Form 8-K

RIVERBED TECHNOLOGY, INC.

Date: January 20, 2009

/s/ Randy Gottfried

Randy Gottfried

Chief Financial Officer

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BuzTvpb46tygk9aQTlrI/D607+wTbpXJogWFrzuvhOEv/G4d9qldJ8AxPEDmVdau t6jSp5fFwSeizLE0rhOo8w== 0001193125-09-008473.txt : 20090120 0001193125-09-008473.hdr.sgml : 20090119 20090120171442 ACCESSION NUMBER: 0001193125-09-008473 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20090120 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090120 DATE AS OF CHANGE: 20090120 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Riverbed Technology, Inc. CENTRAL INDEX KEY: 0001357326 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576] IRS NUMBER: 030448754 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33023 FILM NUMBER: 09534849 BUSINESS ADDRESS: STREET 1: 199 FREMONT STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: (415) 247-8800 MAIL ADDRESS: STREET 1: 199 FREMONT STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94105 8-K 1 d8k.htm FORM 8-K Form 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

Date of Report (Date of earliest event reported):

January 20, 2009

RIVERBED TECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)


Delaware	001-33023	03-0448754
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

199 Fremont Street

San Francisco, CA 94105

(Address of principal executive offices, including zip code)

(415) 247-8800

(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 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 January 20, 2009, Riverbed Technology, Inc. (“Riverbed”), Maple Acquisition Sub, Inc., a wholly-owned subsidiary of Riverbed (“Merger Sub”), Mazu Networks, Inc. (“Mazu”), and an agent for the stockholders of Mazu, entered into an Agreement of Merger pursuant to which, upon the terms and subject to the conditions set forth therein: (a) Merger Sub will merge with and into Mazu (the “Merger”), with Mazu continuing as the surviving corporation and as a wholly-owned subsidiary of Riverbed; and (b) Riverbed will: (i) acquire all of the outstanding securities of Mazu; (ii) make payments totaling approximately $25 million in cash promptly following the closing; and (iii) potentially make payments totaling up to $22 million in cash based on achievement of certain bookings targets for the one-year period from April 1, 2009 through March 31, 2010. The closing of the Merger is subject to customary closing conditions, including approval of Mazu’s stockholders. The parties intend to consummate the Merger as soon as practicable and currently anticipate that the closing will occur before the end of the first quarter of 2009.

The press release announcing the Merger, dated January 20, 2009, is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements, which include those regarding the anticipated likelihood and timing of the completion of the acquisition of Mazu Networks and the benefits expected to be provided to Riverbed and its business by the acquisition, statements relating to the expected demand for Riverbed’s products and services, and statements relating to Riverbed’s ability to meet the needs of distributed organizations. These forward-looking statements involve risks and uncertainties, as well as assumptions that, if they do not fully materialize or prove incorrect, could cause our results or outcomes to differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties include, among others, the inability to obtain necessary Mazu stockholder approval and the possibility of material adverse changes in Mazu’s business, condition, financial performance or prospects. In addition, actual outcomes are subject to other risks and uncertainties that relate more broadly to Riverbed’s overall business, including those more fully described in Riverbed’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2007, and its Quarterly Report on Form 10-Q for the third quarter of 2008. Riverbed assumes no obligation to update these forward-looking statements.

Item 2.02

Results of Operations and Financial Condition

On January 20, 2009, Riverbed Technology, Inc. issued a press release announcing certain preliminary financial results for the quarter ended December 31, 2008. A copy of this press release is furnished as Exhibit 99.2 to this report, and is incorporated herein by reference.

This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits


Exhibit No.		Description
99.1		Press Release, dated January 20, 2009

99.2		Press Release, dated January 20, 2009

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX


Exhibit No.		Description
99.1		Press Release, dated January 20, 2009

99.2		Press Release, dated January 20, 2009

EX-99.1 2 dex991.htm PRESS RELEASE Press Release

Exhibit 99.1

RIVERBED TO EXTEND WAN OPTIMIZATION PRODUCT LEADERSHIP

WITH ACQUISITION OF MAZU NETWORKS

Powerful and Flexible Software Delivers Visibility, Reporting and Analytics for Enterprise and

Service Provider Customers

SAN FRANCISCO – January 20, 2009 – Riverbed Technology (NASDAQ: RVBD) today announced it has agreed to acquire Mazu Networks, a privately-owned company that helps organizations manage, secure and optimize the availability and performance of global applications. The Mazu organization, based in Cambridge, Massachusetts, will become a business unit of Riverbed. In connection with the acquisition of all of the outstanding securities of Mazu, Riverbed will pay approximately $25 million in cash at closing, with an additional possible payment based on future sales performance.

Mazu Networks provides a unique, powerful and flexible analysis and reporting software that provides a holistic, real-time view of application usage and performance. This perspective is critical to understanding the application environment and taking the right steps to validate and ensure delivery of business-critical applications across the wide area network (WAN).

“The market for WAN optimization is fast becoming more mainstream and increasingly our enterprise and service provider customers are demanding more visibility, reporting and analytics capabilities from us as they seek to deploy more robust infrastructure for managing their global applications,” said Jerry M. Kennelly, president and CEO of Riverbed. “This requirement is driven by the enterprise’s need to reduce costs via consolidation, improve end-user productivity, and leverage technology to streamline business processes.”

The acquisition of Mazu Networks allows Riverbed to meet enterprise and service provider customer demands by extending its suite of WAN optimization products to include global application performance, reporting and analytics. This provides customers with a closed-loop system for managing enterprise-wide applications by intelligently monitoring and analyzing performance, demonstrating the need for return on investment (ROI) of optimization, and allowing users to continuously manage performance targets to predetermined objectives.

“Our service provider customers require an integrated system to monitor and deliver a managed WAN optimization service,” continued Kennelly. “By providing an integrated solution based on

Mazu’s market-leading offerings, we are able to tailor the reporting to demonstrate the value of optimization, which in turn supports the value of the provider’s service to its customers.”

Riverbed has become the leading IT infrastructure performance company by delivering the benefits of speed, scale, and simplicity to thousands of customers around the world, and WAN optimization will continue to be the primary driver of Riverbed’s ongoing success. The Mazu product line supports Riverbed’s position by delivering speed in performance analysis, providing scale to Riverbed’s customers’ ability to monitor the optimization and performance of their key applications and allowing Riverbed to deliver simplicity in the analysis and reporting of that information across a customer’s entire environment with customizable dashboards and reports.

Key Financial and Other Terms of the Transaction:

•

$25 million cash payment at closing

•

Payment of up to $22 million in cash based on achievement of certain bookings targets in a defined twelve month period following the closing. The maximum payment would require they achieve $35 million in bookings.

•

The closing of the acquisition is subject to customary closing conditions, including approval of Mazu’s stockholders

•

The parties intend to consummate the acquisition as soon as practicable and currently anticipate that the closing will occur before the end of the first quarter of 2009

•

The impact to Riverbed’s non-GAAP earnings is expected to be approximately breakeven in 2009 and accretive in 2010

Conference Call Information

Riverbed will host a conference call today, Tuesday, January 20, at 2:30 p.m. Pacific Time to discuss the acquisition. To participate in this conference call, please call (866) 582-1076 or (706) 634–6541, password “Riverbed”. A simultaneous audio webcast of the conference call will be available at www.riverbed.com/investors and archived on the Riverbed website for three months. In addition, a telephone replay will be available today by 6 p.m. Pacific Time through the end of day Friday, January 23, 2009. To access the telephone replay, dial (800) 642-1687 or (706) 645-9291, conference ID # 81607527.

Steelhead Products

Riverbed WAN optimization solutions enable organizations of all sizes to overcome a host of severe problems, including poor application performance and insufficient bandwidth at remote sites. By speeding the performance of applications between data centers, remote offices and mobile workers by five to 50 times and in some cases up to 100 times, the Riverbed award-winning Steelhead products enable companies to consolidate IT, improve backup and replication processes to ensure data integrity, and improve staff productivity and collaboration. Steelhead products have been deployed in organizations ranging from the world’s largest corporations with

offices around the globe to small companies with a couple of sites that are just miles apart. To learn more, view Riverbed’s demo: www.riverbed.com/pr/jack.

Forward Looking Statements

This press release contains forward-looking statements, including statements relating to the anticipated likelihood and timing of the completion of the acquisition of Mazu Networks and the benefits expected to be provided to Riverbed and its business by the acquisition, statements relating to the expected demand for Riverbed’s products and services, and statements relating to Riverbed’s ability to meet the needs of distributed organizations. These forward-looking statements involve risks and uncertainties, as well as assumptions that, if they do not fully materialize or prove incorrect, could cause our results or outcomes to differ materially from those expressed or implied by such forward-looking statements. The risks and uncertainties that could cause our results or outcomes to differ materially from those expressed or implied by such forward-looking statements include the inability to obtain necessary Mazu stockholder approval of the acquisition, and the possibility of material adverse changes in Mazu’s business, condition, financial performance or prospects. In addition, our results and actual outcomes are subject to other risks and uncertainties that relate more broadly to our overall business, including our ability to react to trends and challenges in our business and the markets in which we operate; our ability to anticipate market needs or develop new or enhanced products to meet those needs; the adoption rate of our products; our ability to establish and maintain successful relationships with our distribution partners; our ability to compete in our industry; fluctuations in demand, sales cycles and prices for our products and services; shortages or price fluctuations in our supply chain; our ability to protect our intellectual property rights; general political, economic and market conditions and events; and other risks and uncertainties described more fully in our documents filed with or furnished to the Securities and Exchange Commission. More information about these and other risks that may impact Riverbed’s business are set forth in our Form 10-Q filed with the SEC on October 30, 2008. All forward-looking statements in this press release are based on information available to us as of the date hereof, and we assume no obligation to update these forward-looking statements. Any future product, feature or related specification that may be referenced in this release are for information purposes only and are not commitments to deliver any technology or enhancement. Riverbed reserves the right to modify future product plans at any time.

About Riverbed

Riverbed Technology is the technology and market leader in WAN optimization solutions for companies worldwide. By enabling application performance over the wide area network (WAN) that is orders of magnitude faster than what users experience today, Riverbed is changing the way people work, and enabling a distributed workforce that can collaborate as if they were local. Additional information about Riverbed (Nasdaq: RVBD) is available at www.riverbed.com.

Riverbed Technology, Riverbed, Steelhead, RiOS, Interceptor, and the Riverbed logo are trademarks or registered trademarks of Riverbed Technology, Inc. All other trademarks used or mentioned herein belong to their respective owners.

MEDIA CONTACT

Kristalle Ward

Riverbed Technology

415-247-8140

kristalle.ward@riverbed.com

INVESTOR RELATIONS CONTACT

Renee Lyall

Riverbed Technology

415-247-6353

renee.lyall@riverbed.com

EX-99.2 3 dex992.htm PRESS RELEASE Press Release

Exhibit 99.2

Riverbed Announces Preliminary Fourth-Quarter Financial Results

Revenue and Non-GAAP EPS Expected to Exceed Previous Guidance

SAN FRANCISCO – January 20, 2009 – Riverbed Technology (NASDAQ: RVBD) today announced that it expects fourth quarter fiscal 2008 revenues of approximately $91 to $92 million, representing a Riverbed^® record for quarterly revenue, and approximately 20% growth over the same period one year ago. Fourth quarter GAAP EPS is expected to be in the range of $0.29 to $0.33 per diluted share. GAAP EPS estimates benefit from the expected reduction of the valuation allowance on Riverbed’s deferred tax assets. Fourth quarter non-GAAP EPS is expected to be in the range of $0.18 to $0.19 per diluted share. Non-GAAP EPS excludes the impact of stock-based compensation, stock-based payroll expenses and related income tax effects, and the reduction in the valuation allowance related to deferred tax assets.

These preliminary fourth quarter revenue and non-GAAP EPS results exceed the guidance the company provided on October 23, 2008. At that time, the company estimated revenue between $87 and $90 million and non-GAAP earnings between $0.15 and $0.17 per share.

“We are pleased with our preliminary fourth quarter financial results,” said Jerry M. Kennelly, Riverbed president and CEO. “We achieved full year 2008 revenue growth of approximately 40% against the backdrop of a challenging global economy. Our results this quarter and customer feedback reinforce that WAN optimization and the ROI benefits provided by Riverbed Steelhead^® products resonate in any economic environment.”

As of December 31, 2008, cash, cash equivalents and short-term investments totaled approximately $268 million and the company continues to have no debt. During the fourth quarter, Riverbed repurchased 2.5 million shares of Riverbed stock at a cost of approximately $25 million under the company’s stock repurchase plan and issued the $11 million settlement payment to Quantum Corporation that was recognized during the third quarter 2008.

Riverbed will release fourth quarter and fiscal year 2008 financial results after the market close on Tuesday, February 3, 2009. A live webcast of the earnings conference call will be made available at 2:00 p.m. Pacific Time on the Riverbed Investor Relations website at www.riverbed.com/investors. The conference call and webcast will include forward-looking information. A replay of the audio webcast will be available for 12 months.

About Riverbed

Riverbed Technology is the technology and market leader in WAN optimization solutions for companies worldwide. By enabling application performance over the wide area network (WAN) that is orders of

magnitude faster than what users experience today, Riverbed is changing the way people work, and enabling a distributed workforce that can collaborate as if they were local. Additional information about Riverbed (NASDAQ: RVBD) is available at www.riverbed.com.

Forward-Looking Statements

This press release contains forward-looking statements, including statements relating to the expected demand for Riverbed’s products and services, statements relating to Riverbed’s ability to meet the needs of distributed organizations, and estimates of our preliminary fourth quarter 2008 financial information. We are continuing to review our financial and operating results, and actual results may differ materially from those contained herein. In particular, the preliminary fourth quarter financial information could vary from the above estimates based on our closing our books for the fourth quarter. These forward-looking statements involve risks and uncertainties, as well as assumptions that, if they do not fully materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. The risks and uncertainties that could cause our results to differ materially from those expressed or implied by such forward-looking statements include our ability to react to trends and challenges in our business and the markets in which we operate; our ability to anticipate market needs or develop new or enhanced products to meet those needs; the adoption rate of our products; our ability to establish and maintain successful relationships with our distribution partners; our ability to compete in our industry; fluctuations in demand, sales cycles and prices for our products and services; shortages or price fluctuations in our supply chain; our ability to protect our intellectual property rights; general political, economic and market conditions and events; and other risks and uncertainties described more fully in our documents filed with or furnished to the Securities and Exchange Commission. More information about these and other risks that may impact Riverbed’s business are set forth in our Form 10-Q filed with the SEC on October 30, 2008. All forward-looking statements in this press release are based on information available to us as of the date hereof, and we assume no obligation to update these forward-looking statements. Any future product, feature or related specification that may be referenced in this release are for information purposes only and are not commitments to deliver any technology or enhancement. Riverbed reserves the right to modify future product plans at any time.

Use of Non-GAAP Financial Information

To supplement our financial results presented on a GAAP basis, this press release contains a preliminary non-GAAP financial measure of net income (loss) per diluted share, adjusted to exclude stock-based compensation expense and payroll tax expense related to stock option exercises, exclude the income tax effects of preliminary non-GAAP adjustments and reduction in the valuation allowance related to our deferred tax assets, and to include dilutive shares where applicable. We believe these adjustments are appropriate to enhance an overall understanding of our past financial performance and also our prospects for the future. These adjustments to our current period preliminary GAAP results are made with the intent of providing both management and investors a more complete understanding of Riverbed’s underlying operating results and trends and our marketplace performance. The non-GAAP results are an indication of our baseline performance that are considered by management for the purpose of making operational decisions. In addition, these non-GAAP results are the primary indicators management uses as a basis for our planning and forecasting of future periods. The presentation of this additional information is not meant to be considered in isolation or as a substitute for net income (loss) per diluted share prepared in accordance with generally accepted accounting principles in the United States. Non-GAAP financial measures are not based on a comprehensive set of accounting rules or principles and are subject to limitations.

INVESTOR RELATIONS CONTACT

Renee Lyall

Riverbed Technology, Inc.

415-247-6353

renee.lyall@riverbed.com

MEDIA CONTACT

Kristalle Ward

Riverbed Technology, Inc.

415-247-8140

kristalle.ward@riverbed.com

Riverbed Technology, Inc.

GAAP to Non-GAAP Reconciliation

Unaudited


	Three months ended December 31, 2008 (Preliminary)
	Low end of range			High end of range
GAAP net income per diluted share	$	0.29		$	0.33
Stock-based compensation and related payroll taxes		0.17			0.17
Income tax effect of non-GAAP adjustments, and changes in valuation allowance		(0.28	)		(0.31	)

Non-GAAP net income per diluted share	$	0.18		$	0.19

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