BROCADE COMMUNICATIONS SYSTEMS INC Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2017-11-27: Form 8-K; Period of report 2017-11-27; Description 8.01 Other Events; Details 8.01.
- 2017-11-17: Form 8-K; Period of report 2017-11-17; Description 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events; Details 1.01.
- 2017-11-02: Form 8-K/A; Period of report 2017-10-27; Description 9.01 Financial Statements and Exhibits; Details 9.01.
- 2017-10-30: Form 8-K; Period of report 2017-10-27; Description 2.01 Completion of Acquisition or Disposition of Assets; Details 2.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2017-11-27 | 8-K | 2017-11-27 | 8.01 Other Events | 8.01 On November 27, 2017, Brocade Communications Systems, Inc., a Delaware corporation (the “Company”), delivered a supplement (the “Supplement”) to its Notice of Merger Event and Supplemental Indenture; Notice of Make-Whole Fundamental Change; and Fundamental Change Company Notice (the “Notice”) previously delivered to Wells Fargo Bank, National Association (“Wells Fargo”), and to the holders of the Notes on November 17, 2017. | d464093d8k.htm |
| 2017-11-17 | 8-K | 2017-11-17 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 1.02 On November 17, 2017, in connection with the consummation of the Merger, the Company repaid all obligations outstanding under its Credit Agreement, dated as of May 27, 2016, by and among the Company, the lenders party thereto and Wells Fargo, as administrative agent for the lenders (as amended by Amendment No. 1, dated August 11, 2017, and as otherwise supplemented or modified prior to the date hereof, the “Brocade Credit Agreement”), and terminated all agreements related thereto. 2.01 As previously reported, on November 2, 2016, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Broadcom Limited, a limited company organized under the laws of the Republic of Singapore (“Ultimate Parent”), Broadcom Corporation, a California corporation, and Bobcat Merger Sub, Inc., a Delaware corporation (“Merger Sub”), pursuant to which Ultimate Parent agreed to acquire the Company through an indirect subsidiary. 2.04 The consummation of the Merger constitutes a Fundamental Change and a Make-Whole Fundamental Change under the Indenture (each, as defined in the Indenture). 3.01 The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference. 5.01 The information set forth under Items 2.01, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference. 5.02 The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference. 8.01 The Company intends to provide notice to the trustee of the Company’s 4.625% Senior Notes due 2023 (“Senior Notes”) of its intent to effect the repurchase of the Senior Notes on or about January 16, 2018 in accordance with the terms of the related indenture governing such Senior Notes. | d490894d8k.htm |
| 2017-11-02 | 8-K/A | 2017-10-27 | 9.01 Financial Statements and Exhibits | 9.01 (b) Pro Forma Financial Information. | d462669d8ka.htm |
| 2017-10-30 | 8-K | 2017-10-27 | 2.01 Completion of Acquisition or Disposition of Assets | 2.01 As previously reported, on October 3, 2017, Brocade Communications Systems, Inc. (the “Company” or “Brocade”) entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Extreme Networks, Inc., a Delaware corporation (“Extreme Networks”), to divest its data center switching, routing and analytics business (the “SRA Business”) to Extreme Networks (the “SRA Sale”). | d462657d8k.htm |
| 2017-10-03 | 8-K | 2017-10-02 | 8.01 Other Events | 8.01 As previously reported, on November 2, 2016, Brocade Communications Systems, Inc. (the “Company” or “Brocade”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Broadcom Limited (“Broadcom”), Broadcom Corporation and Bobcat Merger Sub, Inc. (“Merger Sub”) pursuant to which Broadcom agreed to acquire the Company (the “Merger”). | d433433d8k.htm |
| 2017-08-24 | 8-K | 2017-08-24 | 2.02 Results of Operations and Financial Condition | 2.02 On August 24, 2017, Brocade Communications Systems, Inc. (the “Company”) issued a press release regarding financial results for the third fiscal quarter ended July 29, 2017. | brcd-8keprxfy17q3.htm |
| 2017-08-23 | 8-K | 2017-08-22 | 8.01 Other Events | 8.01 As previously reported, on November 2, 2016, Brocade Communications Systems, Inc. (the “Company”) entered into an Agreement and Plan of Merger with Broadcom Limited (“Broadcom”), Broadcom Corporation and Bobcat Merger Sub, Inc. (the “Merger Agreement”) pursuant to which Broadcom agreed to acquire the Company. | d428921d8k.htm |
| 2017-08-15 | 8-K | 2017-08-11 | 1.01 Entry into a Material Definitive Agreement; 2.05 Costs Associated with Exit or Disposal Activities | 1.01 Entry into a Material Definitive Agreement. 2.05 On August 11, 2017, the Board of Directors of the Company approved a workforce reduction plan intended to facilitate the exit of personnel resources deemed non-essential to the business of the Company due primarily to (i) the divestiture of certain software product lines in the third and fourth fiscal quarters of 2017 and (ii) an internal realignment of sales resources. | brcd-8kx2017x08x15.htm |
| 2017-07-18 | 8-K | 2017-07-17 | 8.01 Other Events | 8.01 As previously reported, on November 2, 2016, Brocade Communications Systems, Inc. (the “Company”) entered into an Agreement and Plan of Merger with Broadcom Limited (“Broadcom”), Broadcom Corporation and Bobcat Merger Sub, Inc. (the “Merger Agreement”) pursuant to which Broadcom agreed to acquire the Company. | d425513d8k.htm |
| 2017-07-05 | 8-K | 2017-07-03 | 8.01 Other Events | 8.01 As previously reported, on November 2, 2016, Brocade Communications Systems, Inc. (the “Company”) entered into an Agreement and Plan of Merger with Broadcom Limited (“Broadcom”), Broadcom Corporation and Bobcat Merger Sub, Inc. (the “Merger Agreement”) pursuant to which Broadcom agreed to acquire the Company. | d408216d8k.htm |
| 2017-06-07 | 8-K/A | 2017-04-11 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 As previously disclosed in the Original Form 8-K, at the annual meeting of stockholders held on April 11, 2017 (the “Annual Meeting”), the Company’s stockholders cast the highest number of votes for voting on an annual basis, compared to every two or three years, with regard to the nonbinding advisory vote regarding the frequency of future advisory votes on named executive officer compensation. | brcd-8kax2017x06x07.htm |
| 2017-05-26 | 8-K | 2017-05-26 | 8.01 Other Events | 8.01 As previously reported, on November 2, 2016, Brocade Communications Systems, Inc. (the “Company”) entered into an Agreement and Plan of Merger with Broadcom Limited (“Broadcom”), Broadcom Corporation and Bobcat Merger Sub, Inc. (the “Merger Agreement”) pursuant to which Broadcom agreed to acquire the Company. | brcd-8kx2017x05x26.htm |
| 2017-05-25 | 8-K | 2017-05-25 | 2.02 Results of Operations and Financial Condition | 2.02 On May 25, 2017, Brocade Communications Systems, Inc. (the “Company”) issued a press release regarding financial results for the second fiscal quarter ended April 29, 2017. | brcd-8keprxfy17q2.htm |
| 2017-05-12 | 8-K | 2017-05-12 | 8.01 Other Events | 8.01 As previously reported, on November 2, 2016, Brocade Communications Systems, Inc. (the “Company”) entered into an Agreement and Plan of Merger with Broadcom Limited (“Broadcom”), Broadcom Corporation and Bobcat Merger Sub, Inc. (the “Merger Agreement”) pursuant to which Broadcom agreed to acquire the Company. | brcd-8kx2017x05x12.htm |
| 2017-04-27 | 8-K | 2017-04-27 | 8.01 Other Events | 8.01 As previously reported, on November 2, 2016, Brocade Communications Systems, Inc. (the “Company”) entered into an Agreement and Plan of Merger with Broadcom Limited (“Broadcom”), Broadcom Corporation and Bobcat Merger Sub, Inc. (the “Merger Agreement”) pursuant to which Broadcom agreed to acquire the Company. | brcd-8kx2017x04x27.htm |
| 2017-04-12 | 8-K | 2017-04-11 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders | 5.02 On April 11, 2017, the stockholders of Brocade Communications Systems, Inc. (“Brocade” or the “Company”) approved an amendment and restatement of the Company’s 2009 Stock Plan (the “Stock Plan”) to increase the Stock Plan’s share reserve by 16,000,000 shares. 5.07 The Company's annual meeting of stockholders (the “Annual Meeting”) was held on April 11, 2017 in Santa Clara, California. | brcd-8kx2017x04x12.htm |
| 2017-02-23 | 8-K | 2017-02-23 | 2.02 Results of Operations and Financial Condition | 2.02 On February 23, 2017, Brocade Communications Systems, Inc. (the “Company”) issued a press release regarding financial results for the first fiscal quarter ended January 28, 2017. | brcd-8keprxfy17q1.htm |
| 2017-02-07 | 8-K | 2017-02-02 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 On February 2, 2017, the Compensation Committee (the “Committee”) of the Board of Directors of Brocade Communications Systems, Inc. (the “Company”) approved the Brocade Senior Leadership Plan (the “Plan”), a cash bonus plan applicable to certain senior executives, for fiscal 2017. 8.01 As previously reported, on November 2, 2016, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Broadcom Limited (“Broadcom”) pursuant to which Broadcom agreed to acquire the Company. | d343303d8k.htm |
| 2017-01-27 | 8-K | 2017-01-26 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On January 26, 2017, Brocade Communications Systems, Inc. (the “Company” or “Brocade”) held a special meeting of stockholders (the “Special Meeting”) in Santa Clara, California. | d394037d8k.htm |
| 2017-01-09 | 8-K | 2017-01-04 | 8.01 Other Events | 8.01 As previously reported, on November 2, 2016, Brocade Communications Systems, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Broadcom Limited (“Ultimate Parent”), Broadcom Corporation and Bobcat Merger Sub, Inc. (“Merger Sub”) providing for the merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving the Merger as an indirect wholly owned subsidiary of Ultimate Parent. | d286548d8k.htm |