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
April 22, 2013
Date of Report (Date of earliest event reported)
SILVER SPRING NETWORKS, INC.
(Exact name of Registrant as specified in its charter)
| Delaware | 001-35828 | 43-1966972 | ||
| (State or other jurisdiction of incorporation) |
(Commission file number) |
(I.R.S. Employer Identification No.) |
555 Broadway Street, Redwood City, CA 94063
(Address of principal executive offices) (Zip Code)
(650) 839-4000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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 2.02 | Results of Operations and Financial Condition. |
Silver Spring Networks, Inc. (the “Company”) announced today that, as of March 31, 2013, the Company had approximately 46.6 million shares of common stock outstanding. For purposes of determining net income (loss) per share for the quarter ended March 31, 2013, the Company expects to use approximately 10.5 million shares of common stock on a weighted-average basis. The weighted-average share calculation reflects that a substantial portion of the Company’s common stock was only outstanding for a limited period of time in the quarter following the Company’s initial public offering on March 12, 2013. The Company expects to release its results for the quarter ended March 31, 2013 on May 1, 2013.
The information in this report is being furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing with the Securities and Exchange Commission under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference to such filing.
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.
| SILVER SPRING NETWORKS, INC. | ||||||
| Date: April 22, 2013 | By: | /s/ John R. Joyce | ||||
| Name: John R. Joyce | ||||||
| Title: Vice Chairman and Chief Financial Officer | ||||||