SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
(Mark One)
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2013
or
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number: 001-35828
Silver Spring Networks, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 43-1966972 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
555 Broadway Street
Redwood City, California 94063
(Address of principal executive offices) (Zip Code)
(650) 839-4000
(Registrant’s telephone number, including area code)
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 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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
| Non-accelerated filer | x (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
As of August 2, 2013, there were approximately 46,643,446 shares of the Registrant’s Common Stock outstanding.
TABLE OF CONTENTS
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| 3 | ||||
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EXHIBIT 10.11 | ||||
EXHIBIT 31.3 | ||||
EXHIBIT 31.4 | ||||
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Silver Spring Networks, Inc. (the “Company”) is filing this Amendment No. 1 to its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2013 (the “Form 10-Q”), originally filed with the Securities and Exchange Commission on August 8, 2013, as an exhibit-only filing in response to comments received from the staff of the Securities and Exchange Commission regarding a request for confidential treatment of certain portions of Exhibit 10.11 originally filed with the Form 10-Q. This Amendment No. 1 to Quarterly Report on Form 10-Q/A (this “Amendment”) is being filed solely to re-file Exhibit 10.11 and to amend and restate the Exhibit Index included in the Form 10-Q. In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by our principal executive officer and principal financial officer are filed as exhibits to this Amendment.
Except as described above, this Amendment does not reflect events occurring after the filing of the original Form 10-Q and no revisions are being made pursuant to this Amendment to the Company’s financial statements or any other disclosure in theForm 10-Q.
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| Item 6. | Exhibits. |
| Incorporated by Reference | Filed Herewith | |||||||||
Number | Exhibit Title | Form | Exhibit No. | Filing Date | ||||||
| 10.11* | SmartMeter Program Upgrade Supply Agreement, dated July 23, 2008, as amended, between the Registrant and Pacific Gas and Electric Company | X | ||||||||
| 31.1 | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | 10-Q | 31.1 | August 8, 2013 | ||||||
| 31.2 | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | 10-Q | 31.2 | August 8, 2013 | ||||||
| 31.3 | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | ||||||||
| 31.4 | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | ||||||||
| 32.1** | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | 10-Q | 32.1 | August 8, 2013 | ||||||
| 32.2** | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | 10-Q | 32.2 | August 8, 2013 | ||||||
| 101.INS† | XBRL Instance Document. | 10-Q | 101.INS† | August 8, 2013 | ||||||
| 101.SCH† | XBRL Taxonomy Extension Schema Document. | 10-Q | 101.SCH† | August 8, 2013 | ||||||
| 101.CAL† | XBRL Taxonomy Extension Calculation Linkbase Document. | 10-Q | 101.CAL† | August 8, 2013 | ||||||
| 101.DEF† | XBRL Taxonomy Extension Definition Linkbase Document. | 10-Q | 101.DEF† | August 8, 2013 | ||||||
| 101.LAB† | XBRL Taxonomy Extension Label Linkbase Document. | 10-Q | 101.LAB† | August 8, 2013 | ||||||
| 101.PRE† | XBRL Taxonomy Extension Presentation Linkbase Document. | 10-Q | 101.PRE† | August 8, 2013 | ||||||
| * | Registrant has omitted portions of the referenced exhibit and filed such exhibit separately with the Securities and Exchange Commission pursuant to a request for confidential treatment under Rule 24b-2 promulgated under the Exchange Act. |
| ** | The certifications attached as Exhibit 32 hereto are deemed not “filed” for purposes of section 18 of the Exchange Act or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act. |
| † | Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not “filed” for purposes of section 18 of the Exchange Act or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act. |
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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, thereunto duly authorized, in the City of Redwood City, State of California, on December 9, 2013.
| SILVER SPRING NETWORKS, INC. | ||
| By: | /s/ Scott A. Lang | |
| Scott A. Lang | ||
Chairman of the Board of Directors, President and Chief Executive Officer (Principal Executive Officer) | ||
| By: | /s/ James P. Burns | |
| James P. Burns | ||
Executive Vice President, Chief Financial Officer (Principal Financial Officer) | ||
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Exhibit Index
| Incorporated by Reference | Filed Herewith | |||||||||
Number | Exhibit Title | Form | Exhibit No. | Filing Date | ||||||
| 10.11* | SmartMeter Program Upgrade Supply Agreement, dated July 23, 2008, as amended, between the Registrant and Pacific Gas and Electric Company | X | ||||||||
| 31.1 | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | 10-Q | 31.1 | August 8, 2013 | ||||||
| 31.2 | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | 10-Q | 31.2 | August 8, 2013 | ||||||
| 31.3 | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | ||||||||
| 31.4 | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | ||||||||
| 32.1** | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | 10-Q | 32.1 | August 8, 2013 | ||||||
| 32.2** | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | 10-Q | 32.2 | August 8, 2013 | ||||||
| 101.INS† | XBRL Instance Document. | 10-Q | 101.INS† | August 8, 2013 | ||||||
| 101.SCH† | XBRL Taxonomy Extension Schema Document. | 10-Q | 101.SCH† | August 8, 2013 | ||||||
| 101.CAL† | XBRL Taxonomy Extension Calculation Linkbase Document. | 10-Q | 101.CAL† | August 8, 2013 | ||||||
| 101.DEF† | XBRL Taxonomy Extension Definition Linkbase Document. | 10-Q | 101.DEF† | August 8, 2013 | ||||||
| 101.LAB† | XBRL Taxonomy Extension Label Linkbase Document. | 10-Q | 101.LAB† | August 8, 2013 | ||||||
| 101.PRE† | XBRL Taxonomy Extension Presentation Linkbase Document. | 10-Q | 101.PRE† | August 8, 2013 | ||||||
| * | Registrant has omitted portions of the referenced exhibit and filed such exhibit separately with the Securities and Exchange Commission pursuant to a request for confidential treatment under Rule 24b-2 promulgated under the Exchange Act. |
| ** | The certifications attached as Exhibit 32 hereto are deemed not “filed” for purposes of section 18 of the Exchange Act or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act. |
| † | Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not “filed” for purposes of section 18 of the Exchange Act or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act. |
