UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
January 15, 2014
RIVERBED TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-33023 | 03-0448754 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
199 Fremont Street
San Francisco, CA 94105
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number including area code: (415) 247-8800
(Former name or address, if changed since last report)
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)) |
| Item 2.02. | Results of Operations and Financial Condition |
On January 15, 2014, Riverbed Technology, Inc. (the “Company”) issued a press release regarding preliminary fourth quarter fiscal year 2013 results. The press release also includes a preliminary guidance range with respect to selected financial measures for first quarter fiscal year 2014. A copy of the press release is furnished as Exhibit 99.1 and is incorporated by reference herein.
This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 8.01. | Other Events |
On January 15, 2014, the Company issued a press release announcing its Board of Directors’ determination with respect to the previously announced proposal from Elliott Management Corporation to acquire all of the outstanding shares of the Company’s common stock for $19.00 per share. A copy of the press release is attached as Exhibit 99.2 and is incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits |
| (d) | Exhibits |
Exhibit No. | Description | |
| 99.1 | Press Release, dated January 15, 2014. | |
| 99.2 | Press Release, dated January 15, 2014. | |
SIGNATURES
Pursuant to the requirements 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 hereunto duly authorized.
| RIVERBED TECHNOLOGY, INC. | ||||||
Date: January 15, 2014 | By: | /s/ Brett Nissenberg | ||||
Brett Nissenberg General Counsel and Senior Vice President | ||||||
EXHIBIT INDEX
Exhibit No. | Description | |
| 99.1 | Press Release, dated January 15, 2014. | |
| 99.2 | Press Release, dated January 15, 2014. | |