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This Amendment No. 1 on Form 10-K/A (“Amendment No. 1”) is being filed for the sole purpose of including the conformed signature of our Independent Registered Public Accounting Firm on Exhibit 23.1 (Consent of Independent Registered Public Accounting Firm), which was inadvertently omitted from Exhibit 23.1 in the original filing of the Form 10-K.
Except as expressly noted above, this Amendment No. 1 does not modify or update in any way disclosures made in the original filing.
2020FY000155302312/31
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K/A
Amendment No. 1
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| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2020
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| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period ___________ to ____________
Commission File Number: 001-35789
CyrusOne Inc.
(Exact name of registrant as specified in its charter)
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| Maryland | | 46-0691837 |
(State or other jurisdiction of
incorporation or organization) | | (I.R.S. Employer
Identification No.) |
2850 N. Harwood Street, Suite 2200, Dallas, TX 75201
(Address of Principal Executive Offices) (Zip Code)
(972) 350-0060
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered |
| Common Stock, $.01 par value | CONE | The NASDAQ Global Select Market |
| 1.450% Senior Notes due 2027 | CONE27 | The Nasdaq Stock Market LLC |
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 ý 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 ý
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 ý No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).
Yes ý No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
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| Large Accelerated Filer | ☒ | Accelerated filer | ☐ |
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ |
| | Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if 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. ¨
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes ☐ No ý
The aggregate market value of the Common Stock owned by non-affiliates on June 30, 2020, was $8.5 billion, computed by reference to the closing sale price of the Common Stock on the NASDAQ Global Select Market on such date.
There were 120,460,690 shares of Common Stock outstanding as of February 12, 2021.
Portions of the definitive proxy statement relating to the Company’s 2021 Annual Meeting of Shareholders are incorporated by reference into Part III of this report to the extent described herein.
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A (“Amendment No. 1”) is being filed for the sole purpose of including the conformed signature of our Independent Registered Public Accounting Firm on Exhibit 23.1 (Consent of Independent Registered Public Accounting Firm), which was inadvertently omitted from Exhibit 23.1 in the original filing of the Form 10-K.
Except as expressly noted above, this Amendment No. 1 does not modify or update in any way disclosures made in the original filing.
EXHIBIT INDEX
| | | | | |
| Exhibit # | Exhibit Description |
| |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, on the 19th day of February, 2021.
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| CyrusOne Inc. |
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| By: | | /s/ Mark E. Skomal |
| | | Mark E. Skomal |
| | | Senior Vice President and Chief Accounting Officer |
| | | (Principal Accounting Officer) |
