NETGEAR, INC. (NASDAQ:NTGR) Files An 8-K Other EventsItem 8.01 Other Events.
On November 29, 2018, NETGEAR, Inc. (“NETGEAR”) announced that the Board had declared a special stock dividend of NETGEAR’s remaining interest in Arlo Technologies, Inc. (“Arlo”) to NETGEAR’s stockholders. The distribution by NETGEAR of the special stock dividend (the “Distribution”) will be made on December 31, 2018 to all NETGEAR stockholders of record on December 17, 2018 (the “Record Date”), subject to certain customary conditions. After the completion of the Distribution, NETGEAR will no longer own any shares of Arlo common stock.
The Distribution will occur in the form of a pro rata common stock dividend to each NETGEAR stockholder of record on the Record Date. As of November 28, 2018, NETGEAR had approximately 31,530,784 shares of common stock outstanding. Based on such number, NETGEAR estimates that NETGEAR stockholders will receive approximately 1.98 shares of Arlo common stock for every share of NETGEAR common stock held as of the Record Date. The final distribution ratio will be determined based on the number of shares of NETGEAR common stock outstanding on 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.
A copy of the press release announcing the Board’s approval of the Distribution is furnished as Exhibit 99.1 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 ExhibitEX-99.1 2 ntgrexhibits991pressrelease.htm EXHIBIT 99.1 Exhibit NETGEAR Announces Declaration of a Special Stock Dividend to Spin-Off ArloSan Jose,…To view the full exhibit click here
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.