8-K

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

September 16, 2020

Date of Report (Date of earliest event reported)

____________________________________________________________________________

A10 NETWORKS, INC.

(Exact name of the registrant as specified in its charter)

____________________________________________________________________________

Delaware	001-36343	20-1446869
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

2300 Orchard Parkway

San Jose, CA 95131

(Address of principal executive offices, including zip code)

(408) 325-8668

(Name and telephone number, including area code, of the person to contact in connection with this report)

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))

____________________________________________________________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common stock, $0.00001 par value per share	ATEN	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company 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  ☐

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) and (e)

On September 16, 2020, Tom Constantino resigned as the Chief Financial Officer of A10 Networks, Inc., (the “Company”) effective September 17, 2020. In connection with his resignation, the Board of Directors authorized the Company to make the severance payments set forth in the Company’s Form of Change in Control and Severance Agreement, which Mr. Constantino entered into when he joined the Company, such amount which is approximately $262,556 over a 9 month period, subject to appropriate withholdings and the terms and conditions contained in such agreement. In addition, the Company will reimburse Mr. Constantino for COBRA continued health care coverage at the premium level in effect prior to the termination for Mr. Constantino and his dependents for nine months. A copy of the Form of Change in Control and Severance Agreement was previously filed with the Securities and Exchange Commission on March 10, 2014, as Exhibit 10.25 to Amendment No. 1 to Form S-1, and the terms of the Form of Change in Control and Severance Agreement are incorporated herein by reference.

(c) and (e)

Appointment of Brian Becker as Interim Chief Financial Officer

The Company has appointed Brian Becker to serve as the Interim Chief Financial Officer of the Company, effective as of September 17, 2020.

Mr. Becker, 47, has served as the Company’s Vice President and Corporate Controller since January 2018. Prior to joining the Company, Mr. Becker served as Vice President, Accounting and Corporate Controller for YuMe, Inc. a provider of brand video advertising software and audience data, from June 2014 to December 2017, and as Director, Revenue and Cost Accounting from August 2013 to June 2014. Mr. Becker also served in various roles within Revenue Accounting at Symantec Corporation, a cybersecurity software and services company, from 2010 through 2012. Mr. Becker began his career in public accounting at Ernst & Young, LLP in San Jose and holds a B. S. in Business Administration from the University of California, Santa Barbara.

At this time, the Company has not made any changes to Mr. Becker’s compensation in connection with his appointment to serve as the Company’s Interim Chief Financial Officer. Mr. Becker’s current annual base salary is $260,000, and he will continue to be eligible to participate in the Company’s 2020 Corporate Incentive Plan, with a target bonus opportunity equal to 30% of his annual base salary.

Mr. Becker will also enter into the Company's standard form of Indemnification Agreement for directors and executive officers. Pursuant to the terms of the Indemnification Agreement, the Company will indemnify Mr. Becker to the fullest extent permitted under Delaware law against liabilities that may arise by reason of his service to the Company, and advance expenses incurred as a result of any proceeding against him as to which he could be indemnified. A copy of the Indemnification Agreement was previously filed with the Securities and Exchange Commission on March 10, 2014, as Exhibit 10.1 to Amendment No. 1 to Form S-1, and the terms of the Indemnification Agreement are incorporated herein by reference.

There are no family relationships between Mr. Becker and any director, executive officer or person nominated by the Company to become a director or executive officer, and there are no transactions between Mr. Becker or any of his immediate family members, on the one hand, and the Company or any of its subsidiaries, on the other, that would be required to be reported under Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure.

On September 17, 2020, the Company issued a press release providing a forecast of expected third quarter financial results and announcing Mr. Constantino’s resignation and Mr. Becker’s appointment as Interim Chief Financial Officer. Additionally, the press release announced that the Company’s Board of Directors had approved a stock repurchase program of up to $50 million of its common stock over a period of twelve months. Any stock repurchases may be made from time to time in the open market and through privately negotiated transactions, in block trades and/or through other legally permissible means, depending on market conditions and in accordance with applicable rules and regulations.

A copy of this press release is furnished as Exhibit 99.1 and is incorporated by reference herein. The information in this Form 8-K under Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific referencing in such filing.

Forward Looking Statements

This report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements regarding Mr. Becker’s compensation and the anticipated amount, duration, methods, timing and other aspects of the Company’s stock repurchase program. These statements involve risks and uncertainties, including, but not limited to, that the Company may not successfully repurchase stock under its stock repurchase program. For a detailed discussion of other risks and uncertainties see the Company’s Form 10-K for the fiscal year ended December 31, 2019 and subsequent SEC filings. Statements included in this report are based upon information known to the Company as of the date of this report, and the Company does not intend to update information contained in this report.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit	Description
99.1	Press release datedSeptemberexhibit991pressrelease.htm17, 2020

SIGNATURE

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.

Date: September 17, 2020

A10 NETWORKS, INC.
By: /s/ Robert Cochran
Robert Cochran
Executive Vice President, Legal and Corporate Collaboration and Secretary

Document

EXHIBIT 99.1

A10 Announces Positive Q3 Forecast from Continued Business Transformation; Board of Directors Authorizes $50 million Share Buyback

Company expects Q3 revenue of $53-56M with continued sequential improvement in operating income and cash flow from operations

Company announces CFO transition and schedules Third Quarter Earnings Results and Conference Call on October 27th

SAN JOSE, Calif., September 17, 2020 -- A10 Networks (NYSE: ATEN), a leading provider of intelligent, automated and secure networking solutions, today provided a forecast of expected third quarter financial results, announced a significant share repurchase program and announced a transition in its senior leadership team.

Third Quarter 2020 Expected Results

•Revenue in the range of $53 to $56 million, representing a sequential and year-over-year improvement

•Non-GAAP Operating expenses in the range of $34 to $35 million

Dhrupad Trivedi, President and Chief Executive Officer of A10 Networks commented, “A10 has continued to drive organic growth in a challenging environment, while reducing operating expenses, enabling us to generate sustainable cash flow. The transition to 5-G continues to represent an important catalyst to our business, and to date, we believe we have successfully navigated COVID-19-related challenges. We are confident that we can generate continued improvements in our operating results as we accelerate our business transformation, and as a result, the board has authorized a buyback program.”

Share Repurchase Program

On September 16, 2020, the Board of Directors authorized a share repurchase program under which the Company may repurchase up to $50 million of its outstanding common shares during the next 12 months. Purchases under the program may be made from time to time in the open market and through privately negotiated transactions, in block trades and/or through other legally permissible means, depending on market conditions and in accordance with applicable rules and regulations. The Company's board of directors will review the share repurchase program periodically, and may authorize adjustment of its terms and size. The Company plans to fund repurchases from its existing cash balance.

Management Transition

A10 also announced that, effective September 17, 2020, Tom Constantino will be leaving the Company. Mr. Constantino’s departure is not the result of any disagreement with the Company on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure. Brian Becker, A10’s Vice President and Corporate Controller, has been named Interim Chief Financial Officer. Mr. Becker joined A10 in early 2018 and has been responsible for the company’s cash management activities, SEC reporting, and internal controls. Mr. Becker began his career at Ernst & Young, LLP and has nearly 20 years of experience in various accounting and finance roles.

“We thank Tom for his years of service to A10 and wish him well in his future endeavors,” added Trivedi. “Brian has been a trusted part of the finance organization and he is well-prepared to continue the initiatives we have in place to drive organic growth and operational efficiency while the Board seeks the ideal permanent CFO.”

Third Quarter 2020 Earnings Results Announcement

The Company announced it will release financial results for its third quarter ended September 30, 2020, after the U.S. markets close on Tuesday, October 27, 2020. Management will host a call that same day at 1:30 p.m. Pacific time (4:30 p.m. Eastern time) to discuss the results.

Interested parties may access the conference call by dialing + 1-844-792-3728 or + 1-412-317-5105.

A live audio webcast of the conference call will be accessible from the “Investor Relations” section of A10 Network’s website at investors.a10networks.com. The webcast will be archived for at least 90 days. A telephonic replay of the conference call will be available two hours after the call and will run for five business days and may be accessed by dialing + 1-877-344-7529 or + 1-412-317-0088 and entering the passcode 10147980.

A presentation with management’s prepared remarks on its third quarter 2020 financial results and supplemental financial information will be posted to the website following the issuance of the company’s third quarter 2020 results press release after U.S. markets close on Tuesday, October 27, 2020. These materials will be accessible from the “Investor Relations” section of A10 Network’s website at investors.a10networks.com.

Forward-Looking Statements

This press release contains “forward-looking statements,” within the meaning of Section 27A of the Securities Act of 1933. These forward-looking statements may be identified by terms such as anticipate, believe, foresee, expect, may, will, provide, could and should and the negative of these terms or other similar expressions. These forward-looking statements include, but are not limited to, statements regarding our third quarter 2020 expected results, particularly as to revenue, operating expense, and cash flow from operations, our positioning with respect to our operating results and resulting from our cash flow from operations and balance sheet, and statements about the share

repurchase program, and the timing of our earnings results announcement. Forward-looking statements are subject to known and unknown risks and uncertainties and are based on assumptions that may prove to be incorrect, which could cause actual results to differ materially from those expected or implied by the forward-looking statements. Factors that may cause actual results to differ include public health requirements in response to the outbreak of COVID-19 and the impact on our business and operations, which is evolving and beyond our control, and the timing of customer orders and product shipments; members of our management team or a significant number of our global employee base becoming ill with COVID-19; changes in government regulations and mandates to address COVID-19 that may adversely impact our ability to continue to operate without disruption; a significant decline in global macroeconomic conditions that may have an adverse impact on our business and financial results; challenges to our infrastructure because of the number of employees working from remote locations, a cyberattack or other issues associated with remote connectivity; business interruptions related to our supply chain; our ability to manage our business and expenses if customers cancel or delay orders; execution risks related to closing key deals and improving our execution; the continued market adoption of our products; our ability to successfully anticipate market needs and opportunities; our timely development of new products and features; our ability to achieve or maintain profitability, any loss or delay of expected purchases by our largest end-customers; our ability to maintain or improve our competitive position; competitive and execution risks related to cloud-based computing trends; our ability to attract and retain new end-customers and our largest end-consumers; our ability to maintain and enhance our brand and reputation; changes demanded by our customers in the deployment and payment model for our products; continued growth in markets relating to network security; the success of any future acquisitions or investments in complementary companies, products, services or technologies; the ability of our sales team to execute; our ability to shorten our sales cycles; the ability of our channel partners to sell our products; variations in product mix or geographic locations of our sales; risks associated with our presence in international markets, our ability to administer our share repurchase program and other risks discussed in “Risk Factors” in our filings with the Securities and Exchange Commission, including our Form 10-K filed with the Securities and Exchange Committee on March 10, 2020. We do not intend to update or alter our forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

Non-GAAP Financial Measures

In addition to disclosing financial measures prepared in accordance with U.S. generally accepted accounting principles (GAAP), this press release contains certain projected non-GAAP financial measures, including projected non-GAAP operating expense. Non-GAAP financial measures do not have any standardized meaning and are therefore unlikely to be comparable to similarly titled measures presented by other companies.

A10 Networks considers these non-GAAP financial measures to be important because they provide useful measures of the operating performance of the company, exclusive of unusual events or factors that do not directly affect what we consider to be our core operating performance, and are used by the company's management for that purpose.

Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. A reconciliation of non-GAAP guidance measures to corresponding GAAP measures on a forward-looking basis is not available due to high variability and low visibility with respect to the charges which are excluded from these non-GAAP measures.

We define non-GAAP operating income as our GAAP operating income (loss) excluding: (i) stock-based compensation and related payroll tax, (ii) amortization expense related to acquisition and (iii) non-recurring expenses associated with the litigation settlement expense and internal investigation, (iv) restructuring expense, and related tax, and (v) non-recurring facilities expense.

About A10 Networks

A10 Networks (NYSE: ATEN) provides secure application services for on-premises, multi-cloud and edge-cloud environments at hyperscale. Our mission is to enable service providers and enterprises to deliver business-critical applications that are secure, available and efficient for multi-cloud transformation and 5G readiness. We deliver

better business outcomes that support investment protection, new business models and help future-proof infrastructures, empowering our customers to provide the most secure and available digital experience. Founded in 2004, A10 Networks is based in San Jose, Calif. and serves customers globally. For more information, visit www.a10networks.com and follow us @A10Networks.

Investor Contact:

Rob Fink

FNK IR

(646) 809-4048

Rob@fnkir.com

Brian Becker

Interim Chief Financial Officer

investors@a10networks.com