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):
July 2, 2007
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 July 2, 2007, Extreme Networks, Inc. (the “Company”) received a written notice from the Nasdaq Stock Market stating that the Nasdaq Listing and Hearing Review Council (the “Listing Council”), after consultation with the Nasdaq Listing Qualification staff, had determined that as of that date the Company had demonstrated compliance with all Nasdaq Marketplace Rules. The Company previously received Nasdaq Staff Determinations that the Company was not in compliance with Marketplace Rule 4310(c)(14) because it had not timely filed periodic reports with the SEC. Those filings were made on June 28, 2007. The notice received from the Nasdaq Stock Market on July 2, 2007 further stated that as of July 2, 2007, the matter was closed and the Company’s securities would continue to be listed on The Nasdaq Global Market.
On July 3, 2007, the Company received a further Staff Determination notice from the Nasdaq Stock Market stating that the Company is not in compliance with Nasdaq’s Marketplace Rule 4350(e) due to a failure by the Company to hold its annual meeting of shareholders within the time required by Rule 4350(e) and, therefore, that its common stock is again subject to delisting from The Nasdaq Global Market. In order to comply with this requirement, and as previously disclosed, the Company scheduled an annual meeting of shareholders for July 30, 2007, and filed its definitive proxy statement for that meeting on June 28, 2007. The Company will request a hearing before a Nasdaq Listing Qualifications Panel (the “Panel”) to review the Staff Determination. The Company intends to request that Nasdaq continue to list its shares until and through at least August 1, 2007 in order to allow the Company to complete its annual meeting of shareholders on July 30, 2007, at which time the Company expects that it will have returned to full compliance with all Nasdaq Marketplace Rules. There can be no certainty that the Panel will grant the Company’s request or that its shares will continue to be listed.
The Company issued a press release on July 9, 2007, disclosing its receipt of both notices from Nasdaq. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. |
Description | |
| 99.1 |
Press Release dated July 9, 2007. |
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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: July 9, 2007
| EXTREME NETWORKS, INC. | ||
| By: | /s/ Karen M. Rogge | |
| Karen M. Rogge | ||
| Senior Vice President and | ||
| 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
OF COMPLIANCE WITH RULES REGARDING SEC FILINGS; RECEIVES
FURTHER NASDAQ NOTICE REGARDING ANNUAL MEETING OF
SHAREHOLDERS
SANTA CLARA, Calif.; July 9, 2007 – Extreme Networks, Inc. (Nasdaq: EXTR) today announced that on July 2, 2007 it received a written notice from the Nasdaq Stock Market stating that the Nasdaq Listing and Hearing Review Council (the “Listing Council”), after consultation with the Nasdaq Listing Qualification staff, had determined that as of that date the Company had demonstrated compliance with all Nasdaq Marketplace Rules.
The Company previously received Nasdaq Staff Determinations that the Company was not in compliance with Marketplace Rule 4310(c)(14) because it had not timely filed periodic reports with the SEC. Those filings were made on June 28, 2007. The notice received from the Nasdaq Stock Market on July 2, 2007 further stated that as of July 2, 2007, the matter was closed and the Company’s securities would continue to be listed on The Nasdaq Global Market.
Extreme also announced that on July 3, 2007, the Company received a further Staff Determination notice from the Nasdaq Stock Market stating that the Company is not in compliance with Nasdaq’s Marketplace Rule 4350(e) due to a failure by the Company to hold its annual meeting of shareholders within the time required by Rule 4350(e) and, therefore, that its common stock is again subject to delisting from The Nasdaq Global Market. In order to comply with this requirement, and as previously disclosed, the Company scheduled its annual meeting of shareholders for July 30, 2007, and filed its definitive proxy statement for that meeting on June 28, 2007. The Company will request a hearing before a Nasdaq Listing Qualifications Panel (the “Panel”) to review the Staff Determination. The Company intends to request that Nasdaq continue to list its shares until and through at least August 1, 2007 in order to allow the Company to complete its annual meeting of shareholders on July 30, 2007, at which time the Company
expects that it will have returned to full compliance with all Nasdaq Marketplace Rules. There can be no certainty that the Panel will grant the Company’s request or that its shares will continue to be listed.
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.
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 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.