UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): May 15, 2019
Ooma, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware | 001-37493 | 06-1713274 | ||
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
525 Almanor Avenue, Suite 200, Sunnyvale, California 94085
(Address of principal executive offices)
(650) 566-6600
(Registrants telephone number, including area code)
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 (see General Instruction A.2. below):
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
||
Common Stock | OOMA | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company 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. ☒
Item 8.01. Other Events.
On May 21, 2019, Ooma, Inc. announced the signing of a definitive stock purchase agreement to acquire all of the shares of common stock of Broadsmart Holding Co. Inc., a leading hosted UCaaS (Unified Communication as a Service) provider for medium-to-large multi-location enterprise customers. The parties expect to close before May 31, 2019, subject to customary closing conditions. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit No. |
Description |
|
99.1 | Press release dated May 21, 2019 titled Ooma Agrees to Acquire Broadsmart, Increasing the Scale of Oomas Business Communications and UCaaS Platforms. |
SIGNATURE
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.
OOMA, INC. | ||||||
Date: May 21, 2019 | By: |
/s/ Ravi Narula |
||||
Chief Financial Officer and Treasurer |
Exhibit 99.1
PRESS RELEASE
Ooma Agrees to Acquire Broadsmart,
Increasing the Scale of Oomas
Business Communications and UCaaS Platforms
Sunnyvale, CA Tuesday, May 21, 2019 Ooma, Inc., a smart communications platform for businesses and consumers, today announced that it signed a definitive agreement on May 15, 2019, to acquire Broadsmart Global, Inc., a leading provider of cloud-based unified communications as a service (UCaaS) solutions.
The acquisition of Broadsmart ( https://broadsmart.com /) is expected to provide scale for the Ooma Office ( https://www.ooma.com/office/ ) and Ooma Enterprise ( https://www.ooma.com/enterprise-communications/ ) platforms by giving Ooma access to Broadsmarts channel sales team, partner program and operational resources.
Based in West Palm Beach, Florida, Broadsmart provides mid-sized and large enterprises with hosted voice service, audio and video conferencing, web collaboration, fiber connectivity, and SIP/IP trunking, along with network design and security solutions. Broadsmart serves customers throughout the United States and Canada.
Broadsmart was previously a subsidiary of magicJack VocalTec, Ltd., a cloud-based Voice over Internet Protocol (VoIP) company, which was acquired by B. Riley Principal Investments, LLC, a wholly-owned subsidiary of B. Riley Financial, Inc. (NASDAQ: RILY), in November 2018.
Broadsmart is a great fit for Ooma because of its emphasis on tailoring solutions and white-glove customer support, which align well with the approach of Ooma Enterprise, said Eric Stang, chief executive officer of Ooma. We look forward to bringing business solutions from Ooma into Broadsmarts channel and offering Broadsmart customers an enhanced experience in the future.
Ananth Veluppillai, chief operating officer of B. Riley Principal Investments, said: The Broadsmart team is a natural fit for Ooma given its strong focus to grow its enterprise solutions platform. We wish the combined team future success.
The transaction is expected to close before the end of May and is subject to customary closing conditions. B. Riley FBR, Inc. acted as financial advisor to B. Riley on the transaction. Ooma has agreed to pay approximately $7.4 million in cash for the acquisition of Broadsmart, subject to customary price adjustments.
Ooma will report financial results for the first quarter of its 2020 fiscal year, ended April 30, 2019, after the market closes today. The company plans to host a conference call and live webcast for analysts and investors today at 5 pm Eastern time. Details are available at https://investors.ooma.com .
About Ooma, Inc.
Ooma (NYSE: OOMA) creates powerful connected experiences for businesses and consumers, delivered from its smart cloud-based SaaS platform. For businesses of all sizes, Ooma provides advanced voice and collaboration features that are flexible and scalable. For consumers, Oomas residential phone service provides PureVoice HD voice quality, advanced functionality and integration with mobile devices. Oomas groundbreaking smart security solution delivers a full range of wireless security sensors and an intelligent video camera that make it easy for anyone to protect their home or business. Learn more at www.ooma.com .
Forward-Looking Statements
This release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements in this press release that are not statements of historical or current fact constitute forward-looking statements. The forward-looking statements contained in this press release include, without limitation, statements related to consummation of the transaction and its expected impact, such as Broadsmarts synergies with Ooma, the expected provision of scale for Ooma Office and Ooma Enterprise, and the introduction of Oomas business solutions to Broadsmarts channels. Such forward-looking statements involve known and unknown risks, uncertainties and other unknown factors that could cause the actual results of Ooma to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements. In addition to statements that explicitly describe such risks and uncertainties readers are urged to consider statements labeled with the terms believes, belief, expects, projects, intends, anticipates or plans to be uncertain and forward-looking. The forward-looking statements contained herein are also subject generally to other risks and uncertainties that are described from time to time in Oomas filings with the Securities and Exchange Commission, including under Item 1A, Risk Factors in the Companys Annual Report on Form 10-K for the fiscal year ended January 31, 2019 filed on April 3, 2019, and in its subsequent reports on Forms 10-Q and 8-K. Investors are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date they are made. Ooma undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
MEDIA CONTACT: |
Mike Langberg at Ooma |
mike.langberg@ooma.com |
650-566-6693 |
INVESTOR CONTACT: |
Matt Robison at Ooma |
matt.robison@ooma.com |
415-661-0470 |
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