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Share Name | Share Symbol | Market | Type |
---|---|---|---|
A10 Networks Inc | NYSE:ATEN | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
-0.03 | -0.20% | 15.30 | 15.4399 | 15.15 | 15.40 | 275,884 | 18:59:46 |
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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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20-1446869
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(State or Other Jurisdiction of Incorporation or Organization)
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(I.R.S. Employer Identification No.)
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3 West Plumeria Drive, San Jose, California 95134
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(Address of Principal Executive Offices, including zip code)
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Stock, $.00001 Par Value
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New York Stock Exchange
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Large accelerated filer
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¨
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Accelerated filer
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x
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Non-accelerated filer
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¨
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Smaller reporting company
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¨
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Emerging growth company
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x
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Page No.
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Explanatory Note
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2
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PART III
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ITEM 10
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Directors, Executive Officers and Corporate Governance
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3
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ITEM 11.
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Executive Compensation
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8
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ITEM 12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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14
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ITEM 13.
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Certain Relationships, Related Transactions and Director Independence
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16
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ITEM 14.
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Principal Accountant Fees and Services
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17
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PART IV
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ITEM 15.
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Exhibits and Financial Statement Schedules
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19
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Signatures
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22
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Name
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Age
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Position
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Term Expiration Year
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Phillip J. Salsbury(1)(2)(3)
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77
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Director
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2019
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Peter Y. Chung(2)(3)
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51
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Director
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2019
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Tor R. Braham(1)(2)
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61
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Director
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2019
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Lee Chen
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65
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Chief Executive Officer, President and Chairman
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2020
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Alan S. Henricks(1)(2)(3)
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68
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Director
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2020
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Name
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Age
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Current Positions
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Lee Chen
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65
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Chief Executive Officer, President and Chairman
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Rajkumar Jalan
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57
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Chief Technology Officer
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Robert Cochran
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61
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Executive Vice President, Legal and Corporate Collaboration, Chief Risk Compliance Officer and Secretary
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Tom Constantino
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54
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Executive Vice President, Chief Financial Officer
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Chris White
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53
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Executive Vice President of Worldwide Sales
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Gunter Reiss
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49
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Vice President of Worldwide Marketing
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•
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selecting and hiring our registered public accounting firm;
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•
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evaluating the performance and independence of our registered public accounting firm;
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•
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approving the audit and pre-approving any non-audit services to be performed by our registered public accounting firm;
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•
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reviewing our financial statements and related disclosures and reviewing our critical accounting policies and practices;
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•
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reviewing the adequacy and effectiveness of our internal control policies and procedures and our disclosure controls and procedures;
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•
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overseeing procedures for the treatment of complaints on accounting, internal accounting controls, or audit matters;
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•
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reviewing and discussing with management and the independent registered public accounting firm the results of our annual audit, our quarterly financial statements, and our publicly filed reports;
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•
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reviewing and approving in advance, or ratifying, as appropriate, any related person transactions; and
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•
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preparing the audit committee report to be included in our annual proxy statement as required by the SEC.
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•
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reviewing and approving our Chief Executive Officer’s and other executive officers’ annual base salaries, incentive compensation plans, including the specific goals and amounts, equity compensation, employment agreements, severance arrangements and change in control agreements, and any other benefits, compensation or arrangements;
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•
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administering our equity compensation plans;
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•
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overseeing our overall compensation philosophy, compensation plans, and benefits programs; and
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•
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preparing the compensation committee report to be included in our annual proxy statement as required by the SEC.
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•
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evaluating and making recommendations regarding the composition, organization, and governance of our board of directors and its committees;
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•
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reviewing and making recommendations with regard to our corporate governance guidelines and compliance with laws and regulations; and
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•
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reviewing actual and potential conflicts of interest of our directors and corporate officers, other than related person transactions reviewed by the audit committee, and approving or prohibiting any involvement of such persons in matters that may involve a conflict of interest.
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Name and Principal Position
|
|
Year
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Salary
($)
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Bonus
($)
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Stock
Awards
($)(1)
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Option
Awards
($)(1)
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Non-Equity
Incentive Plan Compensation
($)
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Non-Qualified
Deferred Compensation
Earnings
($)
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All Other Compensation
($)
|
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Total
($)
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||||||||
Lee Chen
Chief Executive Officer
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2018
2017
|
|
—
—
|
|
—
—
|
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—
2,228,025
|
|
—
—
|
|
—
—
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|
—
—
|
|
—
—
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|
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—
2,228,025
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||||||
Tom Constantino (2)
Executive Vice President, Chief Financial Officer
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2018
2017
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355,154
186,612
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50,000
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793,315
1,473,500
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425,831
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44,053
31,633
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|
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—
—
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3,811
3,265
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(3)
(4)
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1,196,333
2,170,841
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|||||
Chris White (5)
Executive Vice President, Worldwide Sales
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2018
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380,363
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75,000
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882,692
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692,208
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47,613
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—
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3,811
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(3)
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2,081,687
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(1)
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The amounts reported in the Stock Awards and the Option Awards columns represent the grant date fair value of the stock award and the stock option award as computed in accordance with FASB ASC Topic 718. As required by the rules of the SEC, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. Note that the amounts reported in these columns do not correspond to the actual economic value that may be received by the NEO from the award. The assumptions that we used to calculate these amounts are discussed in Note 7 to our audited financial statements included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2018, filed with the Securities and Exchange Commission on March 18, 2019.
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(2)
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Mr. Constantino became a NEO in 2017. For 2017, the amount reported under the Bonus column represents the sign-on bonus he received pursuant to the terms of his offer letter and the amount reported under the Non‑Equity Incentive Plan Compensation column represents the bonus paid to him under the 2017 Executive Cash Incentive Plan in July 2018. For 2018, the amount reported under the Non-Equity Incentive Plan Compensation column represents the bonus paid to him under the 2018 Executive Cash Incentive Plan in March 2019.
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(3)
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This amount represents group term life insurance premiums paid on behalf of the executive ($1,311) and 401(k) matching contributions ($2,500).
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(4)
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This amount represents group term life insurance premiums paid on behalf of the executive ($765) and 401(k) matching contribution ($2,500).
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(5)
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Mr. White became a NEO in 2018. The amount reported under the Bonus column represents the sign-on bonus he received pursuant to the terms of his offer letter and the amount reported under the Non‑Equity Incentive Plan Compensation column represents the bonus paid to him under the 2018 Executive Cash Incentive Plan in March 2019.
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Option Awards
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Stock Awards
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||||||||||||||||||||
Name
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Grant Date
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Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
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Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable(4)
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Option Exercise Price
($)
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Option
Expiration
Date
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Number
of Shares
or Units of
Stock That Have Not
Vested
(#)
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Market
Value of Shares or
Units of
Stock That Have Not
Vested
($)
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Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested
(#)
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Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested
($)
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||||||||
Lee Chen
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2/12/2016
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(1)(2)(3)
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200,104
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82,396
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5.52
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2/12/2026
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|||||
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2/12/2016
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(1)(2)(4)
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115,000
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574,102
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||||
Tom Constantino
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6/14/2017
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(1)(2)(5)
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50,625
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84,375
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8.42
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6/14/2027
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|
|
|
|
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|||||
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|
6/14/2017
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(1)(2)(6)
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|
|
|
|
|
|
|
|
|
|
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131,250
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|
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819,000
|
|
|
|
|
|
||||
|
|
10/22/2018
|
|
(1)(2)(7)
|
|
|
|
|
|
|
|
|
|
|
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40,134
|
|
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250,436
|
|
|
|
|
|
||||
|
|
10/22.2018
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|
(1)(2)(8)
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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93,646
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584,351
|
||||
Chris White
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|
10/22/2018
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|
(1)(2)(9)
|
|
|
|
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316,742
|
|
|
|
|
5.93
|
|
10/22/2028
|
|
|
|
|
|
|
|
|
|
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||
|
|
10/22/2018
|
|
(1)(2)(7)
|
|
|
|
|
|
|
|
|
|
|
|
90,323
|
|
|
563,616
|
|
|
|
|
|
||||
|
|
10/22/2018
|
|
(1)(2)(8)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
58,529
|
|
365,221
|
(1)
|
Each of the outstanding stock option awards, RSU awards and performance-based restricted stock units (“PSU”) awards was granted under our 2014 Equity Incentive Plan.
|
(2)
|
In the event that we terminate the NEO’s employment without cause or the NEO resigns for good reason at any time during the period beginning on the date that we enter into an agreement resulting in our change in control and ending on the date 12 months after the change in control, the award will accelerate vesting in full as provided under the terms of the NEO’s Change in Control and Severance Agreement.
|
(3)
|
One forty-eighth (1/48) of the shares of our common stock subject to the stock option award is scheduled to vest in 48 successive, equal, monthly installments (with the first installment having vested on March 12, 2016), subject to continued service with us through each applicable vesting date.
|
(4)
|
The number of shares subject to the PSUs shown in the table represents the total remaining number of unvested shares underlying the award. The number of shares subject to the award that became eligible to vest was determined based on the extent of achievement of the Company’s fiscal year 2016 revenue as previously determined shortly after the Company’s fiscal year ended December 31, 2016. Based on such determination, 80.003% of the total shares subject to this award became eligible to vest and one quarter (1/4) of such vesting-eligible shares is scheduled to vest on each of the one, two, three, and four year anniversaries of the award’s grant date, subject to continued service with us through the applicable vesting date.
|
(5)
|
One quarter (1/4) of the shares of the common stock subject to the stock option award vested on the one-year anniversary of June 12, 2017, and an additional one forty-eighth (1/48) of the total shares subject to the option award is scheduled to vest in 36 successive, equal, monthly installments thereafter, subject to continued service with us through each applicable vesting date.
|
(6)
|
One quarter (1/4) of the shares of our common stock subject to the RSU award is scheduled to vest in four successive, equal, yearly installments commencing on the one-year anniversary of July 5, 2017, subject to continued service with us through each applicable vesting date.
|
(7)
|
One quarter (1/4) of the shares of our common stock subject to the RSU award is scheduled to vest in four successive, equal, yearly installments commencing on the one-year anniversary of April 26, 2018, subject to continued service with us through each applicable vesting date.
|
(8)
|
The number of shares subject to the PSUs shown in the table represents the total number of unvested shares underlying the award. The number of shares subject to the award that may become eligible to vest will determined based on the extent of achievement of the Company’s revenue and cumulative Non-GAAP Operating Margin for the period of October 22, 2018 through December 31, 2020. If a determination is made that the achievement has been met, then on the 5th day of the second month following the achievement quarter, 75% of the Shares subject to the PSU will vest and on the first anniversary of the initial vesting date, the remainder of the shares subject to the PSU will vest, subject to continued service with us through the applicable vesting date. In the event of a Change in Control prior to December 31, 2020, if the performance metric has not been achieved by the date of the Change in Control, the PSU will be treated as though it was a time-based RSU that vested in four equal annual installments with the first vesting date occurring on April 26, 2019 and the other installments vesting on April 26 of the subsequent three years.
|
(9)
|
One quarter (1/4) of the shares of the common stock subject to the stock option award vested on the one-year anniversary of January 5, 2018, and an additional one forty-eighth (1/48) of the total shares subject to the option award is scheduled to vest in 36 successive, equal, monthly installments thereafter, subject to continued service with us through each applicable vesting date.
|
|
Annual Cash
Retainer
($)
|
||
Annual retainer
|
30,000
|
|
|
Additional retainer for audit committee chair
|
20,000
|
|
|
Additional retainer for audit committee member
|
7,500
|
|
|
Additional retainer for compensation committee chair
|
12,000
|
|
|
Additional retainer for compensation committee member
|
5,000
|
|
|
Additional retainer for nominating and governance committee chair
|
7,500
|
|
|
Additional retainer for nominating and governance committee member
|
3,500
|
|
|
Additional retainer for non-executive chairman of the board of directors(1)
|
30,000
|
|
|
Additional retainer for independent lead director
|
15,000
|
|
|
(1)
|
The non-executive chairman of the board position is currently unfilled as such no payment was made in relation to this position in 2018.
|
Name
|
Fees Earned or Paid in Cash ($)
|
Stock Awards ($)(1)(2)
|
Total ($)
|
Peter Y. Chung
|
46,734
|
149,997
|
196,731
|
Alan S. Henricks
|
58,500
|
149,997
|
208,497
|
Phillip J. Salsbury
|
65,000
|
149,997
|
214,997
|
Tor R. Braham
|
35,916
|
312,496
|
348,412
|
(1)
|
The aggregate number of shares of our common stock subject to option awards and stock awards outstanding at December 31, 2018, for each non-employee director is as follows:
|
Name
|
|
Aggregate Number
of Shares Subject to Option Awards
Outstanding at
December 31, 2018
(#)
|
|
Aggregate Number
of Shares Subject to Stock Awards
Outstanding at
December 31, 2018
(#)
|
|||
Peter Y. Chung
|
|
—
|
|
|
|
23,112
|
|
Alan S. Henricks
|
|
30,000
|
|
|
|
23,112
|
|
Phillip J. Salsbury
|
|
—
|
|
|
|
23,112
|
|
Tor R. Braham
|
|
|
|
|
48,097
|
|
(2)
|
The amount reported in the Stock Awards column is the aggregate grant date fair value of the stock award, computed in accordance with equity compensation provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. As required by the rules of the SEC, the amount shown excludes the impact of estimated forfeitures related to service-based vesting conditions. Note that the amount reported in this column does not correspond to the actual economic value that may be received by the director from the award.
|
Plan Category
|
|
(a) Number of Securities to be Issued
Upon Exercise of Outstanding Options,
Warrants and Rights
|
|
(b) Weighted Average
Exercise Price of
Outstanding
Options, Warrants
and Rights
|
|
(c) Number of
Securities
Remaining
Available for
Future Issuance
Under Equity
Compensation Plans(1)
(Excluding
Securities
Reflected in
Column (a))
|
Equity compensation plans approved by stockholders
|
|
10,647,879
|
|
$5.19
|
|
11,906,198
|
Equity compensation plans not approved by stockholders
|
|
—
|
|
—
|
|
—
|
Total
|
|
10,647,879
|
|
$5.19
|
|
11,906,198
|
(1)
|
Our 2014 Equity Incentive Plan (the “2014 Plan”) provides that the number of shares of our common stock (“Shares”) available for issuance under the 2014 Plan will be increased on the first day of each fiscal year in an amount equal to the least of (i) 8,000,000 Shares, (ii) five percent (5%) of the outstanding Shares on the last day of the immediately preceding fiscal year or (iii) such number of Shares determined by our board of directors; provided, however, that such determination under clause (iii) will be made no later than the last day of the immediately preceding fiscal year.
|
•
|
each of our directors and nominees for director;
|
•
|
each of our NEOs;
|
•
|
all of our current directors and executive officers as a group; and
|
•
|
each person or group, who beneficially owned more than 5% of our common stock.
|
Name of Beneficial Owner
|
|
Number of
Shares
Beneficially
Owned
|
|
Percentage of
Shares
Beneficially
Owned
|
||
5% Stockholders:
|
|
|
|
|
||
Lee Chen(1)
|
|
10,056,954
|
|
|
13.38
|
%
|
Entities affiliated with Summit Partners, L.P.(2)
|
|
9,492,417
|
|
|
12.63
|
%
|
VIEX Capital Advisors, LLC(3)
|
|
4,881,326
|
|
|
6.49
|
%
|
Entities affiliated with Blackrock, Inc.(4)
|
|
4,707,826
|
|
|
6.26
|
%
|
AllianceBernstein L.P.(5)
|
|
3,701,644
|
|
|
5.04
|
%
|
|
|
|
|
|
|
|
NEOs and Directors:
|
|
|
|
|
||
Lee Chen(1)
|
|
10,056,954
|
|
|
13.38
|
%
|
Peter Y. Chung(2)
|
|
9,492,417
|
|
|
12.63
|
%
|
Phillip J. Salsbury
|
|
129,571
|
|
|
*
|
|
Chris White (6)
|
|
118,858
|
|
|
*
|
|
Tom Constantino(7)
|
|
103,185
|
|
|
*
|
|
Alan S. Henricks(8)
|
|
71,981
|
|
|
*
|
|
Tor R. Braham
|
|
36,639
|
|
|
*
|
|
All current executive officers and directors as a group (10 persons)(9)
|
|
21,491,079
|
|
|
28.58
|
%
|
*
|
Represents beneficial ownership of less than one percent (1%).
|
(1)
|
Includes (i) 9,827,423 shares of common stock held by Mr. Chen; and (ii) 3,200 shares of common stock held by the U/A DTD 07/25/2000 Lee Chen Family Trust, for which Mr. Chen serves as a trustee. Includes 229,531 shares issuable upon exercise of options exercisable within 60 days after March 31, 2019.
|
(2)
|
Includes (i) 6,873,136 shares of common stock held of record by Summit Partners Growth Equity Fund VIII-A, L.P.; (ii) 2,510,989 shares of common stock held of record by Summit Partners Growth Equity Fund VIII-B, L.P.; (iii) 40,186 shares of common stock held of record by Summit Investors I, LLC, (iv) 3,535 shares of common stock held of record by Summit Investors I (UK), L.P. and (v) 46,212 shares held in the name of Peter Y. Chung. Peter Y. Chung holds shares and any RSUs for the benefit of Summit Partners, L.P., which he has empowered to determine when the underlying shares will be sold and which is entitled to the proceeds of any such sales. Summit Partners, L.P. is the managing member of Summit Partners GE VIII, LLC, which is the general partner of Summit Partners GE VIII, L.P., which is the general partner of each of Summit Partners Growth Equity Fund VIII-A, L.P. and Summit Partners Growth Equity Fund VIII-B, L.P. Summit Master Company, LLC is the managing member of Summit Investors Management, LLC, which is the manager of Summit Investors I, LLC, and the general partner of Summit Investors I (UK), L.P. Summit Master Company, LLC, as the managing member of Summit Investors Management, LLC, has delegated investment decisions, including voting and dispositive power, to Summit Partners, L.P. and its Investment Committee. Summit Partners, L.P., through a two person Investment Committee currently composed of Martin J. Mannion and Peter Y. Chung, has voting and dispositive authority over the shares held by each of these entities and therefore may be deemed to beneficially owns such shares. In addition, Mr. Chung is a member of Summit Master Company, LLC. Each of the Summit entities mentioned herein, Summit Partners, L.P., Summit Master Company, LLC, Mr. Mannion and Mr. Chung disclaim beneficial ownership of the shares of common stock and any RSUs in each case, to the extent of it or his pecuniary interest therein. The address for each of these entities and persons is 222 Berkeley Street, 18th Floor, Boston, MA 02116.
|
(3)
|
A Schedule 13F-HR was filed with the SEC on February 14, 2019 by VIEX Capital Advisors, LLC (“VIEX Capital”), and Eric Singer, as managing member, 825 Third Avenue, 33rd Floor, New York, NY 10022. This Schedule 13F-HR reports that VIEX Capital has sole voting power with respect to 4,881,326 shares and sole dispositive power with respect to 4,881,326 shares beneficially owned as of December 31, 2018.
|
(4)
|
A Schedule 13G/A was filed with the SEC on February 4, 2019 by BlackRock, Inc. (“BlackRock”), 55 East 52nd Street, New York, NY 10055. BlackRock is a parent holding company with the following subsidiaries who are also beneficial owners: BlackRock International Limited, BlackRock Advisors, LLC, BlackRock Investment Management (UK) Limited, BlackRock Asset Management Canada Limited, BlackRock (Netherlands) B.V., BlackRock Fund Advisor, BlackRock Asset Management Ireland Limited, BlackRock Institutional Trust Company, National Association, BlackRock Financial Management, Inc., BlackRock Japan Co., Ltd., BlackRock Investment Management, LLC. This Schedule 13G/A reports that BlackRock has sole voting power with respect to 4,281,504 shares and sole dispositive power with respect to 4,707,826 shares beneficially owned as of December 31, 2018.
|
(5)
|
A Schedule 13GA was filed with the SEC on February 13, 2019 by AllianceBernstein L.P. (“AllianceBernstein”), 1345 Avenue of the Americas, New York, NY 10105. This Schedule 13G/A reports that AllianceBernstein has sole voting power with respect to 2,949,515 shares and sole dispositive power with respect to 3,792,644 shares beneficially owned as of December 31, 2018.
|
(6)
|
Includes 105,580 shares issuable upon exercise of options exercisable within 60 days after March 31, 2019.
|
(7)
|
Includes 64,687 shares issuable upon exercise of options exercisable within 60 days after March 31, 2019. Also includes 10,034 RSUs that are scheduled to vest on June 26, 2019 and will be settled by delivery of an equal number of shares of common stock (including a number of shares which will be automatically sold on Mr. Constantino’s behalf to cover taxes on such RSU release, pursuant to the terms of the RSU Agreement related to such shares).
|
(8)
|
Includes 30,000 shares issuable upon exercise of options exercisable within 60 days after March 31, 2019.
|
(9)
|
Includes 1,325,608 shares issuable upon exercise of options held by our current executive officers and directors exercisable within 60 days after March 31, 2019 and 30,341 shares issuable pursuant to RSUs that are subject to vesting conditions expected to occur within 60 days of March 31, 2019 held by our current executive officers and directors.
|
•
|
the amounts involved exceeded or will exceed $120,000; and
|
•
|
any of our directors, nominees for director, executive officers or holders of more than 5% of our outstanding capital stock, or any immediate family member of, or person sharing the household with any of these individuals or entities, had or will have a direct or indirect material interest.
|
|
2018
|
|
2017
|
||||||
Audit Fees(1)
|
$
|
1,504,610
|
|
|
$
|
2,344,465
|
|
||
Audit-Related Fees(2)
|
—
|
|
|
159,771
|
|
||||
Tax Fees(3)
|
12,500
|
|
|
—
|
|
||||
All Other Fees(4)
|
—
|
|
|
—
|
|
||||
Total Fees
|
$
|
1,517,110
|
|
|
$
|
2,504,236
|
|
(1)
|
Audit Fees consist of professional services rendered in connection with the audit of our annual consolidated financial statements, including audited financial statements presented in our Annual Report on Form 10-K and services that are normally provided by the independent registered public accountants in connection with statutory and regulatory filings or engagements for those fiscal years.
|
(2)
|
Audit-Related Fees consist of fees for professional services for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under “Audit Fees.” These services include accounting consultations concerning financial accounting and reporting standards.
|
(3)
|
Tax Fees consist of fees for professional services for tax compliance, tax advice and tax planning. These services include assistance regarding federal, state and international tax compliance.
|
(4)
|
All Other Fees consist of permitted services other than those that meet the criteria above.
|
(a)
|
All other documents and schedules have been omitted as they are not applicable to this Amendment.
|
3.
|
Exhibits:
|
|
The documents listed in the Exhibit Index of this Annual Report on Form 10-K/A are incorporated by reference or are filed with this report, in each case as indicated therein (numbered in accordance with Item 601 of Regulation S-K).
|
Exhibit
Number |
|
|
|
Incorporated By Reference
|
|
|
||||||
|
Description
|
|
Form
|
|
SEC File No.
|
|
Exhibit Number
|
|
Filing Date
|
|
Filed Herewith
|
|
3.1
|
|
|
8-K
|
|
001-36343
|
|
3.2
|
|
November 9, 2018
|
|
|
|
3.2
|
|
|
S-1/A
|
|
333-194015
|
|
3.2
|
|
March 10, 2014
|
|
|
|
3.3
|
|
|
8-K
|
|
001-36343
|
|
3.2
|
|
November 9, 2018
|
|
|
|
3.4
|
|
|
8-K
|
|
001-36343
|
|
3.2
|
|
January 8, 2019
|
|
|
|
4.1
|
|
|
S-1/A
|
|
333-194015
|
|
4.1
|
|
March 10, 2014
|
|
|
|
4.2
|
|
|
S-1/A
|
|
333-194015
|
|
4.2
|
|
March 10, 2014
|
|
|
|
10.1*
|
|
|
S-1/A
|
|
333-194015
|
|
10.1
|
|
March 10, 2014
|
|
|
|
10.2*
|
|
|
10-Q
|
|
001-36343
|
|
10.2
|
|
May 13, 2014
|
|
|
|
10.3*
|
|
|
10-Q
|
|
001-36343
|
|
10.1
|
|
August 6, 2015
|
|
|
|
10.4*
|
|
|
|
|
|
|
|
|
|
|
|
|
10.5*
|
|
|
S-1/A
|
|
333-194015
|
|
10.5
|
|
March 10, 2014
|
|
|
|
10.6*
|
|
|
10-Q
|
|
001-36343
|
|
10.2
|
|
August 4, 2014
|
|
|
|
10.7*
|
|
|
10-Q
|
|
001-36343
|
|
10.3
|
|
August 4, 2014
|
|
|
|
10.8*
|
|
|
10-Q
|
|
001-36343
|
|
10.4
|
|
August 4, 2014
|
|
|
|
10.9*
|
|
|
10-Q
|
|
001-36343
|
|
10.5
|
|
August 4, 2014
|
|
|
|
10.10*
|
|
|
S-1/A
|
|
333-194015
|
|
10.6
|
|
March 10, 2014
|
|
|
|
10.11*
|
|
|
S-1/A
|
|
333-194015
|
|
10.7
|
|
March 10, 2014
|
|
|
|
10.12*
|
|
|
S-1/A
|
|
333-194015
|
|
10.9
|
|
March 10, 2014
|
|
|
|
10.13
|
|
|
S-1/A
|
|
333-194015
|
|
10.12
|
|
February 18, 2014
|
|
|
|
10.14
|
|
|
S-1/A
|
|
333-194015
|
|
10.13
|
|
February 18, 2014
|
|
|
|
10.15
|
|
|
S-1/A
|
|
333-194015
|
|
10.14
|
|
February 18, 2014
|
|
|
Exhibit
Number |
|
|
|
Incorporated By Reference
|
|
|
||||||
|
Description
|
|
Form
|
|
SEC File No.
|
|
Exhibit Number
|
|
Filing Date
|
|
Filed Herewith
|
|
10.16
|
|
|
S-1/A
|
|
333-194015
|
|
10.15
|
|
February 18, 2014
|
|
|
|
10.17
|
|
|
S-1/A
|
|
333-194015
|
|
10.16
|
|
February 18, 2014
|
|
|
|
10.18
|
|
|
S-1/A
|
|
333-194015
|
|
10.17
|
|
February 18, 2014
|
|
|
|
10.19
|
|
|
S-1/A
|
|
333-194015
|
|
10.18
|
|
February 18, 2014
|
|
|
|
10.20
|
|
|
S-1/A
|
|
333-194015
|
|
10.19
|
|
February 18, 2014
|
|
|
|
10.21
|
|
|
S-1/A
|
|
333-194015
|
|
10.20
|
|
February 18, 2014
|
|
|
|
10.22
|
|
|
10-Q
|
|
001-36343
|
|
10.1
|
|
August 4, 2014
|
|
|
|
10.23
|
|
|
S-1/A
|
|
333-194015
|
|
10.21
|
|
February 18, 2014
|
|
|
|
10.24
|
|
|
S-1/A
|
|
333-194015
|
|
10.22
|
|
February 18, 2014
|
|
|
|
10.25
|
|
|
S-1/A
|
|
333-194015
|
|
10.23
|
|
February 18, 2014
|
|
|
|
10.26
|
|
|
10-K
|
|
001-36343
|
|
10.31
|
|
March 11, 2015
|
|
|
|
10.27*
|
|
|
S-1/A
|
|
333-194015
|
|
10.25
|
|
March 10, 2014
|
|
|
|
10.28*
|
|
|
10-K
|
|
001-6343
|
|
10.32
|
|
March 1, 2016
|
|
|
|
10.29
|
|
|
10-Q
|
|
001-36343
|
|
10.2
|
|
September 24, 2018
|
|
|
|
10.30
|
|
|
10-Q
|
|
001-36343
|
|
10.1
|
|
November 3, 2016
|
|
|
|
10.31*
|
|
|
10-Q
|
|
001-36343
|
|
10.1
|
|
May 5, 2017
|
|
|
|
10.32*
|
|
|
10-Q
|
|
001-36343
|
|
10.1
|
|
August 3, 2017
|
|
|
|
10.33*
|
|
|
|
|
|
|
|
|
|
|
|
|
10.34*
|
|
|
10-K
|
|
001-36343
|
|
10.33
|
|
August 29, 2018
|
|
|
|
10.35*
|
|
|
|
8-K
|
|
001-36343
|
|
10.1
|
|
March 16, 2018
|
|
|
21.1
|
|
|
|
|
|
|
|
|
|
|
|
|
31.1
|
|
|
|
|
|
|
|
|
|
|
X
|
|
31.2
|
|
|
|
|
|
|
|
|
|
|
X
|
|
32.1 **
|
|
|
|
|
|
|
|
|
|
|
|
|
32.2 **
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit
Number |
|
|
|
Incorporated By Reference
|
|
|
||||||
|
Description
|
|
Form
|
|
SEC File No.
|
|
Exhibit Number
|
|
Filing Date
|
|
Filed Herewith
|
|
101.INS
|
|
XBRL Instance Document.
+
|
|
|
|
|
|
|
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document.
+
|
|
|
|
|
|
|
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document. +
|
|
|
|
|
|
|
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
+
|
|
|
|
|
|
|
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document.
+
|
|
|
|
|
|
|
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
+
|
|
|
|
|
|
|
|
|
|
|
*
|
Indicates a management contract or compensatory plan.
|
**
|
The certifications attached as Exhibit 32.1 and 32.2 that accompany this Annual Report on Form 10‑K/A are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of A10 Networks, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10‑K/A, irrespective of any general incorporation language contained in such filing.
|
+
|
These exhibits were previously included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, filed with the Securities and Exchange Commission on March 18, 2019.
|
|
A10 NETWORKS, INC.
|
|
|
Date: April 25, 2019
|
By: /s/ Lee Chen
|
||
|
Lee Chen
|
||
|
Chief Executive Officer and President
(Principal Executive Officer)
|
|
||||
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Lee Chen
|
|
Chief Executive Officer, President and Chairman of the Board
|
|
April 25, 2019
|
Lee Chen
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ Tom Constantino
|
|
Chief Financial Officer
|
|
April 25, 2019
|
Tom Constantino
|
|
(Principal Financial and Accounting Officer)
|
|
|
|
|
|
|
|
/s/ Peter Y. Chung
|
|
Director
|
|
April 25, 2019
|
Peter Y. Chung
|
|
|
|
|
|
|
|
|
|
/s/ Alan S. Henricks
|
|
Director
|
|
April 25, 2019
|
Alan S. Henricks
|
|
|
|
|
|
|
|
|
|
/s/ Phillip J. Salsbury
|
|
Director
|
|
April 25, 2019
|
Phillip J. Salsbury
|
|
|
|
|
|
|
|
|
|
/s/ Tor R. Braham
|
|
Director
|
|
April 25, 2019
|
Tor R. Braham
|
|
|
|
|
1 Year A10 Networks Chart |
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