GIGAMON INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2017-12-27: Form 8-K; Period of report 2017-12-27; Description 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 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; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events; Details 1.02.
- 2017-12-22: Form 8-K; Period of report 2017-12-22; Description 5.07 Submission of Matters to a Vote of Security Holders; Details 5.07.
- 2017-12-12: Form 8-K; Period of report 2017-12-12; Description 8.01 Other Events; Details 8.01.
- 2017-10-26: Form 8-K; Period of report 2017-10-26; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2017-12-27 | 8-K | 2017-12-27 | 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 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; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 1.02 Effective as of December 27, 2017 and contingent upon the consummation of the Merger, the Company terminated the Gigamon Inc. 2013 Employee Stock Purchase Plan. 2.01 On the Closing Date, at the Effective Time, each share of common stock, par value $0.0001 per share (“Shares”), of the Company (the “Company Common Stock”) outstanding as of immediately prior to the Effective Time, subject to certain exceptions, was cancelled and extinguished and automatically converted into the right to receive cash in an amount equal to $38.50, without interest thereon (the “Merger Consideration”). 3.01 The information set forth in the Introduction and under Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference. 3.03 The information set forth in the Introduction and under Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference. 5.01 The information set forth under Item 2.01 is incorporated herein by reference. 5.02 The information set forth under Item 2.01 is incorporated herein by reference. 5.03 At the Effective Time, the Company’s certificate of incorporation, as in effect immediately prior to the Merger, was amended and restated in its entirety to read identically to the certificate of incorporation of Merger Sub, subject to the terms of the Merger Agreement (the “Amended and Restated Certificate of Incorporation”). 8.01 On the Closing Date, the Company and Newco issued a joint press release announcing the closing of the Merger. | d464998d8k.htm |
| 2017-12-22 | 8-K | 2017-12-22 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On December 22, 2017, Gigamon Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”) at their principal executive offices in Santa Clara, California. | d468349d8k.htm |
| 2017-12-12 | 8-K | 2017-12-12 | 8.01 Other Events | 8.01 On November 24, 2017, Gigamon Inc. (“we,” “us,” “Gigamon” or the “Company”) filed with the Securities and Exchange Commission (the “SEC”) a definitive proxy statement (the “Definitive Proxy Statement”) with respect to the special meeting of Gigamon shareholders scheduled to be held on December 22, 2017 (the “Special Meeting”). | d475427d8k.htm |
| 2017-10-26 | 8-K | 2017-10-26 | 2.02 Results of Operations and Financial Condition | 2.02 On October 26, 2017, Gigamon Inc. (the “Company”) issued a press release announcing its financial results for the third quarter ended September 30, 2017. | a8-kearningsreleaseoct2620.htm |
| 2017-10-26 | 8-K | 2017-10-26 | 1.01 Entry into a Material Definitive Agreement; 2.02 Results of Operations and Financial Condition | 1.01 Entry into a Material Definitive Agreement. 2.02 On October 26, 2017, the Company issued a press release announcing its financial results for the third quarter ended September 30, 2017. | d461357d8k.htm |
| 2017-07-27 | 8-K | 2017-07-27 | 2.02 Results of Operations and Financial Condition | 2.02 On July 27, 2017, Gigamon Inc. (the “Company”) issued a press release announcing its financial results for the second quarter ended July 1, 2017. | a8-kearningsreleasejuly272.htm |
| 2017-06-30 | 8-K | 2017-06-29 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On June 29, 2017, Gigamon Inc. (“Gigamon”) held its 2017 annual meeting of stockholders (the “Annual Meeting”). | d407613d8k.htm |
| 2017-04-27 | 8-K | 2017-04-25 | 2.02 Results of Operations and Financial Condition; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 2.02 On April 27, 2017, Gigamon Inc. (the “Company”) issued a press release announcing its financial results for the first quarter ended April 1, 2017. 5.02 On April 25, 2017, the Board of Directors (the “Board”) of the Company elected Arthur W. Coviello, Jr. to serve as a member of the Board, effective immediately. | a8-kearningsreleaseapril27.htm |
| 2017-02-13 | 8-K | 2017-02-07 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 Entry into a Material Definitive Agreement. 2.03 The information set forth above and referenced under Item 1.01 is hereby incorporated by reference into this Item 2.03. | a8-kleases_february72017.htm |
| 2017-02-02 | 8-K | 2017-01-31 | 2.02 Results of Operations and Financial Condition; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 2.02 On February 2, 2017, Gigamon Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter and fiscal year ended December 31, 2016. 5.02 On January 31, 2017, the Board of Directors (the “Board”) of the Company elected Dario Zamarian to serve as a member of the Board, effective immediately. | a8-kearningsreleasefebruar.htm |
| 2017-01-18 | 8-K/A | 2017-01-17 | 2.02 Results of Operations and Financial Condition | 2.02 On January 17, 2017, Gigamon Inc. (the “Company”) issued a press release regarding its preliminary unaudited financial results for the fourth quarter and fiscal year ended December 31, 2016. | a8-kaxjanuary172017.htm |
| 2017-01-17 | 8-K | 2017-01-17 | 2.02 Results of Operations and Financial Condition | 2.02 On July 17, 2017, Gigamon Inc. (the “Company”) issued a press release regarding its preliminary unaudited financial results for the fourth quarter and fiscal year ended December 31, 2016. | a8-kxjanuary172017.htm |
| 2016-11-14 | 8-K/A | 2016-10-27 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On November 9, 2016, in connection with Michael J. Burns’ resignation as the chief financial officer of the Company on October 27, 2016 (the “Resignation Date”), Mr. Burns entered into a mutual separation and release agreement (the “Separation Agreement”) with the Company pursuant to which Mr. Burns will remain employed with the Company and provide reasonable transition services from the Resignation Date until February 28, 2017 (the “Expected Termination Date”) or such earlier date as his services are terminated pursuant to the Separation Agreement (such earlier date, the “Actual Termination Date”). | a8-kaoctober272016.htm |
| 2016-10-31 | 8-K/A | 2016-06-08 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 (d) Consistent with the recommendation of the Board of Directors of the Company as set forth in the Company’s proxy statement for its 2016 annual meeting and the vote of the stockholders at the Company’s 2016 annual meeting, the Company is confirming that it adopted a policy to include an advisory stockholder vote on the compensation of executives in its proxy materials every year. | a8-kaxjune2016.htm |
| 2016-10-27 | 8-K | 2016-10-27 | 2.02 Results of Operations and Financial Condition; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 2.02 On October 27, 2016, Gigamon Inc. (the “Company”) issued a press release announcing its financial results for the third quarter ended October 1, 2016. 5.02 On October 27, 2016, Michael J. Burns, resigned as the chief financial officer of the Company, effective immediately. | a8-kearningsreleaseoctober.htm |
| 2016-07-28 | 8-K | 2016-07-28 | 2.02 Results of Operations and Financial Condition | 2.02 On July 28, 2016, Gigamon Inc. (the “Company”) issued a press release announcing its financial results for the second quarter ended July 2, 2016. | a8-kearningsreleasejuly282.htm |
| 2016-06-10 | 8-K | 2016-06-08 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On June 8, 2016, Gigamon Inc. (“Gigamon”) held its 2016 annual meeting of stockholders (the “Annual Meeting”). | a8-k2016annualmeetingresul.htm |
| 2016-04-28 | 8-K | 2016-04-28 | 2.02 Results of Operations and Financial Condition | 2.02 On April 28, 2016, Gigamon Inc. (the “Company”) issued a press release announcing its financial results for the first quarter ended April 2, 2016. | a2016-q18xkearningsrelease.htm |
| 2016-02-19 | 8-K | 2016-02-16 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On February 16, 2016, the compensation committee (the “Committee”) of the board of directors of Gigamon Inc. (the “Company”) approved an increase in the annual base salary for each of Paul A. Hooper, the Company’s chief executive officer, and Michael J. Burns, the Company’s chief financial officer, to be effective on March 1, 2016. | a8-kdatedfebruary192016.htm |
| 2016-01-28 | 8-K | 2016-01-28 | 2.02 Results of Operations and Financial Condition | 2.02 On January 28, 2016, Gigamon Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter and fiscal year ended December 26, 2015. | a2015-q48xkearningsrelease.htm |
| 2015-10-22 | 8-K | 2015-10-22 | 2.02 Results of Operations and Financial Condition | 2.02 On October 22, 2015, Gigamon Inc. (the “Company”) issued a press release announcing its financial results for the third quarter ended September 26, 2015. | fy2015q38-koctober222015.htm |
| 2015-07-23 | 8-K | 2015-07-23 | 2.02 Results of Operations and Financial Condition | 2.02 On July 23, 2015, Gigamon Inc. (the “Company”) issued a press release announcing its financial results for the second quarter ended June 27, 2015. | fy2015q28-kjuly232015.htm |
| 2015-06-12 | 8-K | 2015-06-11 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On June 11, 2015, Gigamon Inc. (“Gigamon”) held its 2015 annual meeting of stockholders (the “Annual Meeting”). | a8-kdatedjune112015xannual.htm |
| 2015-04-24 | 8-K | 2015-04-20 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | a8-kdatedapril202015xjabil.htm |
| 2015-04-23 | 8-K | 2015-04-23 | 2.02 Results of Operations and Financial Condition | 2.02 On April 23, 2015, Gigamon Inc. (the “Company”) issued a press release announcing its financial results for the first quarter ended March 28, 2015. | a2015-q18xkearningsrelease.htm |
| 2015-02-19 | 8-K | 2015-02-17 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On February 17, 2015, the compensation committee (the “Compensation Committee”) of the board of directors of Gigamon Inc. (the “Company”) approved an annual bonus for Paul A. Hooper, the Company’s chief executive officer, in the amount of $183,630 for services rendered during the fiscal year ended December 27, 2014. | a8-kdatedfebruary172015.htm |
| 2015-01-29 | 8-K | 2015-01-29 | 2.02 Results of Operations and Financial Condition | 2.02 On January 29, 2015, Gigamon Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter and fiscal year ended December 27, 2014. | a2014-q48xkearningsrelease.htm |
| 2014-11-12 | 8-K | 2014-11-10 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On November 10, 2014, Ravi Narula, announced his resignation as the vice president, corporate controller and principal accounting officer of Gigamon Inc. (“Gigamon” or the “Company”) to be effective as of November 30, 2014. | d820057d8k.htm |
| 2014-10-23 | 8-K | 2014-10-23 | 2.02 Results of Operations and Financial Condition | 2.02 On October 23, 2014, Gigamon Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended September 27, 2014. | d808254d8k.htm |
| 2014-08-25 | 8-K | 2014-08-24 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On August 24, 2014, the Board of Directors (the “Board”) of Gigamon Inc. (the “Company”) elected Ted C. Ho to serve as a member of the Board, effective immediately. | d781898d8k.htm |
| 2014-08-06 | 8-K | 2014-07-31 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On July 31, 2014, Michael T. Hoffman, resigned as the senior vice president, sales enablement, of Gigamon Inc. (the “Company”) effective immediately. | d771891d8k.htm |
| 2014-08-01 | 8-K/A | 2014-07-22 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On July 29, 2014, in connection with Mr. Burns’ appointment as the Company’s chief financial officer and principal financial officer on July 22, 2014, the compensation committee of the board of directors of the Company approved a grant to Mr. Burns of an option to purchase 99,283 shares of the Company’s common stock at an exercise price per share of $11.02 and 58,984 RSUs. | d769436d8ka.htm |
| 2014-07-24 | 8-K | 2014-07-24 | 2.02 Results of Operations and Financial Condition | 2.02 On July 24, 2014, Gigamon Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended June 28, 2014. | d762813d8k.htm |
| 2014-07-22 | 8-K | 2014-07-22 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On July 22, 2014, Gigamon Inc. (the “Company”) announced the appointment of Mike Burns as chief financial officer of the Company, also serving as the Company’s principal financial officer. | d760724d8k.htm |
| 2014-07-08 | 8-K | 2014-07-08 | 2.02 Results of Operations and Financial Condition | 2.02 On July 8, 2014, Gigamon Inc. (the “Company”) issued a press release regarding its preliminary unaudited financial results for the quarter ended June 28, 2014. | d756315d8k.htm |
| 2014-06-13 | 8-K | 2014-06-12 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On June 12, 2014, Gigamon Inc. (“Gigamon”) held its 2014 annual meeting of stockholders (the “Annual Meeting”). | d742397d8k.htm |
| 2014-05-20 | 8-K/A | 2014-04-28 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On May 15, 2014, in connection with Mr. Narula’s appointment as the Company’s interim chief financial officer and principal financial officer on April 28, 2014, the compensation committee of the board of directors approved a grant of 10,245 RSUs to Mr. Narula under the Company’s 2013 Equity Incentive Plan. | d729347d8ka.htm |
| 2014-04-28 | 8-K | 2014-04-28 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On April 28, 2014, Duston M. Williams, resigned as the chief financial officer of Gigamon Inc. (“Gigamon” or the “Company”) effective June 6, 2014. | d716340d8k.htm |
| 2014-04-24 | 8-K | 2014-04-24 | 2.02 Results of Operations and Financial Condition | 2.02 On April 24, 2014, Gigamon Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended March 29, 2014. | d718393d8k.htm |
| 2014-04-07 | 8-K | 2014-04-07 | 2.02 Results of Operations and Financial Condition | 2.02 On April 7, 2014, Gigamon Inc. (the “Company”) issued a press release regarding its preliminary unaudited financial results for the quarter ended March 29, 2014. | d707954d8k.htm |
| 2014-02-04 | 8-K | 2014-02-04 | 2.02 Results of Operations and Financial Condition | 2.02 On February 4, 2014, Gigamon Inc. (the “Company”) issued a press release announcing its financial results for the quarter and fiscal year ended December 28, 2013. | d669572d8k.htm |
| 2014-01-30 | 8-K | 2014-01-28 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On January 28, 2014, the Board of Directors (the “Board”) of Gigamon Inc. (the “Company”) elected Paul J. Milbury to serve as a member of the Board, effective immediately. | d665867d8k.htm |
| 2013-12-12 | 8-K | 2013-12-10 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On December 10, 2013, the Board of Directors (the “Board”) of Gigamon Inc. (the “Company”) elected John H. Kispert to serve as a member of the Board, effective immediately. | d643434d8k.htm |
| 2013-11-15 | 8-K | 2013-11-12 | 1.02 Termination of a Material Definitive Agreement | 1.02 On November 12, 2013, Gigamon Inc. (the “Company”) notified its landlord, LBA Realty Fund II – WBP II, LLC (the “Landlord”), that it was electing to terminate the lease for its current principal executive offices at 598 Gibraltar Drive, Milpitas, California (the “Premises”), effective as of June 17, 2014 (the “Termination Date”), pursuant to an early termination option contained in that certain Lease entered into as of May 21, 2010, as amended, by and between the Company and the Landlord (the “Lease”). | d631136d8k.htm |
| 2013-11-04 | 8-K | 2013-11-04 | 2.02 Results of Operations and Financial Condition | 2.02 On November 4, 2013, Gigamon Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended September 28, 2013. | d622332d8k.htm |
| 2013-10-21 | 8-K | 2013-10-21 | 2.02 Results of Operations and Financial Condition | 2.02 On October 21, 2013, Gigamon Inc. (the “Company” or “Gigamon”) announced preliminary estimated financial data for the three months ended September 28, 2013. | d612138d8k.htm |
| 2013-07-29 | 8-K | 2013-07-29 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Andrew M. Miller resigned from the Board of Directors of Gigamon Inc. on July 29, 2013, effective immediately. | d574521d8k.htm |
| 2013-07-29 | 8-K | 2013-07-23 | 2.02 Results of Operations and Financial Condition; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 2.02 On July 29, 2013, Gigamon Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended June 29, 2013. 5.02 On July 23, 2013, the Compensation Committee (the “Committee”) of the Board of Directors of the Company approved the amendment and restatement of the Gigamon Inc. 2013 Corporate Bonus Plan (the “Bonus Plan”). | d576125d8k.htm |
| 2013-07-08 | 8-K | 2013-07-02 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 Entry into a Material Definitive Agreement. 2.03 The information set forth above and referenced under Item 1.01 is hereby incorporated by reference into this Item 2.03. | d565533d8k.htm |