SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
A10 Networks, Inc.
(Name of Subject Company (Issuer) and Filing Person (Offeror))
Options to Purchase Common Stock, $0.00001 par value
(Title of Class of Securities)
(CUSIP Number of Class of Securities Underlying Common Stock)
President and Chief Executive Officer
A10 Networks, Inc.
3 West Plumeria Drive,
San Jose, CA 95134
(Name, address and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)
Herbert P. Fockler
Mark B. Baudler
Wilson Sonsini Goodrich & Rosati
650 Page Mill Road
Palo Alto, CA 94304
CALCULATION OF FILING FEE
|Amount of Filing Fee
|A filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the commencement of a tender offer.
|Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
|Amount Previously Paid: Not applicable.
|Filing party: Not applicable.
|Form or Registration No.: Not applicable.
|Date filed: Not applicable.
|Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
|third party tender offer subject to Rule 14d-1.
|issuer tender offer subject to Rule 13e-4.
|going-private transaction subject to Rule 13e-3.
|amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨
On April 14, 2015, A10 Networks, Inc. (the Company) filed a Preliminary Proxy Statement for the Annual Meeting of Stockholders to be held on June 10, 2015 (the Proxy Statement), which, among other things, contains a proposal to be submitted to the Companys stockholders to approve a one-time option exchange program (the Option Exchange Program) pursuant to which employees of the Company (excluding executives and directors) who hold certain options to purchase shares of the Companys common stock (such options, eligible options) will be given the opportunity to exchange such eligible options for restricted stock units.
The attached written communication (the Email) was disseminated by the Company on the afternoon of April 20, 2015 in connection with the proposed Option Exchange Program.
The attached Email does not constitute an offer to holders of eligible options to exchange such options. The Option Exchange Program described in the Proxy Statement and the Email has not yet commenced. The Option Exchange Program will commence, if at all, only if stockholders approve the Option Exchange Program and the amendments to certain of the Companys equity plans to facilitate the Option Exchange Program. Even if the requisite stockholder approval is obtained, the Company may still decide later not to implement the Option Exchange Program. Persons who are eligible to participate in the Option Exchange Program should read the Tender Offer Statement on Schedule TO and other related materials when those materials become available because they will contain important information about the Option Exchange Program. The Company will file the Tender Offer Statement on Schedule TO with the Securities and Exchange Commission (the SEC) upon the commencement of the Option Exchange Program. The Companys stockholders and option holders will be able to obtain these written materials and other documents filed by the Company with the SEC free of charge from the SECs website at www.sec.gov. Eligible holders of the Companys options may obtain a written copy of the tender offer documents free of charge, when available, by contacting Investor Relations at A10 Networks, Inc., 3 West Plumeria Dr., San Jose, CA 95134.
|E-mail to Employees from Greg Straughn, disseminated on the afternoon of April 20, 2015.