8-KSecurities & ListingExhibits & Filings

F5, INC. 8-K Report, Listing Notice (Aug 16, 2006)

Filed August 16, 2006For Securities:FFIV

Summary

F5 Networks, Inc. (FFIV) filed an 8-K on August 16, 2006, to report receipt of a written Staff Determination notice from The Nasdaq Stock Market on August 14, 2006. The notice states that the Company is not in compliance with Nasdaq Marketplace Rule 4310(c)(14) due to the failure to timely file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2006. Consequently, FFIV's securities are subject to delisting from The Nasdaq Global Market. The delay in filing the Form 10-Q is attributed to an ongoing review of the Company's practices related to stock option grants and related matters by a special committee of its board of directors. The Company had previously disclosed this potential delay on July 20, 2006, and filed a Notification of Late Filing (Form 12b-25) on August 9, 2006. F5 Networks intends to request a hearing before a Nasdaq Listing Qualifications Panel to contest the delisting, with delisting stayed pending a decision. Investors should note that the outcome of this hearing is uncertain.

Key Highlights

  • 1F5 Networks (FFIV) received a notice from Nasdaq on August 14, 2006, indicating non-compliance with listing rules due to a delayed Form 10-Q filing.
  • 2The Company is at risk of delisting from The Nasdaq Global Market.
  • 3The delay in filing the Form 10-Q for the quarter ended June 30, 2006, is due to an ongoing review of stock option granting practices.
  • 4A special committee of the board of directors is conducting the stock option review.
  • 5FFIV filed a Form 12b-25 on August 9, 2006, to formally notify of the late filing.
  • 6The Company plans to request a hearing before a Nasdaq Listing Qualifications Panel to seek continued listing.
  • 7Delisting proceedings are suspended pending the outcome of the Nasdaq hearing.

Frequently Asked Questions

This 8-K filing is primarily to inform investors that F5 Networks received a notice from Nasdaq stating the company is not in compliance with listing rules because it failed to file its Form 10-Q for the quarter ended June 30, 2006, on time. This puts the company's listing on The Nasdaq Global Market at risk.

The delay is due to an ongoing review by a special committee of the board of directors concerning the company's practices related to the granting of stock options and other related matters. This review requires additional time to complete.

F5 Networks intends to request a hearing before a Nasdaq Listing Qualifications Panel. The company will argue for continued listing during this hearing. The delisting process is on hold until the panel makes a decision.

Delisting could significantly impact the liquidity and marketability of F5 Networks' stock. Shares might trade on over-the-counter (OTC) markets, which typically have lower trading volumes and potentially wider bid-ask spreads, making it harder for investors to buy or sell shares at desired prices.