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Section 1: 8-K (8-K)

Document


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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)
August 1, 2018  
Aerohive Networks, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
 
001-36355
 
20-4524700
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
1011 McCarthy Boulevard
Milpitas, California 95035
(Address of Principal Executive Offices including Zip Code)
(408) 510-6100
(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))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨





Item 8.01
Other Events
On August 1, 2018, Aerohive Networks, Inc. (the “Company”) disclosed in an earnings call available to investors that the Company's board of directors had extended to June 30, 2020 a stock repurchase program of up to $20.0 million, which program the board of directors had initially approved in February 2016. On August 2, 2018, the Company issued a press release confirming this extension to June 30, 2020 of the stock repurchase program. The repurchase program authorizes stock purchases from time to time in compliance with applicable securities laws in the open market or in privately negotiated transactions. The timing and amounts of any purchases will be based on market conditions and other factors including price, regulatory requirements and capital availability. The authorization does not require that the Company purchase any minimum number of shares, and the Company may suspend, modify or discontinue he program at any time without prior notice. A copy of the press release is furnished as Exhibit 99.1 to this report.
This information furnished under Item 8.01 of Form 8-K, “Other Events,” including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be 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 issued by Aerohive Networks, Inc. dated August 2, 2018.

EXHIBIT INDEX
 
 
 
 
Exhibit No.
  
Description
 
 
  

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.
 
 
 
 
 
 
 
AEROHIVE NETWORKS, INC.
 
 
 
 
 
 
By:
 
/s/ Steve Debenham
 
 
 
 
Steve Debenham
 
 
 
 
Vice President, General Counsel & Secretary
 
Date: August 2, 2018



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Section 2: EX-99.1 (EXHIBIT 99.1)

Exhibit


Exhibit 99.1
Aerohive® Extends Expiration Date of $20 Million Share Repurchase Program

MILPITAS, CA — August 2, 2018 — Aerohive NetworksTM (NYSE: HIVE) today announced that the expiration date of its existing share repurchase program has been extended to June 30, 2020.
The Company’s board of directors previously authorized the purchase of up to $20 million, extending the existing share repurchase authorization announced in February 2016. Under this program, the Company may make share purchases from time to time in compliance with applicable securities laws in the open market or in privately negotiated transactions. The timing and amounts of any purchases will be based on market conditions and other factors, including price, regulatory requirements and capital availability. The authorization does not require that the Company purchase any minimum number of shares, and the Company may suspend, modify or discontinue the program at any time without prior notice. Unless modified, or earlier suspended or discontinued, the authorization will expire as of June 30, 2020, without further action of the Company’s board of directors.

About Aerohive Networks
Aerohive (NYSE: HIVE) has a proven history of innovation helping IT radically simplify wireless and wired access using Cloud Networking. Aerohive’s Public Cloud, Private Cloud, or Portable Cloud Architecture is based on the latest Cloud technology and offers unrivaled customer choice and flexibility in choosing a deployment option that meets their current and future needs. Aerohive was founded in 2006 and is headquartered in Milpitas, CA. For more information, please visit www.aerohive.com, call us at 408-510-6100, follow us on Twitter @Aerohive, subscribe to our blog, or become a fan on our Facebook page.
“Aerohive” is a registered trademark and "Aerohive Networks" is a trademark of Aerohive Networks, Inc. All product and company names used herein are trademarks or registered trademarks of their respective owners. All rights reserved.
Investor Relations Contact:
The Blueshirt Group
Jessica Stancil
(408) 769-6720
ir@aerohive.com
















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