NETGEAR, INC. (NASDAQ:NTGR) Files An 8-K Other Events
Item 8.01 Other Events.
On December 18, 2018, NETGEAR issued a press release announcing that it had determined the final distribution ratio relating to its previously announced distribution (the “Distribution”) of 62,500,000 shares of common stock of Arlo Technologies, Inc. (“Arlo”) owned by NETGEAR. The Distribution is expected to be made as of 5:00 p.m., New York City time, on December 31, 2018 to NETGEAR stockholders of record as of the close of business on December 17, 2018 (the “Record Date”). After the completion of the Distribution, NETGEAR will no longer own any shares of Arlo common stock. A copy of the press release announcing the final distribution ratio is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The Distribution will take place in the form of a pro rata common stock dividend to each NETGEAR stockholder of record on the Record Date. As of the Record Date, NETGEAR had 31,560,939 shares of common stock outstanding. Accordingly, based on such number, NETGEAR stockholders will receive 1.980295 shares of Arlo common stock for every share of NETGEAR common stock held as of the Record Date. The final distribution ratio was calculated by dividing the 62,500,000 shares of Arlo common stock to be distributed by the number of shares of NETGEAR common stock currently outstanding as of the Record Date. No fractional shares of Arlo common stock will be distributed. Instead, NETGEAR stockholders will receive cash in lieu of any fraction of a share of Arlo common stock that they otherwise would have received.
In connection with the Distribution, on December 18, 2018, NETGEAR mailed an information statement (the “Information Statement”) to its stockholders as of the Record Date. The Information Statement contains a description of Arlo, the terms of the Distribution and certain U.S. federal income tax consequences of the Distribution. The Information Statement is attached as Exhibit 99.2 to this Current Report on Form 8-K.
Item 9.01Financial Statements and Exhibits.
(d) Exhibits
Safe Harbor Statement.
This Current Report on Form 8-K contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. The words “anticipate,” “expect,” “believe,” “will,” “may,” “should,” “estimate,” “project,” “outlook,” “forecast” or other similar words are used to identify such forward-looking statements. However, the absence of these words does not mean that the statements are not forward-looking. The forward-looking statements represent NETGEAR’s expectations or beliefs concerning future events based on information available at the time such statements were made. These statements are based on management’s current expectations and are subject to certain risks and uncertainties, including, among others, market conditions and unforeseen regulatory issues. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. Therefore, actual outcomes and results may differ materially from what is expressed or forecast in such forward-looking statements. Further information on potential risk factors that could affect NETGEAR and its business are detailed in NETGEAR’s filings with the Securities and Exchange Commission. Given these circumstances, you should not place undue reliance on these forward-looking statements. NETGEAR undertakes no obligation to release publicly any revisions to any forward-looking statements contained
herein to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, except as required by law.
NETGEAR, INC Exhibit
EX-99.1 2 ntgrexhibits991distributio.htm PRESS RELEASE Exhibit NETGEAR Announces Distribution Ratio for Special Stock Dividend to StockholdersSan Jose,…
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About NETGEAR, INC. (NASDAQ:NTGR)
NETGEAR, Inc. is a global networking company. The Company’s product line consists of devices, such as network attached storage, Internet protocol security cameras, and home automation devices and services. Its segments include retail, commercial and service provider. The retail business unit consists of home networking, home video security, storage and digital media products. The commercial business unit consists of business networking, storage and security solutions. The service provider business unit consists of whole home networking hardware and software solutions, as well as fourth-generation long term evolution hotspots sold to service providers for sale to their subscribers. It has operations in the Americas, Europe, Middle-East and Africa, and Asia Pacific. The Company sells its products through multiple sales channels, including traditional retailers, online retailers, wholesale distributors, direct market resellers, value-added resellers and broadband service providers.