Nasdaq Global Select Market
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Item 1.01
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Entry into a Material Definitive Agreement.
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Item 2.02
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Results of Operations and Financial Condition
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Item 7.01
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Regulation FD Disclosure.
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Item 9.01
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Financial Statements and Exhibits
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Merger Agreement, dated January 5, 2021, by and among F5 Networks, Inc., Voyager Merger Sub Corporation, Volterra, Inc., and Shareholder Representative Services LLC.
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Press Release, dated January 7, 2021.
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“F5 to Acquire Volterra” Presentation, dated January 7, 2021
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104
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Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.
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*
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Schedules, exhibits and annexes have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or annex will be furnished supplementally to the SEC
upon request.
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F5 NETWORKS, INC.
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Date: January 7, 2021
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By:
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/s/ François Locoh-Donou
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Name: François Locoh-Donou
Title: President & CEO
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Page
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Article I
THE MERGER
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Article II
CLOSING AND CLOSING PAYMENTS
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Article III
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
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Page
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Article VIII
PRE-CLOSING TERMINATION OF AGREEMENT
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Article IX
POST-CLOSING INDEMNIFICATION
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Article X
SECURITYHOLDER REPRESENTATIVE
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Article XI
GENERAL PROVISIONS
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Annex
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Description
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Annex A
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Certain Defined Terms
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Exhibit
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Description
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Exhibit A
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Form of Escrow Agreement
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Exhibit B
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Form of Payment Agent Agreement
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Exhibit C
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Form of Shareholder Consent
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Exhibit D
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Form of Joinder Agreement
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Schedules
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Schedule A
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Support Shareholders
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Schedule B
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Sample Working Capital Statement
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Schedule C
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Key Employees
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Schedule D
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Knowledge Persons
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Schedule 2.2(b)(x)(A)
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Forms of Non-Disclosure and Assignment Agreement & Code of Conduct
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Schedule 2.2(b)(x)(B)
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Forms of Offer Letters
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Schedule 2.2(b)(xi)
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Terminated Shareholder Agreements
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Schedule 7.5(a)
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Specified IP Contributors
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Schedule 7.6(g)
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Tax Refunds
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Schedule 7.8(a)
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Payoff Letters
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Schedule 7.8(b)
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Liens to be Released
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Schedule 9.2(a)(viii)
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Scheduled Matters
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(a)
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if to Buyer or Merger Sub, to:
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F5 Networks, Inc.
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801 5th Avenue
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Seattle, WA 98104
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Attention:
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Scot Rogers
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Email:
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S.Rogers@F5.com
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with a copy (which shall not constitute notice) to:
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Skadden, Arps, Slate, Meagher & Flom LLP
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525 University Avenue
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Palo Alto, California 94301
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Attention:
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Mike Ringler
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Email:
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mike.ringler@skadden.com
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(b)
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if to the Company (prior to the Closing), to:
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2550 Great America Way, Suite 350
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Santa Clara, CA 95054
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Attention:
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Ankur Singla
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Email:
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asingla@ves.io
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with a copy (which shall not constitute notice) to:
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Goodwin Procter LLP
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601 Marshall Street
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Redwood City, CA 94063
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United States
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Attention:
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Anthony J. McCusker; Michael S. Russell
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Email:
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AMcCusker@goodwinlaw.com; MRussell@goodwinlaw.com
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(c)
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if to the Securityholder Representative, to:
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Shareholder Representative Services LLC
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950 17th Street, Suite 1400
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Denver, CO 80202
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Attention:
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Managing Director
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Email:
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deals@srsacquiom.com
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with a copy (which shall not constitute notice) to:
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Goodwin Procter LLP
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601 Marshall Street
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Redwood City, CA 94063
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United States
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Attention:
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Anthony J. McCusker; Michael S. Russell
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Email:
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AMcCusker@goodwinlaw.com; MRussell@goodwinlaw.com
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F5 NETWORKS, INC.
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||||||
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By:
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/s/ François Locoh-Donou
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Name:
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François Locoh-Donou
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Title:
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President & CEO
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VOYAGER MERGER SUB CORPORATION
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By:
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/s/ Scot Rogers
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Name:
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Scot Rogers
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Title:
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President
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VOLTERRA, INC.
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By:
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/s/ Ankur Singla
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Name:
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Ankur Singla
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Title:
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Chief Executive Officer
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SECURITYHOLDER REPRESENTATIVE
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SHAREHOLDER REPRESENTATIVE SERVICES LLC, solely in its capacity as the Securityholder Representative
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By:
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/s/ Sam Riffe
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Name:
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Sam Riffe
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Title:
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Managing Director
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•
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F5 raises revenue outlook, reiterates Horizon 2 non-GAAP operating and EPS targets, and reaffirms commitment
to $1 billion in share repurchases
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•
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F5 expects first quarter fiscal year 2021 GAAP and non-GAAP revenue growth of approximately 10% with GAAP and
non-GAAP revenue between $623 to $626 million, and non-GAAP earnings per share above the top end of its prior guidance range of $2.26 to $2.381
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•
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Security-first: Delivering
industry-leading security instead of commodity security added to a CDN or cloud.
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App-driven: Providing universal, “build
once, deploy globally” app delivery. This software-defined edge based on industry standard containers and APIs removes multi-cloud complexity.
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•
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Unlimited in scale: Edge 2.0 breaks apps
out of the “CDN jail” of closed edge platforms, running all services on any server, across all clouds and data centers.
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•
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GAAP and non-GAAP revenue between $623 and $626 million, representing growth of approximately 10% over the prior year period2
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GAAP and non-GAAP software revenue growth of approximately 68% and 70%, respectively3
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Systems revenue growth of approximately 5%
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GAAP and non-GAAP product revenue growth between approximately 22% to 23%2
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Global services revenue growth slightly better than flat
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Non-GAAP EPS above the top end of its prior guidance of $2.26 to $2.381
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•
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Enabling the Edge 2.0 Revolution – Blog Post from F5’s EVP of Security, Haiyan Song
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