UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Mark One)
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Year Ended December 31, 2011
or
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number 001-34777
BroadSoft, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 52 2130962 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
9737 Washingtonian Boulevard, Suite 350, Gaithersburg, MD | 20878 | |
| (Address of principal executive offices) | (Zip Code) | |
(301) 977-9440
Registrant’s telephone number, including area code:
(former name, former address and former fiscal year, if changed since last report)
Securities Registered Pursuant to Section 12(b) of the Act:
Title of Each Class | Name of Each Exchange on Which Registered | |
| Common Stock, $0.01 par value | NASDAQ Global Select Market |
Securities Registered Pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | x | Accelerated filer | ¨ | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller Reporting Company | ¨ | |||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold as of June 30, 2011 was approximately $705 million. Aggregate market value excludes an aggregate of approximately 8,400,000 shares of common stock held by officers and directors and by each person known by the registrant to own 5% or more of the outstanding common stock on such date. Exclusion of shares held by any of these persons should not be construed to indicate that such person possesses the power, direct or indirect, to direct or cause the direction of the management or policies of the registrant, or that such person is controlled by or under common control with the registrant.
The number of shares of the registrant’s common stock, par value $0.01 per share, outstanding as of February 27, 2012 was 27,200,262.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive proxy statement for its 2012 annual meeting of stockholders to be held on May 4, 2012, which was filed with the United States Securities and Exchange Commission on March 23, 2012, are incorporated by reference into Part III of this Form 10-K.
EXPLANATORY NOTE
BroadSoft, Inc. (the “Registrant”) filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2011 on February 29, 2012. The Registrant is filing this Amendment No. 1 on Form 10-K/A to furnish its Interactive Data Files (XBRL Exhibits) as Exhibit 101. The Registrant elected to take advantage of the 30-day grace period for filing its first XBRL documents with detail tagging requirements, as permitted by Rule 405 of Regulation S-T.
Users of this data are advised that pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections.
Investors should continue to rely on the originally filed version of the Form 10-K. No other changes have been made to the
Form 10-K other than those described above. This Amendment No. 1 on Form 10-K/A does not reflect subsequent events occurring after the original filing date of the Form 10-K or, except as described above, modify or update any disclosures made in the Form 10-K.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| BROADSOFT, INC. | ||
| By: | /s/ JAMES A. THOLEN | |
| James A. Tholen | ||
| Chief Financial Officer | ||
| March 30, 2012 | ||
Exhibit Index
Exhibit | Description of Document | |
| 2.1(1) | Asset Purchase Agreement by and among the Registrant, BroadSoft M6, LLC and GENBAND Inc., dated as of August 14, 2008. | |
| 2.2(2) | Amendment to Asset Purchase Agreement and Disclosure Schedule by and among the Registrant, BroadSoft M6, LLC and GENBAND Inc., dated as of August 27, 2008. | |
| 2.3(3) | Agreement and Plan of Merger and Reorganization by and among the Registrant, BroadSoft Sylantro, Inc., Sylantro Systems Corporation and Shareholder Representative Services LLC, dated as of December 8, 2008. | |
| 2.4(4) | Asset Purchase Agreement by and between Casabi, Inc. and BroadSoft Casabi, LLC, dated as of October 12, 2010. | |
| 3.1(5) | Amended and Restated Certificate of Incorporation of the Registrant. | |
| 3.2(6) | Amended and Restated Bylaws of the Registrant. | |
| 4.1(7) | Specimen Stock Certificate evidencing shares of common stock. | |
| 4.2(8) | Fourth Amended and Restated Registration Rights Agreement, dated as of June 26, 2007. | |
| 4.3(9) | First Amendment to Fourth Amended and Restated Registration Rights Agreement, dated as of November 25, 2008. | |
| 4.4(10) | Second Amendment to Fourth Amended and Restated Registration Rights Agreement, dated as of December 23, 2008. | |
| 4.5(11) | Third Amendment to Fourth Amended and Restated Registration Rights Agreement, dated as of October 19, 2009. | |
| 4.6(12) | Fourth Amendment to Fourth Amended and Restated Registration Rights Agreement, dated as of March 26, 2010. | |
| 4.7(13) | Indenture, dated as of June 20, 2011, by and between the Registrant and Wells Fargo Bank, N.A., as Trustee. | |
| 4.8(14) | Form of Note representing the Registrant’s 1.50% Convertible Senior Notes due 2018. | |
| 10.1*(15) | BroadSoft, Inc. 1999 Stock Incentive Plan, as amended. | |
| 10.2*(16) | Form of Stock Option Grant Agreement for BroadSoft, Inc. 1999 Stock Incentive Plan. | |
| 10.3*(17) | Form of Common Stock Purchase Agreement and Stock Restriction Agreement for BroadSoft, Inc. 1999 Stock Incentive Plan. | |
| 10.4*(18) | Stock Restriction Agreement by and between James A. Tholen and the Registrant, dated as of August 30, 2007. | |
| 10.5*(19) | BroadSoft, Inc. Amended and Restated 2009 Equity Incentive Plan. | |
| 10.6*(20) | Form of Stock Option Agreement for BroadSoft, Inc. Amended and Restated 2009 Equity Incentive Plan. | |
| 10.7*(21) | Form of Restricted Stock Unit Award Agreement for BroadSoft, Inc. Amended and Restated 2009 Equity Incentive Plan. | |
| 10.8*(22) | Form of Indemnity Agreement entered into between the Registrant and certain of its directors and its executive officers. | |
| 10.9(23) | Form of Indemnity Agreement entered into between the Registrant and certain of its directors. | |
| 10.10*(24) | Form of Executive Change in Control Severance Benefits Agreement entered into between the Registrant and its executive officers. | |
| 10.11(25) | Sublease Agreement, by and between Marriott International Administrative Services, Inc. and the Registrant, dated as of April 13, 2010. | |
| 10.12(26) | BroadSoft, Inc. Non-Employee Director Compensation Policy. | |
| 10.13*^(27) | BroadSoft, Inc. Executive Bonus Plan | |
| 21.1† | Subsidiaries of the Registrant. | |
| 23.1† | Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm. | |
| 31.1† | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002. | |
| 31.2† | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002. | |
| 32.1† | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes Oxley Act of 2002. | |
| 32.2† | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes Oxley Act of 2002. | |
| 101.INS XBRL# | Instance Document | |
| 101.SCH XBRL# | Taxonomy Extension Schema | |
| 101.CAL XBRL# | Taxonomy Extension Calculation Linkbase | |
| 101.LAB XBRL# | Taxonomy Extension Label Linkbase | |
| 101.PRE XBRL# | Taxonomy Extension Presentation Linkbase | |
| 101.DEF XBRL# | Taxonomy Extension Definition Linkbase | |
| (1) | Filed as exhibit 2.1 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-165484) filed with the Securities and Exchange Commission on March 15, 2010 and incorporated herein by reference. |
| (2) | Filed as exhibit 2.2 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-165484) filed with the Securities and Exchange Commission on March 15, 2010 and incorporated herein by reference. |
| (3) | Filed as exhibit 2.3 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-165484) filed with the Securities and Exchange Commission on March 15, 2010 and incorporated herein by reference. |
| (4) | Filed as exhibit 99.1 to the Registrant’s Current Report on Form 8-K (File No. 001-34777) filed with the Securities and Exchange Commission on October 29, 2010 and incorporated herein by reference. |
| (5) | Filed as exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-34777) filed with the Securities and Exchange Commission on June 25, 2010 and incorporated herein by reference. |
| (6) | Filed as exhibit 3.6 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-165484) filed with the Securities and Exchange Commission on June 1, 2010 and incorporated herein by reference. |
| (7) | Filed as exhibit 4.1 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-165484) filed with the Securities and Exchange Commission on June 1, 2010 and incorporated herein by reference. |
| (8) | Filed as exhibit 4.5 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-165484) filed with the Securities and Exchange Commission on March 15, 2010 and incorporated herein by reference. |
| (9) | Filed as exhibit 4.6 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-165484) filed with the Securities and Exchange Commission on March 15, 2010 and incorporated herein by reference. |
| (10) | Filed as exhibit 4.7 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-165484) filed with the Securities and Exchange Commission on March 15, 2010 and incorporated herein by reference. |
| (11) | Filed as exhibit 4.8 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-165484) filed with the Securities and Exchange Commission on March 15, 2010 and incorporated herein by reference. |
| (12) | Filed as exhibit 4.9 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-165484) filed with the Securities and Exchange Commission on April 16, 2010 and incorporated herein by reference. |
| (13) | Filed as exhibit 4.1 to the Registrant’s Current Report on Form 8-K (File No. 001-34777) filed with the Securities and Exchange Commission on June 21, 2011 and incorporated by reference herein. |
| (14) | Filed as exhibit 4.2 to the Registrant’s Current Report on Form 8-K (File No. 001-34777) filed with the Securities and Exchange Commission on June 21, 2011 and incorporated by reference herein. |
| (15) | Filed as exhibit 10.1 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-165484) filed with the Securities and Exchange Commission on March 15, 2010 and incorporated herein by reference. |
| (16) | Filed as exhibit 10.2 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-165484) filed with the Securities and Exchange Commission on March 15, 2010 and incorporated herein by reference. |
| (17) | Filed as exhibit 10.3 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-165484) filed with the Securities and Exchange Commission on March 15, 2010 and incorporated herein by reference. |
| (18) | Filed as exhibit 10.4 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-165484) filed with the Securities and Exchange Commission on March 15, 2010 and incorporated herein by reference. |
| (19) | Filed as exhibit 10.5 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 7, 2011 and incorporated by reference herein. |
| (20) | Filed as exhibit 10.6 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-165484) filed with the Securities and Exchange Commission on June 1, 2010 and incorporated herein by reference. |
| (21) | Filed as exhibit 10.7 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-165484) filed with the Securities and Exchange Commission on June 1, 2010 and incorporated herein by reference. |
| (22) | Filed as exhibit 10.8 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-165484) filed with the Securities and Exchange Commission on March 15, 2010 and incorporated herein by reference. |
| (23) | Filed as exhibit 10.9 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-165484) filed with the Securities and Exchange Commission on March 15, 2010 and incorporated herein by reference. |
| (24) | Filed as exhibit 10.10 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-165484) filed with the Securities and Exchange Commission on March 15, 2010 and incorporated herein by reference. |
| (25) | Filed as exhibit 10.19 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-165484) filed with the Securities and Exchange Commission on April 16, 2010 and incorporated herein by reference. |
| (26) | Filed as exhibit 10.20 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-165484) filed with the Securities and Exchange Commission on June 1, 2010 and incorporated herein by reference. |
| (27) | Filed as exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 8, 2011 and incorporated by reference herein. |
| * | Denotes management compensation plan or arrangement. |
| ^ | Confidential treatment has been granted with respect to certain portions of this exhibit. A complete copy of the document, including the redacted portions, has been filed separately with the SEC. |
| † | Previously filed. |
| # | Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files included in Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those Sections. |
