UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K/A
(Amendment No. 1)
☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Fiscal Year Ended: December 31, 2016
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 No.) |
|
|
|
230 W. Tasman Drive San Jose, California |
| 95134 |
(Address of Principal Executive Offices) |
| (Zip Code) |
(669) 770-4000
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
| Name of each exchange on which registered |
Common Stock, $0.001 par value per share |
| New York Stock Exchange |
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 ☐ 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 ☒
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 ☒ 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 time period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 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 definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer | ☐ | Accelerated filer | ☒ |
Non-accelerated filer | ☐ (Do not check if a smaller reporting company) | Smaller reporting company | ☐ |
|
| Emerging growth company | ☒ |
If an emerging growth company, indicate by check mark whether the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The number of shares outstanding of the registrant’s Common Stock as of March 3, 2017 was 53,042,140 shares.
This Amendment No. 1 (“Amendment No. 1”) to the Annual Report on Form 10-K of Silver Spring Networks, Inc. (the “Company”) for the fiscal year ended December 31, 2016 (the “Form 10-K”), originally filed with the Securities and Exchange Commission (the “SEC”) on March 10, 2017 (the “Original Report”), is being filed in response to comments from the SEC regarding a request for confidential treatment of certain portions of Exhibit 10.8 originally filed with the Original Report and solely for the purpose of re-filing the agreement filed as Exhibit10.8 to the Original Report in order to restore certain redacted information that was subject to a confidential treatment request by the Company and to amend and restate the Item 15 (Exhibits and Financial Statement Schedules) and the Exhibit Index included in the Original Report.
In connection with the filing of this Amendment No.1, the Company is also including certain currently dated certifications of our Chief Executive Officer and Chief Financial Officer as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended. This Amendment No. 1 makes reference to the date of the Original Report, and the Company has not updated or amended the disclosures contained herein to reflect events that have occurred since the filing of the Original Report, or modified or updated the disclosures contained in the Original Report in any way other than as specifically set forth in this Amendment No. 1. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Report and other filings made by the Company with the SEC subsequent to our filing of the Original Report.
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(b) Exhibits
See the Exhibit Index immediately following the signature page of this Amendment No. 1 on Form 10-K/A.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 on Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California, on this May 24, 2017.
| SILVER SPRING NETWORKS, INC. | |
|
|
|
| By: | /s/ Michael Bell |
|
| Michael Bell |
|
| President and Chief Executive Officer |
The following exhibits are included herein or incorporated herein by reference:
Exhibit |
|
|
|
|
|
|
| Incorporated by Reference |
| Filed | ||||||||||||||||||
Number |
| Description of Exhibit |
| Form |
| File No. |
| Exhibit |
| Filing Date |
| Herewith | ||||||||||||||||
3.1 |
| Restated Certificate of Incorporation of the Registrant. |
| 10-Q |
| 001-35828 |
| 3.1 |
| 5/9/2013 |
|
| ||||||||||||||||
3.2 |
| Restated Bylaws of the Registrant. |
| 10-Q |
| 001-35828 |
| 3.2 |
| 5/9/2013 |
|
| ||||||||||||||||
4.1 |
| Form of Registrant’s common stock certificate. |
| S-1 |
| 333-175393 |
| 4.1 |
| 11/30/2012 |
|
| ||||||||||||||||
4.2 |
| Fourth Amended and Restated Investors’ Rights Agreement, dated December 11, 2009, by and among Registrant and certain security holders of the Registrant. |
| S-1 |
| 333-175393 |
| 4.2 |
| 7/7/2011 |
|
| ||||||||||||||||
10.1‡ |
| Form of Indemnification Agreement. |
| S-1 |
| 333-175393 |
| 10.1 |
| 7/7/2011 |
|
| ||||||||||||||||
10.2‡ |
| 2003 Stock Option Plan, as amended to date. |
| 10-Q |
| 001-35828 |
| 10.2 |
| 11/7/2013 |
|
| ||||||||||||||||
10.3‡ |
| 2012 Equity Incentive Plan, as amended to date. |
| 10-Q |
| 001-35828 |
| 10.1 |
| 8/7/2015 |
|
| ||||||||||||||||
10.4‡ |
| 2012 Employee Stock Purchase Plan. |
| S-1 |
| 333-175393 |
| 10.4 |
| 6/14/2012 |
|
| ||||||||||||||||
10.5† |
| Master Procurement Agreement, dated April 8, 2015, between the Registrant and AusNet Electricity Services Pty Ltd, as amended. |
| 10-K |
| 001-35828 |
| 10.5 |
| 3/10/17 |
|
| ||||||||||||||||
10.6+ |
| Amended and Restated Services and Materials Agreement, dated January 25, 2012, by and between the Registrant and Commonwealth Edison Company. |
| 10-K/A |
| 001-35828 |
| 10.6 |
| 7/25/2016 |
|
| ||||||||||||||||
10.7+ |
| Amendment No. 3, effective as of February 29, 2016, and Amendment No. 4, effective as of June 29, 2016, amending that certain Amended and Restated Services and Materials Agreement, dated January 25, 2012, as amended, by and between the Registrant and Commonwealth Edison Company. |
| 10-Q |
| 001-35828 |
| 10.7 |
| 8/9/2016 |
|
| ||||||||||||||||
10.8† |
| Third Amended and Restated Master Agreement, dated as of July 25, 2016, by and between the Registrant and The City of San Antonio acting by and through its City Public Service Board. |
|
|
|
|
|
|
|
|
|
X | ||||||||||||||||
10.9+ |
| Lease Agreement, dated October 27, 2015, between the Registrant and CF Tasman SV LLC. |
| 10-K |
| 001-35828 |
| 10.8 |
| 3/9/2016 |
|
| ||||||||||||||||
10.10+ |
| Lease Agreement, dated October 27, 2015, between the Registrant and CF Tasman SV LLC. |
| 10-K |
| 001-35828 |
| 10.9 |
| 3/9/2016 |
|
| ||||||||||||||||
10.11 |
| Credit Agreement, dated December 18, 2015, by and between the Registrant, lenders parties thereto and Silicon Valley Bank. |
| 10-K |
| 001-35828 |
| 10.10 |
| 3/9/2016 |
|
| ||||||||||||||||
10.12 |
| First Amendment to Credit Agreement, dated as of June 3, 2016, amending that certain Credit Agreement, dated as of December 18, 2015, by and between the Registrant, lenders parties thereto and Silicon Valley Bank. |
| 10-Q |
| 001-35828 |
| 10.1 |
| 8/9/2016 |
|
| ||||||||||||||||
10.13‡ |
| Offer Letter Employment Agreement, dated July 28, 2015, between the Registrant and Michael Bell, as amended. |
| 10-K |
| 001-35828 |
| 10.11 |
| 3/9/2016 |
|
| ||||||||||||||||
10.14‡ |
| Notice of Inducement Stock Option Grant and Inducement Stock Option Agreement, dated October 12, 2015, between the Registrant and Michael Bell. |
| S-8 |
| 333-207906 |
| 99.1 |
| 11/9/2015 |
|
| ||||||||||||||||
10.15‡ |
| Notice of Inducement Performance Stock Unit Award and Inducement Performance Stock Unit Award Agreement, dated November 10, 2015, between the Registrant and Michael Bell. |
| S-8 |
| 333-207906 |
| 99.2 |
| 11/9/2015 |
|
| ||||||||||||||||
10.16‡ |
| Notice of Inducement Restricted Stock Award and Inducement Restricted Stock Unit Award Agreement, dated November 10, 2015, between the Registrant and Michael Bell. |
| S-8 |
| 333-207906 |
| 99.3 |
| 11/9/2015 |
|
| ||||||||||||||||
10.17‡ |
| Offer Letter Employment Agreement, dated July 6, 2016, between the Company and Aysegul Ilendiz. |
| 10-Q |
| 001-35828 |
| 10.5 |
| 8/9/2016 |
|
| ||||||||||||||||
10.18‡ |
| Notice of Inducement Stock Option Grant and Inducement Stock Option Agreement, dated August 10, 2016, between the Registrant and Aysegul Ildeniz. |
| S-8 |
| 333-213026 |
| 99.1 |
| 8/9/2016 |
|
| ||||||||||||||||
10.19‡ |
| Notice of Inducement Restricted Stock Award and Inducement Restricted Stock Unit Award Agreement, dated August 10, 2016, between the Registrant and Aysegul Ildeniz. |
| S-8 |
| 333-213026 |
| 99.2 |
| 8/9/2016 |
|
| ||||||||||||||||
10.20‡ |
| Offer Letter Employment Agreement, dated January 11, 2016, between the Registrant and Philippe Gaglione. |
| 10-K |
| 001-35828 |
| 10.20 |
| 3/10/17 |
|
| ||||||||||||||||
23.1 |
| Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm. |
| 10-K |
| 001-35828 |
| 23.1 |
| 3/10/17 |
|
| ||||||||||||||||
| Power of Attorney (see signature page). |
| 10-K |
| 001-35828 |
| 24.1 |
| 3/10/17 |
|
| ||||||||||||||||
31.3 |
| Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to under 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 under 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-K |
| 001-35828 |
| 32.1 |
| 3/10/17 |
|
| |||||||||||||||
32.2* |
| 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-K |
| 001-35828 |
| 32.2 |
| 3/10/17 |
|
| |||||||||||||||
101.INS |
| XBRL Instance Document. |
| 10-K |
| 001-35828 |
| 101.INS |
| 3/10/17 |
|
| |||||||||||||||
101.SCH |
| XBRL Taxonomy Extension Schema Document. |
| 10-K |
| 001-35828 |
| 101.SCH |
| 3/10/17 |
|
| |||||||||||||||
101.CAL |
| XBRL Taxonomy Extension Calculation Linkbase Document. |
| 10-K |
| 001-35828 |
| 101.CAL |
| 3/10/17 |
|
| |||||||||||||||
101.DEF |
| XBRL Taxonomy Extension Definition Linkbase Document. |
| 10-K |
| 001-35828 |
| 101.DEF |
| 3/10/17 |
|
| |||||||||||||||
101.LAB |
| XBRL Taxonomy Extension Label Linkbase Document. |
| 10-K |
| 001-35828 |
| 101.LAB |
| 3/10/17 |
|
| |||||||||||||||
101.PRE |
| XBRL Taxonomy Extension Presentation Linkbase Document. |
| 10-K |
| 001-35828 |
| 101.PRE |
| 3/10/17 |
|
| |||||||||||||||
_____________________
_____________________
† | 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. |
+ | Confidential treatment has been granted for portions of this exhibit under Rule 24b-2 promulgated under the Exchange Act. The Registrant has omitted and filed separately with the SEC the confidential portions of this exhibit. |
* | As contemplated by SEC Release No. 33-8212, these exhibits are furnished with this Annual Report on Form 10-K and are not deemed filed with the Securities and Exchange Commission and are not incorporated by reference in any filing of Silver Spring Networks, Inc. under the Securities Act of 1933 or the Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in such filings. |
‡ | Management contract or compensatory plan or arrangement. |
