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 22, 2010
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) |
| x | 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 8.01 | Other Events |
On July 22, 2010, Extreme Networks, Inc. (“Extreme Networks”) issued a press release announcing that it has received from Ramius Value and Opportunity Master Fund Ltd. (“Ramius”) a notice of intention to nominate two candidates for election to Extreme Networks’ seven-person board at the 2010 annual meeting of Extreme Networks stockholders. In addition, Ramius submitted a non-binding proposal requesting that Extreme Networks’ board take the necessary steps to declassify the board and require that all directors be elected annually.
A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated by reference herein in its entirety.
Important Information/ Solicitation Participants Legend
Extreme Networks, Inc. will file a proxy statement in connection with its 2010 annual meeting of stockholders and advises its stockholders to read that proxy statement when it becomes available because it will contain important information. Stockholders will be able to obtain a free copy of that proxy statement and other documents (when available) that Extreme Networks files with the Securities and Exchange Commission at the Commission’s website at www.sec.gov. That proxy statement and these other documents will also be available free of charge by directing a request to Extreme Networks, Inc., Attn: Investor Relations, 3585 Monroe Street, Santa Clara, California 95051, or from Extreme Networks at www.extremenetworks.com.
Extreme Networks, its directors and named executive officers may be deemed to be participants in the solicitation of proxies from the Extreme Networks stockholders in connection with the 2010 annual meeting. Stockholders may obtain information regarding the names, affiliations and interests of such individuals in Extreme Networks’ proxy statement filed on November 12, 2009 for the 2009 annual meeting of stockholders. To the extent that holdings of Extreme Networks securities on the part of those individuals have changed since the date of that proxy statement, those changes have been reflected on Statements of Changes in Ownership on Forms 3 or 4 filed with the Securities and Exchange Commission. More current information regarding the interests of the directors and named executive officers of Extreme Networks will be contained in the proxy statement referred to in the preceding paragraph.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
99.1 Press Release dated July 22, 2010.
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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 22, 2010
| EXTREME NETWORKS, INC. | ||
| By: | /S/ BOB L. COREY | |
| Bob L. Corey | ||
| Acting President and Chief Executive Officer Senior Vice President and Chief Financial Officer | ||
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Exhibit Index
| Exhibit |
Description | |
| 99.1 |
Press release dated July 22, 2010. | |
4
Exhibit 99.1
Extreme Networks Comments on Recent SEC 13D Filing
SANTA CLARA, Calif., July 22, /PRNewswire-FirstCall/ — Extreme Networks, Inc. (Nasdaq: EXTR) announced today that it has received a notice from Ramius Value and Opportunity Master Fund nominating two candidates for election to Extreme Networks Board at the 2010 annual meeting of Extreme Networks stockholders. In addition, Ramius submitted a non-binding proposal requesting that Extreme Networks Board take the necessary steps to declassify the board and require that all directors be elected annually.
Extreme Networks also stated that it was aware of the Schedule 13D/A filing with the Securities and Exchange Commission relating to the nomination notice and the declassification proposal.
Gordon Stitt, Chairman of Extreme Networks Board of Directors, commented, “The Board of Directors is very active and focused on increasing stockholder value for all of our stockholders. We will consider stockholder input, including these proposals, in this context and in accordance with our corporate governance policy.”
Extreme Networks noted that its stockholders are not being asked to grant any proxies or take any action at this time with respect to the election of directors or any other matter that may be submitted for a stockholder vote. Extreme Networks will announce the scheduled date of the annual meeting after it has been set.
Extreme Networks, Inc.
Extreme Networks provides converged Ethernet network infrastructure that support data, voice and video for enterprises and service providers. Extreme Networks’ network solutions feature high performance, high availability and scalable switching solutions that enable organizations to address real-world communications challenges and opportunities. Operating in more than 50 countries, Extreme Networks provides wired and wireless secure LANs, data center infrastructure and Service Provider Ethernet transport solutions that are complemented by global, 24x7 service and support. For more information, visit: http://www.extremenetworks.com
Extreme Networks is either a registered trademark or trademark of Extreme Networks, Inc. within the United States and other countries.
Forward-Looking Statements
This press release contains forward-looking statements. . You are urged to consider statements that include the words “may,” “will,” “would,” “could,” “should,” “might,” “believes,” “estimates,” “projects,” “potential,” “expects,” “plans,” “anticipates,” “intends,” “continues,” “forecast,” “designed,” “goal,” or the negative of those words or other comparable words to be uncertain and forward-looking. These statements are subject to risks and uncertainties that are difficult to predict and actual outcomes may differ materially.
Important Information/ Solicitation Participants Legend
Extreme Networks, Inc. will file a proxy statement in connection with its 2010 annual meeting of stockholders and advises its stockholders to read that proxy statement when it becomes available because it will contain important information. Stockholders will be able to obtain a free copy of that proxy statement and other documents (when available) that Extreme files with the Securities and Exchange Commission at the Commission’s website at www.sec.gov. That proxy statement and these other documents will also be available free of charge by directing a request to Investor Relations at 3585 Monroe Street, Santa Clara, CA 95051, or from Extreme at www.extremenetworks.com.
CONTACT: Extreme Networks, Inc. Investor Relations, +1-408-579-3030, investor_relations@extremenetworks.com, or Public Relations, +1-408-579-3483, gcross@extremenetworks.com