UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
(Amendment No. 1)
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 30, 2008
BLUE COAT SYSTEMS, INC.
(Exact Name of Registrant as Specified in its Charter)
| | | | |
| Delaware | | 000-28139 | | 91-1715963 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification Number) |
420 N. Mary Avenue
Sunnyvale, California 94085-4121
(408) 220-2200
(Addresses, including zip code, and telephone numbers, including area code, of principal executive offices)
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:
| ¨ | 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)) |
Introductory Note
As previously reported in a Current Report on Form 8-K, filed on June 3, 2008, and a subsequent Current Report on Form 8-K, filed on June 10, 2008, Blue Coat Systems, Inc. (“Blue Coat” or the “Company”) acquired majority control of Packeteer, Inc., a Delaware corporation, and subsequently completed that acquisition. On August 15, 2008, Blue Coat filed an amendment to those reports on Form 8-K/A (the “Amended Form 8-K”) to include the financial statements and pro forma information referred to below. This Amendment No. 1 restates Exhibit 99.3 of the Amended Form 8-K to correct certain typographical errors primarily related to stock-based compensation expense.
ITEM 9.01. Financial Statements and Exhibits.
The following financial statements and exhibits are filed as part of this report:
| | (a) | Financial Statements of Businesses Acquired. |
The audited consolidated financial statements of Packeteer, Inc. as of and for the year ended December 31, 2007 are incorporated by reference from Packeteer, Inc.’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 3, 2008.
The unaudited condensed consolidated financial statements as of March 31, 2008 and December 31, 2007, and for the three months ended March 31, 2008 and 2007 are incorporated by reference from Packeteer, Inc.’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 7, 2008.
| | (b) | Pro Forma Financial Information |
Unaudited pro forma condensed combined financial statements as of and for the year ended April 30, 2008, filed as Exhibit 99.3
| | |
Exhibit No. | | Description of Exhibit |
2.1 | | Agreement and Plan of Merger dated April 20, 2008, among Blue Coat Systems, Inc., Packeteer, Inc. and Cooper Acquisition, Inc. (incorporated herein by reference to Exhibit 2.01 of Form 8-K filed by the Registrant with the Securities and Exchange Commission on April 22, 2008). |
| |
23.1 | | Consent of KPMG LLP, Independent Registered Public Accounting Firm of Packeteer, Inc. |
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99.1 | | Audited consolidated financial statements of Packeteer, Inc. as of and for the year ended December 31, 2007 (incorporated by reference to Packeteer, Inc.’s Form 10-K (File No.000-26785) filed on March 3, 2008) |
| |
99.2 | | Unaudited condensed consolidated financial statements of Packeteer, Inc. as of March 31, 2008 and December 31, 2007, and for the three months ended March 31, 2008 and 2007 (incorporated by reference to Packeteer, Inc.’s Form 10-Q (File No.001-34017) filed on May 7, 2008) |
| |
99.3 | | Unaudited pro forma condensed combined statements of operations as of and for the year ended April 30, 2008. |
1
SIGNATURES
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.
|
| BLUE COAT SYSTEMS, INC. |
|
/S/ Kevin S. Royal |
| Kevin S. Royal |
| Senior Vice President and Chief Financial Officer |
| (Principal Financial and Accounting Officer) |
Dated: August 18, 2008
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EXHIBIT LIST
| | |
Exhibit No. | | Description of Exhibit |
2.1 | | Agreement and Plan of Merger dated April 20, 2008, among Blue Coat Systems, Inc., Packeteer, Inc. and Cooper Acquisition, Inc. (incorporated herein by reference to Exhibit 2.01 of Form 8-K filed by the Registrant with the Securities and Exchange Commission on April 22, 2008). |
| |
23.1 | | Consent of KPMG LLP, Independent Registered Public Accounting Firm of Packeteer, Inc. |
| |
99.1 | | Audited consolidated financial statements of Packeteer, Inc. as of and for the year ended December 31, 2007 (incorporated by reference to Packeteer, Inc.’s Form 10-K (File No.000-26785) filed on March 3, 2008) |
| |
99.2 | | Unaudited condensed consolidated financial statements of Packeteer, Inc. as of March 31, 2008 and December 31, 2007, and for the three months ended March 31, 2008 and 2007 (incorporated by reference to Packeteer, Inc.’s Form 10-Q (File No.001-34017) filed on May 7, 2008) |
| |
99.3 | | Unaudited pro forma condensed combined statements of operations as of and for the year ended April 30, 2008. |
