0001223862-16-000062.txt : 20160208 0001223862-16-000062.hdr.sgml : 20160208 20160208161344 ACCESSION NUMBER: 0001223862-16-000062 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160206 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20160208 DATE AS OF CHANGE: 20160208 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INFOBLOX INC CENTRAL INDEX KEY: 0001223862 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 200062867 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35507 FILM NUMBER: 161395825 BUSINESS ADDRESS: STREET 1: 3111 CORONADO DRIVE CITY: SANTA CLARA STATE: CA ZIP: 95054 BUSINESS PHONE: 408-986-4000 MAIL ADDRESS: STREET 1: 3111 CORONADO DRIVE CITY: SANTA CLARA STATE: CA ZIP: 95054 8-K 1 form8-kxiidacquisition.htm FORM 8-K-BUSINESS ACQUISITION 8-K


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
February 6, 2016
Date of Report (Date of earliest event reported)
 
INFOBLOX INC.
(Exact name of registrant as specified in its charter)
 
 
 
 
 
 
Delaware
 
001-35507
 
20-0062867
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
 
3111 Coronado Drive
Santa Clara,
 
95054
(Address of principal executive offices)
 
(Zip Code)
Registrant’s telephone number, including area code: (408) 986-4000
 
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 1.01. Entry into a Material Definitive Agreement.

On February 6, 2016, Infoblox Inc. (“Infoblox” or the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with IID Security, Inc., a Delaware corporation (“IID”), Niners Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), and Shareholder Representative Services LLC, as the stockholders agent. On February 8, 2016, the Company consummated the acquisition of IID pursuant to the Merger Agreement (the “Acquisition”) and IID became a wholly owned subsidiary of Infoblox.
Pursuant to the terms of the Merger Agreement, all outstanding shares of IID capital stock and vested options or warrants to purchase IID capital stock have been cancelled in exchange for an aggregate of $45 million in cash, subject to certain adjustments. A portion of the aggregate consideration will be subject to a holdback to secure the indemnification obligations of IID securityholders. The Merger Agreement contains customary representations, warranties and covenants by Infoblox and IID.
The foregoing summary of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, which will be filed as an Exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended January 31, 2016.







SIGNATURE
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.
 
 
 
 
 
 
 
 
 
 
INFOBLOX INC.
 
 
 
 
Date
February 8, 2016
 
By:
/s/ Janesh Moorjani
 
 
 
 
Janesh Moorjani
 
 
 
 
Chief Financial Officer