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):
November 15, 2006
EXTREME NETWORKS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 000-25711 | 77-0430270 | ||
| (State or other jurisdiction of incorporation) |
(Commission File No.) | (I.R.S. Employer Identification No.) |
3585 Monroe Street
Santa Clara, California 95051
(Address of principal executive offices)
Registrant’s telephone number, including area code:
(408) 579-2800
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 (see General Instruction A.2. below):
| ¨ | 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On November 15, 2006, Extreme Networks, Inc. (the “Company”) received a written Staff Determination notice from the Nasdaq Stock Market stating that the Company is not in compliance with Nasdaq’s Marketplace Rule 4310(c)(14) because it did not timely file its report on Form 10-Q for the quarter ended October 1, 2006 and, therefore, that its common stock is subject to delisting from The Nasdaq Global Market (the “10-Q Determination”). The Company issued a press release on November 16, 2006, disclosing its receipt of this notice from Nasdaq. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
On November 10, 2006, the Company filed Form 12b-25 with the Securities and Exchange Commission relating to the late filing of its Form 10-Q report. The information in the Company’s Form 12b-25 is incorporated by reference herein.
As previously disclosed in a press release and on a Current Report on Form 8-K, each dated as of September 27, 2006, the Company had received a Nasdaq Staff Determination stating that the Company is not in compliance with Marketplace Rule 4310(c)(14) because it did not timely file its Form 10-K report and, therefore, that its common stock is subject to delisting from The Nasdaq Global Market (the “10-K Determination”). In response to the 10-K Determination, the Company requested a hearing before a Nasdaq Listing Qualifications Panel to review the 10-K Determination, which hearing occurred on November 9, 2006. During the hearing, the Company requested that the panel consider the 10-Q Determination simultaneously with the 10-K Determination. There can be no assurance that the panel will grant the Company’s request for continued listing with respect to the 10-K Determination or the 10-Q Determination. Pending a decision by the hearing panel, the Company’s common stock will continue to be traded on Nasdaq.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release dated November 16, 2006. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: November 16, 2006
| EXTREME NETWORKS, INC. | ||
| By: | /s/ Michael J. Palu | |
| Michael J. Palu | ||
| Vice President, Corporate Controller, Acting Chief Financial Officer | ||
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Exhibit 99.1
FOR IMMEDIATE RELEASE
For more information, contact:
Extreme Networks Public Relations
Gregory Cross
408/579-3483
gcross@extremenetworks.com
EXTREME NETWORKS, INC. RECEIVES NASDAQ NOTICE
REGARDING DELAYED FILING OF FORM 10-Q
Company to Request Hearing
SANTA CLARA, Calif. – Nov. 16, 2006 – Extreme Networks, Inc. (Nasdaq: EXTR) (the “Company”) announced that on November 15, 2006 it received a Nasdaq Staff Determination stating that the Company is not in compliance with Marketplace Rule 4310(c)(14) because it did not timely file its report on Form 10-Q for the quarter ended October 1, 2006 and, therefore, that its common stock is subject to delisting from The Nasdaq Global Market (the “10-Q Determination”).
As a result of the Company’s previously-announced ongoing investigation by a special committee of its Board of Directors of the Company’s historical practices for stock option grants and the accounting for option grants, the Company has delayed filing its Form 10-Q for the quarter ended October 1, 2006. If the committee’s review identifies any errors in the measurement date associated with stock option grants, adjustments to present and previously reported financial statements could be required.
The Company also has delayed filing its Form 10-K for the fiscal year ended July 2, 2006, pending the completion of the investigation by the special committee. The Company plans to file its Form 10-K report and its Form 10-Q report as soon as practicable following the conclusion of the special committee investigation.
As it previously disclosed in a press release on September 27, 2006, the Company had received a Nasdaq Staff Determination stating that the Company is not in compliance with Marketplace Rule 4310(c)(14) because it did not timely file its Form 10-K report and, therefore, that its common stock is subject to delisting from The Nasdaq Global Market (the “10-K Determination”). In response to the 10-K Determination, the Company requested a hearing before a Nasdaq Listing Qualifications Panel to review the 10-K Determination, which hearing occurred on November 9, 2006. During the hearing, the Company requested that the panel consider the 10-Q Determination simultaneously with the 10-K Determination. Delisting will be stayed pending a decision by the hearing panel. There can be no assurance that the panel will grant the Company’s request for continued listing with respect to the 10-K Determination or the 10-Q Determination.
About Extreme Networks, Inc.
Extreme Networks designs, builds, and installs Ethernet infrastructure solutions that solve the toughest business communications challenges. Our commitment to open networking sets us apart from the alternatives by delivering meaningful insight and unprecedented control to applications
and services. We believe openness is the best foundation for growth, freedom, flexibility, and choice. We focus on enterprises and service providers who demand high performance, converged networks that support voice, video and data, over a wired and wireless infrastructure.
Forward Looking Statements
This press release contains forward-looking statements regarding the Company’s plans to request a hearing with Nasdaq. These forward looking statements are subject to risks and uncertainties, and actual results could differ materially from those projected. These risks and uncertainties include, but are not limited to, the timing and results of the review by the special committee; the timing and outcome of the Nasdaq hearing; the impact of any actions that may be required or taken as a result of such review or the Nasdaq hearing and review process. Information regarding other risks and uncertainties can be found in the Company’s most recently filed annual report on Form 10-K and other filings that have been made with the SEC.
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Extreme Networks is a registered trademark of Extreme Networks, Inc. in the United States and/or other countries.