x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware | 20-1665019 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
Class A Common Stock, $0.000006 par value | The NASDAQ Stock Market LLC |
(Title of each class) | (Name of each exchange on which registered) |
Large accelerated filer | x | Accelerated filer | ¨ |
Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
Item 15. | Exhibits, Financial Statement Schedules |
Reports of Independent Registered Public Accounting Firm* |
Consolidated Balance Sheets* |
Consolidated Statements of Income* |
Consolidated Statements of Comprehensive Income* |
Consolidated Statements of Stockholders' Equity* |
Consolidated Statements of Cash Flows* |
Notes to Consolidated Financial Statements* |
* | Previously filed with our Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission on January 29, 2015, which is being amended hereby. |
FACEBOOK, INC. | |||
Date: | February 13, 2015 | /s/ David M. Wehner | |
David M. Wehner | |||
Chief Financial Officer | |||
Exhibit | Incorporated by Reference | Filed Herewith | ||||||||||
Number | Exhibit Description | Form | File No. | Exhibit | Filing Date | |||||||
2.1 | Agreement and Plan of Merger and Reorganization, dated February 19, 2014, among the Registrant, Rhodium Acquisition Sub II, Inc., Rhodium Merger Sub, Inc., WhatsApp Inc., and Fortis Advisors LLC. | 10-Q | 011-35551 | 2.1 | April 25, 2014 | |||||||
2.2 | Amended and Restated Agreement and Plan of Merger, dated April 21, 2014, among the Registrant, Inception Acquisition Sub, Inc., Inception Acquisition Sub II, LLC, Oculus VR, Inc., and Shareholder Representative Services LLC. | 10-Q | 011-35551 | 2.2 | April 25, 2014 | |||||||
3.1 | Restated Certificate of Incorporation. | 10-Q | 001-35551 | 3.1 | July 31, 2012 | |||||||
3.2 | Amended and Restated Bylaws. | 10-Q | 001-35551 | 3.2 | July 31, 2012 | |||||||
4.1 | Form of Class A Common Stock Certificate. | S-1 | 333-179287 | 4.1 | February 8, 2012 | |||||||
4.2 | Form of Class B Common Stock Certificate. | S-8 | 333-181566 | 4.4 | May 21, 2012 | |||||||
4.3 | Sixth Amended and Restated Investors' Rights Agreement, dated December 27, 2010, by and among Registrant and certain security holders of Registrant. | S-1 | 333-179287 | 4.2 | February 8, 2012 | |||||||
4.4 | Amendment No. 1 to Sixth Amended and Restated Investors' Rights Agreement, dated May 1, 2012, by and among Registrant and certain security holders of Registrant. | S-1 | 333-179287 | 4.2A | May 3, 2012 | |||||||
4.5 | Form of "Type 1" Holder Voting Agreement, between Registrant, Mark Zuckerberg, and certain parties thereto. | S-1 | 333-179287 | 4.3 | February 8, 2012 | |||||||
4.6 | Registration Rights Agreement, dated October 6, 2014, among the Registrant and the parties thereto. | S-3 | 333-199678 | 4.9 | October 29, 2014 | |||||||
10.1+ | Form of Indemnification Agreement. | S-1 | 333-179287 | 10.1 | February 8, 2012 | |||||||
10.2(A)+ | 2005 Stock Plan, as amended. | 10-K | 001-35551 | 10.2(A) | February 1, 2013 | |||||||
10.2(B)+ | 2005 Stock Plan forms of award agreements. | S-1 | 333-179287 | 10.2 | February 8, 2012 | |||||||
10.3(A)+ | 2012 Equity Incentive Plan, as amended. | 10-K | 001-35551 | 10.4(A) | February 1, 2013 | |||||||
10.3(B)+ | 2012 Equity Incentive Plan forms of award agreements. | 10-Q | 001-35551 | 10.2 | July 31, 2012 | |||||||
10.3(C)+* | 2012 Equity Incentive Plan forms of award agreements (Additional Forms). | |||||||||||
10.4+ | Form of Non-Plan Restricted Stock Unit Award Notice and Award Agreement | S-8 | 333-199172 | 99.1 | October 6, 2014 | |||||||
10.5+* | 2014 Bonus Plan. | |||||||||||
10.6+ | Amended and Restated Offer Letter, dated January 27, 2012, between Registrant and Mark Zuckerberg. | S-1 | 333-179287 | 10.6 | February 8, 2012 | |||||||
10.7+ | Amended and Restated Employment Agreement, dated January 27, 2012, between Registrant and Sheryl K. Sandberg. | S-1 | 333-179287 | 10.7 | February 8, 2012 | |||||||
10.8+* | Amended and Restated Offer Letter, dated May 2, 2014, between Registrant and Christopher Cox. | |||||||||||
10.9+ | Amended and Restated Offer Letter, dated January 27, 2012, between Registrant and Mike Schroepfer. | S-1 | 333-179287 | 10.9 | February 8, 2012 |
10.10+* | Offer Letter, dated August 25, 2014, between Registrant and David M. Wehner. | |||||||||||
10.11+ | Offer Letter, dated October 6, 2014, between Registrant and Jan Koum. | 10-Q | 001-35551 | 10.1 | October 30, 2014 | |||||||
10.12+ | Amended and Restated Offer Letter, dated January 27, 2012, between Registrant and David A. Ebersman. | S-1 | 333-179287 | 10.8 | February 8, 2012 | |||||||
10.13† | Lease, dated February 7, 2011, between Registrant and Wilson Menlo Park Campus, LLC. | S-1 | 333-179287 | 10.11 | February 8, 2012 | |||||||
10.14 | Credit Agreement, dated August 15, 2013, between Registrant, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent. | 8-K | 001-35551 | 10.1 | August 15, 2013 | |||||||
21.1* | List of subsidiaries. | |||||||||||
23.1 | Consent of Independent Registered Public Accounting Firm. | X | ||||||||||
31.1 | Certification of Mark Zuckerberg, Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | ||||||||||
31.2 | Certification of David M. Wehner, Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | ||||||||||
32.1** | Certification of Mark Zuckerberg, Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||||||||||
32.2** | Certification of David M. Wehner, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||||||||||
101.INS* | XBRL Instance Document. | |||||||||||
101.SCH* | XBRL Taxonomy Extension Schema Document. | |||||||||||
101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document. | |||||||||||
101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document. | |||||||||||
101.LAB* | XBRL Taxonomy Extension Labels Linkbase Document. | |||||||||||
101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document. |
(1) | Registration Statement (Form S-8 No. 333-186402) pertaining to the 2012 Equity Incentive Plan of Facebook, Inc., |
(2) | Registration Statement (Form S-8 No. 333-181566) pertaining to the 2005 Officers’ Stock Plan, 2005 Stock Plan, and 2012 Equity Incentive Plan of Facebook, Inc., |
(3) | Registration Statement (Form S-8 No. 333-199172) pertaining to the Non-Plan Restricted Stock Unit Awards of Facebook, Inc., and |
(4) | Registration Statement (Form S-3 ASR No. 333-199678) of Facebook, Inc.; |
Date: | February 13, 2015 | |
/s/ MARK ZUCKERBERG | ||
Mark Zuckerberg | ||
Chairman and Chief Executive Officer | ||
(Principal Executive Officer) |
Date: | February 13, 2015 | |
/s/ DAVID M. WEHNER | ||
David M. Wehner | ||
Chief Financial Officer | ||
(Principal Financial Officer) |