Attached files
| file | filename |
|---|---|
| EX-31.2 - EXHIBIT 31.2 - Apigee Corp | apic10-kaex312.htm |
| EX-31.1 - EXHIBIT 31.1 - Apigee Corp | apic10-kaex311.htm |
| EX-23.1 - EXHIBIT 23.1 - Apigee Corp | apic10-kaex231.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended July 31, 2016
OR
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number: 001-37346
APIGEE CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware | 20-1367539 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
10 S. Almaden Blvd., 16th Floor
San Jose, California 95113
(Address of principal executive offices, including zip code)
(408) 343-7300
(Registrant’s telephone number, including area code)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act: Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act: Yes ☐ No ☒
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☒ | |||
Non-accelerated filer | ☐ (do not check if a smaller reporting company) | Smaller reporting company | ☐ | |||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant, based on the closing price of a share of the registrant’s common stock on January 31, 2016 as reported by the NASDAQ Global Select Market on such date, was approximately $105.0 million. Shares of the registrant’s common stock held by each executive officer, director and holder of 5% or more of the outstanding common stock have been excluded in that such persons may be deemed to be affiliates. This calculation does not reflect a determination that certain persons are affiliates of the registrant for any other purpose
As of September 30, 2016, the registrant had 30,795,493 shares of common stock, $0.001 par value per share, outstanding.
Portions of the registrant’s definitive Proxy Statement relating to its 2017 Annual Meeting of Stockholders to be filed pursuant to Regulation 14A within 120 days after the registrant’s fiscal year end of July 31, 2016 are incorporated by reference into Part III of this Annual Report on Form 10-K. In the event that the registrant does not file a definitive Proxy Statement relating to its 2017 Annual Meeting within 120 days after the registrant’s fiscal year end of July 31, 2016, the registrant will amend this Annual Report on Form 10-K to include the information required by Part III.
EXPLANATORY NOTE
Apigee Corporation (the “Company”) is filing this Amendment No. 1 to the Annual Report on Form 10-K/A (this “Amendment”) to amend its Annual Report on Form 10-K for the fiscal year ended July 31, 2016 filed with the Securities and Exchange Commission on October 7, 2016 (the “Original 10-K”). This Amendment is being filed solely for the purpose of correcting an administrative error that referenced October 6, 2016 instead of the filing date of October 7, 2016 in Exhibit 23.1, the consent of KPMG LLP, which was filed with the Original 10-K.
Except for the foregoing, the Original 10-K remains unchanged. This Amendment does not reflect any events occurring after the filing of the Original 10-K nor does it modify or otherwise update in any way disclosures made in the Original 10-K. No revisions are being made to the Company’s financial statements or any other disclosure contained in the Original 10-K.
This Amendment is an exhibit-only filing. Except for the correction of Exhibit 23.1, this Amendment does not otherwise update any exhibits as originally filed.
In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by the Company’s principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment pursuant to Rule 13a-14(a) of the Exchange Act. The Company is not including certifications pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as no financial statements are being filed with this Amendment.
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Item 15. Exhibits and Financial Statement Schedules
Incorporated by Reference | ||||||||||
Exhibit Number | Description | Form | File Number | Filing Date | Filed Herewith | |||||
2.1 | Agreement and Plan of Merger, dated as of September 7, 2016, among Apigee Corporation, Google Inc., and Areopagus Inc. | 8-K | 001-37346 | 9/8/2016 | ||||||
3.1 | Amended and Restated Certificate of Incorporation | 10-Q | 001-37346 | 6/11/2015 | ||||||
3.2 | Amended and Restated Bylaws | 10-Q | 001-37346 | 6/11/2015 | ||||||
3.3 | Amendment to Amended and Restated Bylaws | 8-K | 001-37346 | 9/8/2016 | ||||||
4.1 | Amended and Restated Investors’ Rights Agreement dated as of April 17, 2014, by and among the registrant and the other parties thereto | S-1/A | 333-202885 | 3/20/2015 | ||||||
4.2 | Warrant to Purchase Common Stock issued by the Registrant to Silicon Valley Bank, dated as of May 1, 2012, as amended on October 3, 2012 | S-1/A | 333-202885 | 3/20/2015 | ||||||
4.3 | Form of Warrant to purchase common stock issued by the Registrant to Silicon Valley Bank | S-1/A | 333-202885 | 3/20/2015 | ||||||
4.4 | Specimen common stock certificate of the registrant | S-1/A | 333-202885 | 4/13/2015 | ||||||
10.1 | Form of Indemnification Agreement by and between the Registrant and each of its directors and executive officers | S-1/A | 333-202885 | 3/20/2015 | ||||||
10.2# | 2005 Stock Incentive Plan and forms of agreements thereunder | S-1/A | 333-202885 | 3/20/2015 | ||||||
10.3# | 2015 Equity Incentive Plan and forms of agreement thereunder | S-1/A | 333-202885 | 4/13/2015 | ||||||
10.4# | 2015 Employee Stock Purchase Plan and form of agreement thereunder | S-1/A | 333-202885 | 4/13/2015 | ||||||
10.5# | Offer Letter, by and between the Registrant and Chet Kapoor, dated April 8, 2015 | S-1/A | 333-202885 | 4/13/2015 | ||||||
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10.6# | Offer Letter, by and between the Registrant and Tim Wan, dated April 8, 2015 | S-1/A | 333-202885 | 4/13/2015 | ||||||
10.7# | Offer Letter, by and between the Registrant and Stacey Giamalis, dated April 8, 2015 | S-1/A | 333-202885 | 4/13/2015 | ||||||
10.8# | Offer Letter, by and between the Registrant and Anant Jhingran, dated April 8, 2015 | S-1/A | 333-202885 | 4/13/2015 | ||||||
10.9# | Offer Letter, by and between the Registrant and Shankar Ramaswamy, dated April 8, 2015 | S-1/A | 333-202885 | 4/13/2015 | ||||||
10.10# | Offer Letter, by and between the Registrant and Stephen Rowland, dated April 8, 2015 | S-1/A | 333-202885 | 4/13/2015 | ||||||
10.11# | Separation Agreement, by and between the Registrant and Steve Valenzuela, dated November 22, 2014 | S-1/A | 333-202885 | 3/20/2015 | ||||||
10.12 | Amended and Restated Loan and Security Agreement dated as of November 17, 2014, by and between the Registrant and Silicon Valley Bank | S-1/A | 333-202885 | 3/20/2015 | ||||||
10.13 | First Amendment to Amended and Restated Loan and Security Agreement, dated March 2, 2016, by and between the Registrant and Silicon Valley Bank. | 10-Q | 001-37346 | 3/4/2016 | ||||||
10.14* | Second Amendment to Amended and Restated Loan and Security Agreement, dated May 23, 2016, by and between the Registrant and Silicon Valley Bank. | |||||||||
10.15 | Office Lease, by and between the Registrant and CA-10 Almaden Limited Partnership, dated October 18, 2013 | S-1/A | 333-202885 | 3/20/2015 | ||||||
10.16# | Executive Incentive Compensation Plan | S-1/A | 333-202885 | 3/20/2015 | ||||||
10.17# | Form of Worldwide Sales Manager Compensation Plan Fiscal Year 2015 and form of Fiscal 2015 Plan Acknowledgment thereunder | 10-Q | 001-37346 | 6/11/2015 | ||||||
21.1 | Subsidiaries of the registrant | S-1 | 333-202885 | 3/20/2015 | ||||||
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23.1 | Consent of KPMG LLP, independent registered public accounting firm | X | ||||||||
31.1 | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||||||
31.2 | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||||||
32.1** | Certification of 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 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 Calculation Linkbase Document | |||||||||
101.DEF* | XBRL Taxonomy Definition Linkbase Document | |||||||||
101.LAB* | XBRL Taxonomy Labels Linkbase Document | |||||||||
101.PRE* | XBRL Taxonomy Presentation Linkbase Document | |||||||||
# | Indicates management contract or compensatory plan. | |||||||||
* | Previously filed with our Annual Report on Form 10-K for the year ended July 31, 2016, as filed on October 7, 2016. | |||||||||
** | Previously furnished with our Annual Report on Form 10-K for the year ended July 31, 2016, as filed on October 7, 2016. | |||||||||
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on October 11, 2016.
APIGEE CORPORATION | |||
By: | /s/ Chet Kapoor | ||
Chet Kapoor | |||
Chief Executive Officer | |||
(Principal Executive Officer) | |||
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Chet Kapoor | Chief Executive Officer and Director (Principal Executive Officer) | October 11, 2016 | ||
Chet Kapoor | ||||
/s/ Tim Wan | Chief Financial Officer (Principal Financial and Accounting Officer) | October 11, 2016 | ||
Tim Wan | ||||
* | Director | October 11, 2016 | ||
Bob L. Corey | ||||
* | Director | October 11, 2016 | ||
Neal Dempsey | ||||
* | Director | October 11, 2016 | ||
Promod Haque | ||||
* | Director | October 11, 2016 | ||
William “BJ” Jenkins | ||||
* | Director | October 11, 2016 | ||
Edmond Mesrobian | ||||
* | Director | October 11, 2016 | ||
Robert Schwartz | ||||
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* By: | /s/ Chet Kapoor | |||
Chet Kapoor | ||||
Attorney-in-Fact | ||||
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