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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Franklin Income Opportunities Fund
SEC Filings (Chronological Order)
Denna sida innehåller en komplett, kronologisk lista över SEC-arkiveringar, exklusive ägande-arkiveringar som vi tillhandahåller på andra ställen.
| February 5, 2015 |
FIO / / OPPENHEIMER FUNDS INC - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* FUSION-IO, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 36112J107 (CUSIP Number) 12/31/2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is f |
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| February 3, 2015 |
FIO / / New Enterprise Associates 12, Limited Partnership - FUSION-IO Passive Investment SC 13G/A 1 fusion-sch13g317751.htm FUSION-IO UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Fusion-io, Inc. (Name of Issuer) Common Stock, $.0002 par value per share (Title of Class of Securities) 36112J107 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of this Statement) Check |
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| December 16, 2014 |
As filed with the Securities and Exchange Commission on December 16, 2014 Registration No. |
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| December 16, 2014 |
As filed with the Securities and Exchange Commission on December 16, 2014 Registration No. |
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| December 16, 2014 |
As filed with the Securities and Exchange Commission on December 16, 2014 Registration No. |
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| December 16, 2014 |
As filed with the Securities and Exchange Commission on December 16, 2014 Registration No. |
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| December 16, 2014 |
As filed with the Securities and Exchange Commission on December 16, 2014 Registration No. |
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| August 5, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-35188 Fusion-io, Inc. (Exact name of registrant as specified in its char |
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| July 23, 2014 |
SANDISK COMPLETES ACQUISITION OF FUSION-IO Acquisition to Boost SanDisk’s Enterprise Growth Exhibit (a)(5)(L) NEWS RELEASE SanDisk Corporation 951 SanDisk Drive Milpitas, CA 95035-7932 Phone: 408-801-1000 SANDISK COMPLETES ACQUISITION OF FUSION-IO Acquisition to Boost SanDisk’s Enterprise Growth MILPITAS, Calif. |
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| July 23, 2014 |
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 July 23, 2014 Date of Report (date of earliest event reported) Fusion-io, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-35188 20-4232255 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| July 23, 2014 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9/A (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 4) Fusion-io, Inc. (Name of Subject Company) Fusion-io, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.0002 per share (Title of Class of Securities) 36112J107 (CUSIP Number of |
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| July 23, 2014 |
AMENDED AND RESTATED FUSION-IO, INC. A Delaware Corporation Effective July 23, 2014 EX-3.2 3 a14-176021ex3d2.htm EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF FUSION-IO, INC. A Delaware Corporation Effective July 23, 2014 TABLE OF CONTENTS Page ARTICLE I OFFICES Section 1.1 Registered Office 1 Section 1.2 Other Offices 1 ARTICLE II MEETINGS OF STOCKHOLDERS Section 2.1 Place of Meetings 2 Section 2.2 Annual Meeting 2 Section 2.3 Special Meeting 2 Section 2.4 Advance Notice Pro |
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| July 23, 2014 |
SNDK / SanDisk Corporation SC TO-T/A - - SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 4) FUSION-IO, INC. (Names of Subject Company (Issuer)) FLIGHT MERGER SUB, INC. (Name of Filing Persons (Offeror)) a wholly owned subsidiary of SANDISK CORPORATION (Name of Filing Persons (Parent of Offero |
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| July 23, 2014 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on August 4, 2014, pursuant to the provisions of Rule 12d2-2 (a). |
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| July 23, 2014 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION FUSION-IO, INC. EX-3.1 2 a14-176021ex3d1.htm EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FUSION-IO, INC. FIRST: The name of the Corporation is Fusion-io, Inc. (the “Corporation”). SECOND: The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at that addres |
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| July 17, 2014 |
SNDK / SanDisk Corporation SC TO-T/A - - SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 3) FUSION-IO, INC. (Names of Subject Company (Issuer)) FLIGHT MERGER SUB, INC. (Name of Filing Persons (Offeror)) a wholly owned subsidiary of SANDISK CORPORATION (Name of Filing Persons (Parent of Offero |
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| July 17, 2014 |
Q2 2014 SanDisk Corp Earnings Call Exhibit (a)(5)(k) Q2 2014 SanDisk Corp Earnings Call July 16, 2014, 2:00PM PDT / 9:00PM GMT Excerpts from Edited Transcript *** denotes excluded content Excerpts from Prepared Remarks: Operator: Good day, and welcome to the SanDisk second-quarter 2014 financial results conference call. |
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| July 16, 2014 |
SNDK / SanDisk Corporation SC TO-T/A - - SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 2) FUSION-IO, INC. (Names of Subject Company (Issuer)) FLIGHT MERGER SUB, INC. (Name of Filing Persons (Offeror)) a wholly owned subsidiary of SANDISK CORPORATION (Name of Filing Persons (Parent of Offero |
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| July 16, 2014 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9/A (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 3) Fusion-io, Inc. (Name of Subject Company) Fusion-io, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.0002 per share (Title of Class of Securities) 36112J107 (CUSIP Number of |
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| July 16, 2014 |
Exhibit (d)(14) NEWS RELEASE SanDisk Corporation 951 SanDisk Drive Milpitas, CA 95035-7932 Phone: 408-801-1000 SANDISK ANNOUNCES EXPIRATION OF HSR WAITING PERIOD FOR PROPOSED ACQUISITION OF FUSION-IO Transaction on Track to Close in the Third Quarter of SanDisk’s Fiscal 2014 MILPITAS, Calif. |
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| July 16, 2014 |
EX-99.(D)(13) 2 a14-1583911ex99dd13.htm EX-99.(D)(13) Exhibit (d)(13) July 15, 2014 SanDisk Corporation 951 SanDisk Drive Milpitas, CA 95035-7933 Re: German Antitrust Approval Ladies and Gentlemen: Reference is made to that certain Agreement and Plan of Merger, dated as of June 16, 2014 (the “Merger Agreement”), by and among SanDisk Corporation, a Delaware corporation (“Parent”), Flight Merger Sub |
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| July 11, 2014 |
Exhibit (d)(12) June 14, 2014 (revised) Lance Smith Delivered via electronic mail Dear Lance, We are pleased to extend you an offer of employment with SanDisk Corporation (“SanDisk” or the “Company”), contingent upon and effective at the closing of the transactions contemplated by that certain Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Flight Merger Sub, Inc. |
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| July 11, 2014 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 2) Fusion-io, Inc. (Name of Subject Company) Fusion-io, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.0002 per share (Title of Class of Securities) 36112J107 (CUSIP Number of C |
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| July 11, 2014 |
SNDK / SanDisk Corporation SC TO-T/A - - SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 1) FUSION-IO, INC. (Names of Subject Company (Issuer)) FLIGHT MERGER SUB, INC. (Name of Filing Persons (Offeror)) a wholly owned subsidiary of SANDISK CORPORATION (Name of Filing Persons (Parent of Offero |
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| July 8, 2014 |
FUSION-IO, INC. Notice to Holders of Options and Restricted Stock Units July 7, 2014 EX-99.(E)(32) 3 a14-159192ex99de32.htm EX-99.(E)(32) Exhibit (e)(32) FUSION-IO, INC. Notice to Holders of Options and Restricted Stock Units July 7, 2014 As you know, Fusion-io, Inc. (the “Fusion-io”) recently entered into an Agreement and Plan of Merger (the “Merger Agreement”) with SanDisk Corporation (“SanDisk”) and Flight Merger Sub, Inc., a wholly-owned subsidiary of SanDisk (the “Merger Sub” |
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| July 8, 2014 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 1) Fusion-io, Inc. (Name of Subject Company) Fusion-io, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.0002 per share (Title of Class of Securities) 36112J107 (CUSIP Number of C |
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| July 8, 2014 |
Termination of Employee Stock Purchase Plan July 7, 2014 EX-99.(E)(31) 2 a14-159192ex99de31.htm EX-99.(E)(31) Exhibit (e)(31) Termination of Employee Stock Purchase Plan July 7, 2014 As you know, Fusion-io, Inc. (the “Company”) recently entered into an Agreement and Plan of Merger (the “Merger Agreement”) with SanDisk Corporation (“Parent”), and Flight Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (the “Merger Sub”). Und |
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| June 24, 2014 |
Exhibit (d)(12) June 14, 2014 (revised) Lance Smith Delivered via electronic mail Dear Lance, We are pleased to extend you an offer of employment with SanDisk Corporation (“SanDisk” or the “Company”), contingent upon and effective at the closing of the transactions contemplated by that certain Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Flight Merger Sub, Inc. |
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| June 24, 2014 |
SC 14D9 1 a2220601zsc14d9.htm SC 14D9 Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Fusion-io, Inc. (Name of Subject Company) Fusion-io, Inc. (Name of Persons Fi |
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| June 24, 2014 |
QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(C) NOTICE OF GUARANTEED DELIVERY (Not to be Used for Signature Guarantee) To Tender Shares of Common Stock of FUSION-IO, INC. |
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| June 24, 2014 |
Exhibit (d)(3) SUPPORT AGREEMENT THIS SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of June 16, 2014 by and between SanDisk Corporation, a Delaware corporation (“Parent”), and the undersigned stockholder(s) (“Stockholder”) of Fusion-io, Inc. |
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| June 24, 2014 |
[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] Exhibit (d)(11) CONFIDENTIAL May 23, 2014 Fusion-io, Inc. 2825 East Cottonwood Parkway, Suite 100 Salt Lake City, Utah 84101 Attn: Shane Robison, CEO Dear Mr. Robison: Fusion-io, Inc. (the “Company”) and SanDisk Corporation (“Buyer”) are currently in negotiations related to a possible transaction between the Company and the Buyer, involving the acquisition of 100% of the issued and outstanding ful |
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| June 24, 2014 |
Exhibit (d)(9) SUPPORT AGREEMENT THIS SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of June 16, 2014 by and between SanDisk Corporation, a Delaware corporation (“Parent”), and the undersigned stockholder(s) (“Stockholder”) of Fusion-io, Inc. |
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| June 24, 2014 |
EX-99.(D)(4) 10 a2220589zex-99d4.htm EX-99.(D)(4) Exhibit (d)(4) SUPPORT AGREEMENT THIS SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of June 16, 2014 by and between SanDisk Corporation, a Delaware corporation (“Parent”), and the undersigned stockholder(s) (“Stockholder”) of Fusion-io, Inc., a Delaware corporation (the “Company”). W I T N E S S E T H: WHEREAS, concurrently with |
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| June 24, 2014 |
Exhibit (d)(2) SUPPORT AGREEMENT THIS SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of June 16, 2014 by and between SanDisk Corporation, a Delaware corporation (“Parent”), and the undersigned stockholder(s) (“Stockholder”) of Fusion-io, Inc. |
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| June 24, 2014 |
Exhibit (d)(6) SUPPORT AGREEMENT THIS SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of June 16, 2014 by and between SanDisk Corporation, a Delaware corporation (“Parent”), and the undersigned stockholder(s) (“Stockholder”) of Fusion-io, Inc. |
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| June 24, 2014 |
QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(A) OFFER TO PURCHASE All Outstanding Shares of Common Stock of FUSION-IO, INC. |
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| June 24, 2014 |
QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(E) Offer To Purchase All Outstanding Shares of Common Stock of FUSION-IO, INC. |
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| June 24, 2014 |
Exhibit (d)(7) SUPPORT AGREEMENT THIS SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of June 16, 2014 by and between SanDisk Corporation, a Delaware corporation (“Parent”), and the undersigned stockholder(s) (“Stockholder”) of Fusion-io, Inc. |
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| June 24, 2014 |
Exhibit (d)(8) SUPPORT AGREEMENT THIS SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of June 16, 2014 by and between SanDisk Corporation, a Delaware corporation (“Parent”), and the undersigned stockholder(s) (“Stockholder”) of Fusion-io, Inc. |
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| June 24, 2014 |
QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(B) Letter of Transmittal To Tender Shares of Common Stock of FUSION-IO, INC. |
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| June 24, 2014 |
Exhibit (a)(1)(D) Offer To Purchase All Outstanding Shares of Common Stock of FUSION-IO, INC. |
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| June 24, 2014 |
Letter to Stockholders of Fusion-io, Inc. June 24, 2014 QuickLinks - Click here to rapidly navigate through this document Exhibit 99.(a)(1)(F) Letter to Stockholders of Fusion-io, Inc. June 24, 2014 Dear Stockholder: We are pleased to inform you that on June 16, 2014, Fusion-io, Inc. ("Fusion-io") entered into a definitive acquisition agreement (the "Acquisition Agreement") with SanDisk Corporation ("SanDisk") and Flight Merger Sub, Inc. ("Purchaser"), |
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| June 24, 2014 |
QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| June 24, 2014 |
Exhibit (d)(5) SUPPORT AGREEMENT THIS SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of June 16, 2014 by and between SanDisk Corporation, a Delaware corporation (“Parent”), and the undersigned stockholder(s) (“Stockholder”) of Fusion-io, Inc. |
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| June 24, 2014 |
Exhibit (d)(10) NONDISCLOSURE AGREEMENT THIS NONDISCLOSURE AGREEMENT (this “Agreement”) is entered into and is effective as of November 18, 2013 (the “Effective Date”), by and between Fusion-io, Inc. |
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| June 24, 2014 |
Exhibit (a)(1)(F) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below), and the provisions herein are subject in their entirety to the provisions of the Offer (as defined below). |
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| June 23, 2014 |
Welcome to SanDisk! Sanjay Mehrotra, President and Chief Executive Officer June 23, 2014 Exhibit 99.1 Welcome to SanDisk! Sanjay Mehrotra, President and Chief Executive Officer June 23, 2014 2 Additional Information This communication does not constitute an offer to buy or a solicitation of an offer to sell any securities. SanDisk has not yet commenced the tender offer for the shares of Fusion-io, Inc. at this time. Upon commencement of the tender offer, SanDisk will file with the SEC |
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| June 23, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Fusion-io, Inc. (Name of Subject Company (Issuer)) Flight Merger Sub, Inc. (Name of Filing Persons (Offerors)) a wholly owned subsidiary of SanDisk Corporation (Name of Filing Persons (Offerors)) Common S |
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| June 16, 2014 |
Exhibit 99.4 SanDisk Corporation 951 SanDisk Drive Milpitas, CA 95035-7932 Phone: 408-801-1000 June 16, 2014 Dear Customer, Today we announced that we have entered into an agreement to acquire Fusion-io, a leading developer of PCIe-based application acceleration solutions with strong hardware, software and system capabilities. This announcement marks a significant step forward toward our objective |
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| June 16, 2014 |
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): June 16, 2014 SanDisk Corporation (Exact name of registrant as specified in its charter) Delaware 000-26734 77-0191793 (State or other jurisdiction of incorporation) (Commission File |
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| June 16, 2014 |
EX-99.5 6 a14-155003ex99d5.htm EX-99.5 Exhibit 99.5 SanDisk Corporation 951 SanDisk Drive Milpitas, CA 95035-7932 Phone: 408-801-1000 June 16, 2014 Dear Partner, Today we announced that we have entered into a definitive agreement to acquire Fusion-io, a leading developer of PCIe flash-based application acceleration solutions with strong hardware, software and system capabilities. This announcement |
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| June 16, 2014 |
EX-99.1 Exhibit 99.1 NEWS RELEASE SanDisk Corporation 951 SanDisk Drive Milpitas, CA 95035-7932 Phone: 408-801-1000 SANDISK SIGNS DEFINITIVE AGREEMENT TO ACQUIRE FUSION-IO Leader in Application Acceleration Flash Solutions to Boost SanDisk’s Enterprise Growth MILPITAS, Calif., and Salt Lake City, Utah, June 16, 2014 - SanDisk Corporation (NASDAQ: SNDK), a global leader in flash storage solutions, |
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| June 16, 2014 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events 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 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): June 16, 2014 Fusion-io, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35188 20-4232255 (State or other jurisdiction of incorporation) (Commission File |
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| June 16, 2014 |
EX-2.1 2 a14-155002ex2d1.htm EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER BY AND AMONG SANDISK CORPORATION FLIGHT MERGER SUB, INC. AND FUSION-IO, INC. JUNE 16, 2014 TABLE OF CONTENTS Page Article I THE OFFER 1.1 The Offer 2 1.2 Company Actions 10 Article II THE MERGER 2.1 The Merger 12 2.2 The Merger Closing 13 2.3 Certificate of Incorporation and Bylaws of the Surviving Corpo |
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| June 16, 2014 |
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): June 16, 2014 SanDisk Corporation (Exact name of registrant as specified in its charter) Delaware 000-26734 77-0191793 (State or other jurisdiction of incorporation) (Commission File |
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| June 16, 2014 |
EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER BY AND AMONG SANDISK CORPORATION FLIGHT MERGER SUB, INC. AND FUSION-IO, INC. JUNE 16, 2014 TABLE OF CONTENTS Page Article I THE OFFER 1.1 The Offer 2 1.2 Company Actions 10 Article II THE MERGER 2.1 The Merger 12 2.2 The Merger Closing 13 2.3 Certificate of Incorporation and Bylaws of the Surviving Corporation 13 2.4 Directors and O |
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| June 16, 2014 |
Exhibit 99.6 SanDisk Sales Q&A for Fusion-io Acquisition KEY MESSAGES · SanDisk announces agreement to acquire Fusion-io in an all-cash transaction for a net $1.1B · Fusion-io is a leader in application acceleration flash-based solutions · Fusion-io adds PCIe hardware and software capabilities to SanDisk enabling SanDisk to offer a full solution portfolio to enterprise and data center customers · |
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| June 16, 2014 |
Exhibit 99.1 NEWS RELEASE SanDisk Corporation 951 SanDisk Drive Milpitas, CA 95035-7932 Phone: 408-801-1000 SANDISK SIGNS DEFINITIVE AGREEMENT TO ACQUIRE FUSION-IO Leader in Application Acceleration Flash Solutions to Boost SanDisk’s Enterprise Growth MILPITAS, Calif., and Salt Lake City, Utah, June 16, 2014 - SanDisk Corporation (NASDAQ: SNDK), a global leader in flash storage solutions, today an |
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| June 16, 2014 |
Exhibit 99.2 SanDisk Corporation 951 SanDisk Drive Milpitas, CA 95035-7932 Phone: 408-801-1000 June 16, 2014 Fusion-io Team: By now you would have seen Shane’s email announcing today’s important news. Let me be the first from SanDisk to welcome you to our team. Fusion-io and SanDisk share many values in common. Both companies are innovators, have enabled the growth of key markets, possess some of |
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| June 16, 2014 |
Exhibit 99.7 SanDisk Acquiring Fusion-io Fusion-io is a leading developer of PCIe-based application acceleration solutions Fusion-io complements SanDisk’s Enterprise SSD product portfolio and will benefit from SanDisk’s vertical integration The combination will create the most complete and competitive flash-accelerated Enterprise storage sub-system provider Objective to continue customer and partn |
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| June 16, 2014 |
CNBC’s Silicon Alley with Jon Fortt and Kayla Tausche Exhibit 99.8 CNBC’s Silicon Alley with Jon Fortt and Kayla Tausche June 16, 2014 8:08am PST Jon Fortt: SanDisk buying Fusion-io, or at least trying to, for a little over $1 billion in an attempt to bulk up its flash storage business in the enterprise. Fusion-io shares are jumping more than 22% on the news this morning. SanDisk shares up, too, as a matter of fact. Joining us now, first on CNBC, is |
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| June 16, 2014 |
EX-99.1 2 a14-155003ex99d1.htm EX-99.1 Exhibit 99.1 SanDisk Corporation 951 SanDisk Drive Milpitas, CA 95035-7932 Phone: 408-801-1000 June 16, 2014 SanDisk Team: I am excited to inform you that we announced this morning a definitive agreement to acquire Fusion-io, a pioneer in application acceleration flash solutions for $1.1 billion net of cash assumed. Fusion-io is a recognized leader in PCIe-ba |
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| June 16, 2014 |
SC14D9C SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 Fusion-io, Inc. (Name of Subject Company) Fusion-io, Inc. (Name of Person(s) Filing Statement) Common Stock, par value $0.0002 per share (Title of Class of Securities) 36112J107 (CUSIP Number of Class of Securities) Sha |
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| June 16, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Fusion-io, Inc. (Name of Subject Company (Issuer)) Flight Merger Sub, Inc. (Name of Filing Persons (Offerors)) a wholly owned subsidiary of SanDisk Corporation (Name of Filing Persons (Offerors)) Common S |
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| June 16, 2014 |
SANDISK Moderator: Jay Iyer June 16, 2014 7:30 am CT Exhibit 99.3 SANDISK, INC. Moderator: Jay Iyer 06-16-14/7:30 am CT Confirmation # 7166112 SANDISK Moderator: Jay Iyer June 16, 2014 7:30 am CT Operator: Please stand by, we’re about to begin. Good day and welcome to the SanDisk acquisition of Fusion-io conference call. Today’s conference is being recorded. At this time I would like to turn the conference over to Jay Iyer of investor relations. Ple |
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| June 16, 2014 |
Exhibit 2.2 SUPPORT AGREEMENT THIS SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of June 16, 2014 by and between SanDisk Corporation, a Delaware corporation (“Parent”), and the undersigned stockholder(s) (“Stockholder”) of Fusion-io, Inc., a Delaware corporation (the “Company”). W I T N E S S E T H: WHEREAS, concurrently with the execution of this Agreement, Parent, Flight Merge |
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| June 16, 2014 |
EX-2.2 Exhibit 2.2 SUPPORT AGREEMENT THIS SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of June 16, 2014 by and between SanDisk Corporation, a Delaware corporation (“Parent”), and the undersigned stockholder(s) (“Stockholder”) of Fusion-io, Inc., a Delaware corporation (the “Company”). W I T N E S S E T H: WHEREAS, concurrently with the execution of this Agreement, Parent, Fligh |
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| June 2, 2014 |
FORM SD UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT FUSION-IO, INC. (Exact name of Registrant as Specified in Charter) Delaware 001-35188 20-4232255 (State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S. Employer Identification Number) 2855 E. Cottonwood Parkway, Suite 100 Salt Lake City, Uta |
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| June 2, 2014 |
Fusion-io, Inc. Conflict Minerals Report For The Year Ended December 31, 2013 EX-1.02 Exhibit 1.02 Fusion-io, Inc. Conflict Minerals Report For The Year Ended December 31, 2013 1. Introduction This report for the year ended December 31, 2013 has been prepared pursuant to Rule 13p-1 under the Securities Exchange Act of 1934 (“the Rule”). The Rule was adopted by the Securities and Exchange Commission (“SEC”) to implement reporting and disclosure requirements related to Confli |
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| May 8, 2014 |
Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 23, 2014 |
EX-99.1 Exhibit 99.1 Fusion-io Reports Fiscal Third Quarter 2014 Results SALT LAKE CITY – Apr. 23, 2014 – Fusion-io (NYSE: FIO) today announced its financial results for its fiscal third quarter ended March 31, 2014. • Revenue: $100.5 million • GAAP Gross Margin of 51.0% and Non-GAAP Gross Margin of 52.4% • GAAP Net Loss per Diluted Share: $0.29 • Non-GAAP Net Loss per Diluted Share: $0.10 • Cash |
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| April 23, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition Form 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 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): April 23, 2014 Fusion-io, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35188 20-4232255 (State or other jurisdiction of incorporation) (Commission |
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| February 12, 2014 |
FUSION-IO, INC. CONSULTING AGREEMENT EX-10.1 Exhibit 10.1 FUSION-IO, INC. CONSULTING AGREEMENT This Consulting Agreement (this “Agreement”) is made and entered into as of February 11, 2014 (the “Effective Date”) by and between Fusion-io, Inc., a Delaware corporation (the “Company”), and Shawn Lindquist (“Consultant”) (each herein referred to individually as a “Party,” or collectively as the “Parties”). The Company desires to retain C |
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| February 12, 2014 |
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 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): February 11, 2014 Fusion-io, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35188 20-4232255 (State or other jurisdiction of incorporation) (Commission F |
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| February 12, 2014 |
FIO / / New Enterprise Associates 12, Limited Partnership - FUSION-IO Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Fusion-io, Inc. (Name of Issuer) Common Stock, $.0002 par value per share (Title of Class of Securities) 36112J107 (CUSIP Number) December 31, 2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pu |
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| February 7, 2014 |
Fusion-io Policies. Procedures. and Conditions of Emplovment EX-10.5 Exhibit 10.5 Headquarters Silicon Valley Office 6350 S. 3000 E. #600 2130 Gold St. Ste 200 Salt Lake City, Utah 84121 Alviso, CA 95002 June 22, 2010 Via Electronic Mail Mr. David Sampson Dear David, Congratulations! Fusion-io, Inc. (“Fusion-io” or the “Company’’) is pleased to offer you the position of Vice President of Finance at Fusion-io, which is a full-time, exempt position, reporting |
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| February 7, 2014 |
EX-10.3 Exhibit 10.3 Headquarters Silicon Valley Office 2855 E. Cottonwood Parkway, Suite 100 2880 Junction Avenue Salt Lake City, Utah 84121 San Jose, CA 95134 November 11, 2013 Via Electronic Mail Mr. Ian Whiting Dear Ian: Congratulations! Fusion-io, Inc. (the “Company”, “Fusion-io” or “we”) is pleased to offer you the position of Executive Vice President, Sales at Fusion-io, which is a full-tim |
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| February 7, 2014 |
FUSION-IO, INC. 2011 EMPLOYEE STOCK PURCHASE PLAN as amended and restated on November 21, 2013 EX-10.1 Exhibit 10.1 FUSION-IO, INC. 2011 EMPLOYEE STOCK PURCHASE PLAN as amended and restated on November 21, 2013 1. Purpose. The purpose of the Plan is to provide employees of the Company and its Designated Subsidiaries with an opportunity to purchase Common Stock through accumulated Contributions. The Companys intention is to have Plan qualify as an employee stock purchase plan under Sectio |
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| February 7, 2014 |
EX-10.2 Exhibit 10.2 Headquarters Silicon Valley Office 2855 E. Cottonwood Parkway, Suite 100 2880 Junction Avenue Salt Lake City, Utah 84121 San Jose, CA 95134 CONFIDENTIAL November 26, 2013 Via Electronic Mail Mr. Ted Hull Dear Ted: Congratulations! Fusion-io, Inc. (the “Company”, “Fusion-io” or “we”) is pleased to offer you the position of Chief Financial Officer and Executive Vice President at |
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| February 7, 2014 |
FIO / / WADDELL & REED FINANCIAL INC - FUSION-IO, INC. Passive Investment Fusion-io, Inc. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Fusion-io, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 36112J107 (CUSIP Number) December 31, 2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule i |
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| February 7, 2014 |
Power of Attorney EXHIBIT 3 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, THAT: The undersigned, Waddell & Reed Financial, Inc. |
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| February 7, 2014 |
EX-10.4 Exhibit 10.4 Headquarters Silicon Valley Office 2855 E. Cottonwood Parkway, Suite 100 2880 Junction Avenue Salt Lake City, Utah 84121 San Jose, CA 95134 October 3, 2013 Via Electronic Mail Mr. Gary Smerdon Dear Gary: Congratulations! Fusion-io, Inc. (the “Company”, “Fusion-io” or “we”) is pleased to offer you the position of Chief Strategy Officer and Executive Vice President at Fusion-io, |
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| February 7, 2014 |
10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| February 7, 2014 |
SEPARATION AGREEMENT AND RELEASE OF CLAIMS EX-10.7 Exhibit 10.7 SEPARATION AGREEMENT AND RELEASE OF CLAIMS THIS SEPARATION AGREEMENT AND RELEASE OF CLAIMS (this “Agreement”) is made by and between Fusion-io, Inc. (the “Company”), and James L. Dawson (“Employee”). The Company and Employee are sometimes collectively referred to herein as the “Parties” and individually referred to as a “Party”. RECITALS WHEREAS, Employee plans to resign from |
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| February 7, 2014 |
Identification and Classification of the Subsidiary Which Acquired the Security EXHIBIT 2 Waddell & Reed Investment Management Company - Tax ID No. 48-1106973 Investment Advisor registered under Section 203 of the Investment Advisors Act of 1940 Ivy Investment Management Company - Tax ID No. 03-0481447 Investment Advisor registered under Section 203 of the Investment Advisors Act of 1940 |
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| February 7, 2014 |
EX-10.6 Exhibit 10.6 RELEASE OF CLAIMS THIS RELEASE OF CLAIMS (this “Agreement”) is made by and between Fusion-io, Inc. (the “Company”), and Dennis P. Wolf (“Employee”). The Company and Employee are sometimes collectively referred to herein as the “Parties” and individually referred to as a “Party”. RECITALS WHEREAS, Employee’s has voluntarily resigned his employment with the Company effective Nov |
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| February 7, 2014 |
Joint Filing Agreement EXHIBIT 1 JOINT FILING AGREEMENT Waddell & Reed Financial, Inc. |
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| February 6, 2014 |
FIO / / OPPENHEIMER FUNDS INC - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* FUSION-IO, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 36112J107 (CUSIP Number) 12/31/2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is fil |
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| January 22, 2014 |
EX-99.1 Exhibit 99.1 Fusion-io Reports Fiscal Second Quarter 2014 Results SALT LAKE CITY – Jan. 22, 2014 – Fusion-io (NYSE: FIO) today announced its financial results for its fiscal second quarter ended December 31, 2013. • Revenue: $94.5 million • GAAP Gross Margin of 56.1% and Non-GAAP Gross Margin of 57.6% • GAAP Net Loss per Diluted Share: $0.20 • Non-GAAP Net Loss per Diluted Share: $0.06 • O |
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| January 22, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K Form 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 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): January 22, 2014 Fusion-io, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35188 20-4232255 (State or other jurisdiction of incorporation) (Commissi |
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| January 16, 2014 |
FIO / / Flynn David A. - AMENDMENT NO. 2 Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Fusion-io, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 36112J 107 (CUSIP Number) December 31, 2013 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sche |
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| December 5, 2013 |
Form 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 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): December 5, 2013 Fusion-io, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35188 20-4232255 (State or other jurisdiction of incorporation) (Commissi |
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| November 26, 2013 |
Submission of Matters to a Vote of Security Holders - FORM 8-K Form 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 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): November 21, 2013 Fusion-io, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35188 20-4232255 (State or other jurisdiction of incorporation) (Commiss |
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| November 8, 2013 |
10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 1, 2013 |
DEFR14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule |
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| November 1, 2013 |
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 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): October 29, 2013 Fusion-io, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35188 20-4232255 (State or other jurisdiction of incorporation) (Commission Fi |
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| October 23, 2013 |
Form 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 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): October 21, 2013 Fusion-io, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35188 20-4232255 (State or other jurisdiction of incorporation) (Commissi |
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| October 23, 2013 |
Fusion-io Reports Fiscal First Quarter 2014 Results EX-99.1 Exhibit 99.1 Fusion-io Reports Fiscal First Quarter 2014 Results SALT LAKE CITY – Oct. 23, 2013 — Fusion-io (NYSE: FIO) today announced its financial results for its fiscal first quarter ended September 30, 2013. • Revenue: $86.3 million • GAAP Gross Margin of 57.7% and Non-GAAP Gross Margin of 59.4% • GAAP Net Loss per Diluted Share: $0.28 • Non-GAAP Net Loss per Diluted Share: $0.07 • Ca |
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| October 10, 2013 |
- DEFINITIVE ADDITIONAL MATERIALS Definitive Additional Materials UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| October 10, 2013 |
DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| September 13, 2013 |
Form 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 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): September 13, 2013 Fusion-io, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35188 20-4232255 (State or other jurisdiction of incorporation) (Commis |
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| September 13, 2013 |
EX-10.1 Exhibit 10.1 EXECUTION VERSION $25,000,000 SENIOR CREDIT FACILITIES CREDIT AGREEMENT dated as of September 13, 2013 among FUSION-IO, INC. as the Borrower, THE SEVERAL LENDERS FROM TIME TO TIME PARTIES HERETO, and SILICON VALLEY BANK, as Administrative Agent and Issuing Lender Table of Contents Page SECTION 1 DEFINITIONS 1 1.1 Defined Terms 1 1.2 Other Definitional Provisions 24 SECTION 2 A |
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| August 28, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Form 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 28, 2013 |
FORM OF ACKNOWLEDGEMENT AND AGREEMENT EX-10.19 Exhibit 10.19 FORM OF ACKNOWLEDGEMENT AND AGREEMENT As a condition of, and in consideration of, the retention bonus in the gross amount of One Hundred Thousand Dollars ($100,000.00), which will be paid, less applicable withholding taxes (the “Bonus”), to you in the next payroll (scheduled for May 31, 2013) in accordance with the payroll policies and practices of Fusion-io, Inc. (the “Comp |
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| August 28, 2013 |
SUBSIDIARIES OF FUSION-IO, INC. EX-21.1 3 d542419dex211.htm EX-21.1 Exhibit 21.1 SUBSIDIARIES OF FUSION-IO, INC. Fusion-io Au PTY LTD (Australia) Fusion Multisystems Ltd (Canada) Fusion-io SAS (France) Fusion-io GmbH (Germany) Fusion-io Limited (Hong Kong) Fusion-io S.r.l (Italy) Fusion-io KK (Japan) Fusion-io Singapore Private Ltd (Singapore) Fusion-io (Beijing) Info Tech Co., Ltd (China) Fusion-io Ltd (United Kingdom) Fusion-i |
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| August 28, 2013 |
- FORM S-8 REGISTRATION STATEMENT Form S-8 Registration Statement As filed with the Securities and Exchange Commission on August 28, 2013 Registration No. |
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| August 7, 2013 |
Fusion-io Reports Fourth Quarter and Fiscal Year 2013 Results EX-99.1 Exhibit 99.1 Fusion-io Reports Fourth Quarter and Fiscal Year 2013 Results SALT LAKE CITY – August 7, 2013 – Fusion-io, Inc. (NYSE: FIO) today announced its financial results for its fiscal fourth quarter and fiscal year ended June 30, 2013. • Revenue: $432.4 million in fiscal 2013 (an increase of 20% over fiscal 2012) • GAAP Gross Margin of 58.9% in fiscal 2013 and Non-GAAP Gross Margin o |
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| August 7, 2013 |
Form 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 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): August 1, 2013 Fusion-io, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35188 20-4232255 (State or other jurisdiction of incorporation) (Commission |
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| August 5, 2013 |
Form 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 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): August 1, 2013 Fusion-io, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35188 20-4232255 (State or other jurisdiction of incorporation) (Commission |
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| July 10, 2013 |
EX-99.1 Exhibit 99.1 NEXGEN STORAGE, INC. Financial Statements and Independent Auditors’ Report December 31, 2012 and 2011 NEXGEN STORAGE, INC. Table of Contents Page Independent Auditors’ Report 1 Financial Statements Balance Sheets 3 Statements of Operations 4 Statement of Changes in Stockholders’ Equity 5 Statements of Cash Flows 6 Notes to Financial Statements 7 INDEPENDENT AUDITORS’ REPORT Bo |
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| July 10, 2013 |
Financial Statements and Exhibits - FORM 8-K/A Form 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A Amendment No. |
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| July 10, 2013 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS EX-99.2 Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS On April 24, 2013, Fusion-io, Inc. (the “Company” or “Fusion-io”) completed its acquisition of NexGen Storage, Inc. (“NexGen”), pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) entered into on April 24, 2013 between Fusion-io, NexGen and Shareholder Representative Services LLC as stockholder repres |
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| June 17, 2013 |
FORM 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 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): June 14, 2013 Fusion-io, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35188 20-4232255 (State or other jurisdiction of incorporation) (Commission |
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| June 13, 2013 |
Form 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 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): June 12, 2013 Fusion-io, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35188 20-4232255 (State or other jurisdiction of incorporation) (Commission |
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| June 12, 2013 |
FORM 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 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): June 10, 2013 Fusion-io, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35188 20-4232255 (State or other jurisdiction of incorporation) (Commission |
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| May 31, 2013 |
EX-10.1 Exhibit 10.1 Headquarters 2855 E. Cottonwood Parkway, Suite 100 Salt Lake City, Utah 84121 Silicon Valley Office 2880 Junction Avenue San Jose, CA 95134 May 29, 2013 Mr. Shane V Robison Dear Shane: On behalf of Fusion-io, Inc. (the “Company”, “Fusion-io” or “we”), we are pleased to offer you the position of Chief Executive Officer, President and Chairman of the Board of Directors (the “Boa |
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| May 31, 2013 |
FUSION-IO, INC. INVOLUNTARY TERMINATION SEVERANCE AGREEMENT EX-10.2 Exhibit 10.2 FUSION-IO, INC. INVOLUNTARY TERMINATION SEVERANCE AGREEMENT THIS INVOLUNTARY TERMINATION SEVERANCE AGREEMENT (this “Agreement”) is made and entered into by and between Shane V Robison (“Employee”) and Fusion-io, Inc. (the “Company”), effective as of May 7, 2013 (the “Effective Date”). RECITALS 1. The Compensation Committee (the “Committee”) of the Board of Directors of the Com |
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| May 31, 2013 |
SEPARATION AGREEMENT AND RELEASE OF CLAIMS EX-10.4 Exhibit 10.4 SEPARATION AGREEMENT AND RELEASE OF CLAIMS THIS SEPARATION AGREEMENT AND RELEASE OF CLAIMS (this “Agreement”) is made by and between Fusion-io, Inc. (the “Company”), and Rick White (“Employee”). The Company and Employee are sometimes collectively referred to herein as the “Parties” and individually referred to as a “Party”. RECITALS WHEREAS, Employee resigned from his employme |
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| May 31, 2013 |
SEPARATION AGREEMENT AND RELEASE OF CLAIMS EX-10.3 Exhibit 10.3 SEPARATION AGREEMENT AND RELEASE OF CLAIMS THIS SEPARATION AGREEMENT AND RELEASE OF CLAIMS (this “Agreement”) is made by and between Fusion-io, Inc. (the “Company”), and David Flynn (“Employee”). The Company and Employee are sometimes collectively referred to herein as the “Parties” and individually referred to as a “Party”. RECITALS WHEREAS, Employee resigned from his employm |
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| May 31, 2013 |
Form 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 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): May 24, 2013 Fusion-io, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35188 20-4232255 (State or other jurisdiction of incorporation) (Commission F |
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| May 23, 2013 |
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 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): May 19, 2013 Fusion-io, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35188 20-4232255 (State or other jurisdiction of incorporation) (Commission File N |
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| May 13, 2013 |
Form 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 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): May 7, 2013 Fusion-io, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35188 20-4232255 (State or other jurisdiction of incorporation) (Commission Fi |
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| May 7, 2013 |
FIO / / White Rick C. - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Fusion-io, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 36112J 107 (CUSIP Number) December 31, 2012 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which |
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| May 7, 2013 |
EX-4.2 Exhibit 4.2 NEXGEN STORAGE, INC. Second Amended and Restated 2010 Equity Incentive Plan Effective Date: December 21, 2010 Approved by the Board of Directors on December 21, 2010 Approved by the Stockholders on December 21, 2010 Amended and Restated on April 22, 2013 TABLE OF CONTENTS Page ARTICLE I INTRODUCTION 1 1.1 Establishment 1 1.2 Purpose 1 ARTICLE II DEFINITIONS 1 2.1 Definitions 1 2 |
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| May 7, 2013 |
FIO / / Flynn David A. - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Fusion-io, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 36112J 107 (CUSIP Number) December 31, 2012 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which |
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| May 7, 2013 |
THIRD AMENDMENT TO LEASE AGREEMENT EX-10.12C 2 d506413dex1012c.htm EX-10.12C Exhibit 10.12C THIRD AMENDMENT TO LEASE AGREEMENT This THIRD AMENDMENT TO LEASE AGREEMENT (“Third Amendment”) is made and entered into effective as of March 15, 2013, by and between NOP COTTONWOOD 2825, LLC, a Delaware limited liability company (“Landlord”), and FUSION-IO, INC., a Delaware corporation (“Tenant”). R E C I T A L S : A. Landlord and Fusion Mu |
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| May 7, 2013 |
Form S-8 As filed with the Securities and Exchange Commission on May 7, 2013 Registration No. |
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| May 7, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q 10-Q 1 d506413d10q.htm FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2013 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period |
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| April 24, 2013 |
EX-99.1 Exhibit 99.1 Fusion-io Reports Fiscal Third Quarter 2013 Results Expands Opportunity in Small to Medium Enterprise Market with Acquisition of NexGen Storage SALT LAKE CITY – April 24, 2013 – Fusion-io, Inc. (NYSE: FIO) today announced its financial results for its fiscal third quarter ended March 31, 2013. • Revenue: $87.7 million • GAAP Gross Margin of 55.1% and Non-GAAP Gross Margin of 5 |
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| April 24, 2013 |
Form 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 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): April 24, 2013 Fusion-io, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35188 20-4232255 (State or other jurisdiction of incorporation) (Commission |
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| April 24, 2013 |
EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER BY AND AMONG FUSION-IO, INC., CAPRI MERGER SUB, INC., NEXGEN STORAGE, INC., AND SHAREHOLDER REPRESENTATIVE SERVICES LLC, AS THE EXCLUSIVE REPRESENTATIVE OF THE EFFECTIVE TIME STOCKHOLDERS NAMED HEREIN Dated as of April 24, 2013 TABLE OF CONTENTS Page ARTICLE I. THE MERGER 2 1.1 The Merger 2 1.2 Effective Time 3 1.3 Closing 3 1.4 Effect of the Merger |
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| February 14, 2013 |
FIO / / LIGHTSPEED VENTURE PARTNERS VIII LP - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b) (Amendment No. 1)* Fusion-io, Inc. (Name of Issuer) Common Stock, par value $0.0002 per share (Title of Class of Securities) 36112J 107 (CUSIP Number) December 3 |
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| February 13, 2013 |
FIO / / New Enterprise Associates 12, Limited Partnership - FUSION-IO Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Fusion-io, Inc. (Name of Issuer) Common Stock, $.0002 par value per share (Title of Class of Securities) 36112J107 (CUSIP Number) December 31, 2012 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pu |
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| February 7, 2013 |
AMENDMENT NUMBER TWO TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT Exhibit 10.9B AMENDMENT NUMBER TWO TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amendment Number Two (this “Amendment”) by and among Fusion-io, Inc. a Delaware corporation (the “Company”), Rick White, an individual (“Executive”) and West Coast VC, LLC, a Delaware limited liability company (“WCV”) (collectively, the “Parties”), is dated as of December 30, 2012, and amends the Amended and Resta |
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| February 7, 2013 |
AMENDMENT NUMBER ONE TO THE SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT Exhibit 10.8A AMENDMENT NUMBER ONE TO THE SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amendment Number One (this “Amendment”) by and among Fusion-io, Inc. a Delaware corporation (the “Company”), David Flynn, an individual (“Executive”) and Sandusky Investments, Ltd. (“Sandusky”) (collectively, the “Parties”), is dated as of December 21, 2012, and amends the Second Amended and Restated Em |
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| February 7, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q 10-Q 1 d448308d10q.htm FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2012 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition peri |
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| January 30, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): January 30, 2013 Fusion-io, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35188 20-4232255 (State or other jurisdiction of incorporation) (Commission File N |
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| January 30, 2013 |
Fusion-io Reports 43% Year-Over-Year Revenue Growth in Fiscal Second Quarter 2013 Press Release Exhibit 99.1 Fusion-io Reports 43% Year-Over-Year Revenue Growth in Fiscal Second Quarter 2013 SALT LAKE CITY – Jan. 30, 2013 – Fusion-io, Inc. (NYSE: FIO) today announced its financial results for its fiscal second quarter ended December 31, 2012. • Revenue: $120.6 million • GAAP Gross Margin of 61.8% and Non-GAAP Gross Margin of 61.9% • GAAP Net Earnings per Diluted Share: $0.02 • |
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| November 7, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q 10-Q 1 d412866d10q.htm FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2012 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition per |
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| November 7, 2012 |
Submission of Matters to a Vote of Security Holders - FORM 8-K Form 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 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): November 6, 2012 Fusion-io, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35188 20-4232255 (State or other jurisdiction of incorporation) (Commissi |
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| October 24, 2012 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K Form 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 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): October 24, 2012 Fusion-io, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35188 20-4232255 (State or other jurisdiction of incorporation) (Commissi |
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| October 24, 2012 |
Fusion-io Reports 59% Year-Over-Year Revenue Growth in Fiscal First Quarter 2013 Press Release of Fusion-io, Inc. Exhibit 99.1 Fusion-io Reports 59% Year-Over-Year Revenue Growth in Fiscal First Quarter 2013 SALT LAKE CITY – Oct. 24, 2012 – Fusion-io, Inc. (NYSE: FIO) today announced its financial results for its fiscal first quarter ended September 30, 2012. • Revenue: $118.1 million • GAAP Gross Margin of 59.4% and Non-GAAP Gross Margin of 59.5% • GAAP Net Earnings per Dilut |
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| September 24, 2012 |
- DEFINITIVE ADDITIONAL MATERIALS Definitive Additional Materials UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| September 24, 2012 |
Definitive Proxy Statement Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| September 14, 2012 |
THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT Third Amendment to Amended and Restated Loan and Security Agreement Exhibit 10.1 THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT This THIRD AMENDMENT to Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into as of September 11, 2012, by and between Silicon Valley Bank (“Bank”) and FUSION-IO, INC. (“Borrower”). RECITALS A. Bank and Borrower entered i |
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| September 14, 2012 |
Form 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 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): September 11, 2012 Fusion-io, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35188 20-4232255 (State or other jurisdiction of incorporation) (Commis |
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| September 14, 2012 |
Fusion-io Policies, Procedures, and Conditions of Employment Offer Letter Exhibit 10.2 Corporate Headquarters Silicon Valley Office 2855 E. Cottonwood Parkway, Suite 100 2130 Gold St. Ste 200 Salt Lake City, Utah 84121 Alviso, CA 95002 August 4, 2011 Mr. Richard W. Boberg 875 Chapman Street San Jose, CA 95126 Dear Richard: As you know, Fusion-io, Inc. (the “Company”, “Fusion-io”, or “we”) is in the process of acquiring IO Turbine, Inc. (the “Transaction”). |
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| August 27, 2012 |
SUBSIDIARIES OF FUSION-IO, INC. EX-21.1 3 d357253dex211.htm SUBSIDIARIES OF THE REGISTRANT Exhibit 21.1 SUBSIDIARIES OF FUSION-IO, INC. Fusion-io Au PTY LTD (Australia) Fusion Multisystems Ltd (Canada) Fusion-io SAS (France) Fusion-io GmbH (Germany) Fusion-io Limited (Hong Kong) Fusion-io S.r.l (Italy) Fusion-io KK (Japan) Fusion-io Holdings, S.a.r.l. (Luxembourg) Fusion-io Singapore Private Ltd (Singapore) Fusion-io Ltd (United |
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| August 27, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2012 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: 001-35188 |
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| August 27, 2012 |
SECOND AMENDMENT TO LEASE AGREEMENT Exhibit 10.13B SECOND AMENDMENT TO LEASE AGREEMENT This SECOND AMENDMENT TO LEASE AGREEMENT (“Second Amendment”) is dated for reference purposes as of July 10, 2012, by and between NOP COTTONWOOD 2855, LLC, a Delaware limited liability company (“Landlord”), and FUSION-IO, INC., a Delaware corporation (“Tenant”). R E C I T A L S: A. Landlord and Fusion Multisystems, Inc., a Nevada corporation (“Fus |
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| August 27, 2012 |
- FORM S-8 REGISTRATION STATEMENT Form S-8 Registration Statement As filed with the Securities and Exchange Commission on August 27, 2012 Registration No. |
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| August 9, 2012 |
Financial Statements and Exhibits, Results of Operations and Financial Condition Form 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 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): August 9, 2012 Fusion-io, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35188 20-4232255 (State or other jurisdiction of incorporation) (Commission |
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| August 9, 2012 |
Press Release Exhibit 99.1 Fusion-io Reports 82% Revenue Growth in Fiscal Year 2012 Delivers Record Revenue and Strong Gross Margin in Fiscal Fourth Quarter SALT LAKE CITY – Aug. 9, 2012 – Fusion-io, Inc. (NYSE: FIO) today announced its financial results for its fiscal fourth quarter and fiscal year ended June 30, 2012. • Revenue: $359.3 million in fiscal 2012 (an increase of 82% over fiscal 2011) |
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| May 18, 2012 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits - FORM 8-K Form 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 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): May 16, 2012 Fusion-io, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35188 20-4232255 (State or other jurisdiction of incorporation) (Commission F |
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| May 18, 2012 |
SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT Second Amendment to Amended and Restated Loan and Security Agreement Exhibit 10.1 SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT This SECOND AMENDMENT to Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into as of May 16, 2012, by and between Silicon Valley Bank (“Bank”) and FUSION-IO, INC. (“Borrower”). RECITALS A. Bank and Borrower entered into |
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| May 10, 2012 |
LEASE AGREEMENT 2880 JUNCTION AVENUE SAN JOSE, CALIFORNIA Exhibit 10.1 LEASE AGREEMENT for 2880 JUNCTION AVENUE SAN JOSE, CALIFORNIA TENANT: FUSION-IO, INC. INDEX PARAGRAPH PAGE SCHEDULE 1 1. DEFINITIONS. 2 2. LEASE GRANT; LEASE TERM. 3 3. USE. 3 4. BASE RENTAL. 4 5. OPERATING EXPENSES. 4 6. SERVICES. 10 7. CONDITION OF PREMISES. 11 8. SIGNAGE. 12 9. CARE OF THE PREMISES BY TENANT; REPAIR AND MAINTENANCE; SURRENDER OF POSSESSION. 14 10. REPAIRS AND ALTER |
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| May 10, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2012 March 31, 2012 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission |
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| April 26, 2012 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K Form 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 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): April 26, 2012 Fusion-io, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35188 20-4232255 (State or other jurisdiction of incorporation) (Commission |
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| April 26, 2012 |
Exhibit 99.1 Fusion-io Reports Record Revenue in Fiscal Third Quarter 2012 Exceeds Revenue and Gross Margin Expectations; Continues to Invest in Innovation and Growth SALT LAKE CITY – Apr. 26, 2012 – Fusion-io, Inc. (NYSE: FIO), a provider of a next-generation shared data decentralization platform, today announced its financial results for its fiscal third quarter ended March 31, 2012. Fiscal Thir |
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| February 14, 2012 |
FIO / / LIGHTSPEED VENTURE PARTNERS VIII LP - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b) (Amendment No. )* Fusion-io, Inc. (Name of Issuer) Common Stock, par value $0.0002 per share (Title of Class of Securities) 36112J 107 (CUSIP Number) December 31 |
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| February 13, 2012 |
FIO / / New Enterprise Associates 12, Limited Partnership - FUSION-IO Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Fusion-io, Inc. (Name of Issuer) Common Stock, $.0002 par value per share (Title of Class of Securities) 36112J107 (CUSIP Number) December 31, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pur |
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| February 9, 2012 |
SECOND AMENDMENT TO LEASE AGREEMENT Exhibit 10.1 SECOND AMENDMENT TO LEASE AGREEMENT This SECOND AMENDMENT TO LEASE AGREEMENT (this “Second Amendment”) is dated for reference purposes only as of December 2, 2011, by and between NOP COTTONWOOD 2825, LLC, a Delaware limited liability company (“Landlord”), and FUSION-IO, INC., a Delaware corporation (“Tenant”). R E C I T A L S : A. Landlord and Fusion Multisystems, Inc., a Nevada corpo |
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| February 9, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2011 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 |
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| February 3, 2012 |
FIO / / Flynn David A. - SCHEDULE 13G Passive Investment SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Fusion-io, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 36112J 107 (CUSIP Number) December 31, 2011 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is |
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| February 3, 2012 |
FIO / / White Rick C. - SCHEDULE 13G Passive Investment Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Fusion-io, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 36112J 107 (CUSIP Number) December 31, 2011 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is |
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| January 24, 2012 |
Form 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 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): January 20, 2012 Fusion-io, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35188 20-4232255 (State or other jurisdiction of incorporation) (Commissi |
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| January 24, 2012 |
Press Release Exhibit 99.1 Fusion-io Reports Fiscal Second Quarter 2012 Financial Results • Q2 Revenue: $84.1 million • Q2 Net (Loss)/Income: $(5.7) million GAAP; $5.6 million non-GAAP • Q2 (Loss)/Earnings per Share: $(0.07) GAAP; $0.05 non-GAAP SALT LAKE CITY – Jan. 24, 2012 – Fusion-io, Inc. (NYSE: FIO), a provider of a next-generation shared data decentralization platform, today announced its f |
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| December 19, 2011 |
POWER OF ATTORNEY The undersigned, as a Section 16 reporting person of Fusion-io, Inc. |
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| December 19, 2011 |
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): December 16, 2011 Fusion-io, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35188 20-4232255 (State or other jurisdiction of incorporation) (Commission File |
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| November 22, 2011 |
Submission of Matters to a Vote of Security Holders 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): November 18, 2011 Fusion-io, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35188 20-4232255 (State or other jurisdiction of incorporation) (Commission File |
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| November 22, 2011 |
Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-177832 8,843,739 Shares Common Stock Fusion-io is offering 3,000,000 shares of its common stock and the selling stockholders are offering 5,843,739 shares of common stock in this offering. Fusion-io will not receive any of the proceeds from the sale of the shares being sold by the selling stockholders. The common stock of Fusi |
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| November 17, 2011 |
Correspondence Goldman, Sachs & Co. 200 West Street New York, New York 10282 Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 November 17, 2011 Securities and Exchange Commission Division of Corporate Finance 100 F. Street, N.E. Washington D.C. 20549 Attention: Matthew Crispino Re: Fusion-io, Inc. (the “Registrant”) Registration Statement on Form S-1 File No. – 333-177832 Dear Ladie |
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| November 17, 2011 |
Correspondence November 17, 2011 Via Edgar Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| November 16, 2011 |
Amendment No. 1 to Form S-1 Table of Contents As filed with the Securities and Exchange Commission on November 16, 2011 Registration No. 333-177832 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Fusion-io, Inc. (Exact name of Registrant as specified in its charter) Delaware 3572 20-4232255 |
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| November 16, 2011 |
Fusion-io, Inc. Common Stock, $0.0002 par value per share Underwriting Agreement Form of Underwriting Agreement Exhibit 1.1 Fusion-io, Inc. Common Stock, $0.0002 par value per share Underwriting Agreement , 2011 Goldman, Sachs & Co. Morgan Stanley & Co. LLC As representatives of the several Underwriters named in Schedule I hereto, c/o Goldman, Sachs & Co. 200 West Street New York, New York 10282 Ladies and Gentlemen: Fusion-io, Inc., a Delaware corporation (the “Company”), pro |
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| November 16, 2011 |
SEC CORRESPONDENCE November 16, 2011 Via EDGAR and Overnight Delivery Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| November 16, 2011 |
FIRST AMENDMENT TO LEASE AGREEMENT Exhibit 10.2 FIRST AMENDMENT TO LEASE AGREEMENT This FIRST AMENDMENT TO LEASE AGREEMENT (“First Amendment”) is dated for reference purposes as of August 16, 2011, by and between NOP COTTONWOOD 2825, LLC, a Delaware limited liability company (“Landlord”), and FUSION-IO, INC., a Delaware corporation (“Tenant”). R E C I T A L S : A. Landlord and Fusion Multisystems, Inc., a Nevada corporation (“Fusio |
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| November 16, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (Amendment No. 1) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2011 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: 001-35 |
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| November 16, 2011 |
FIRST AMENDMENT TO LEASE AGREEMENT Exhibit 10.3 FIRST AMENDMENT TO LEASE AGREEMENT This FIRST AMENDMENT TO LEASE AGREEMENT (“First Amendment”) is dated for reference purposes as of September 6, 2011, by and between NOP COTTONWOOD 2855, LLC, a Delaware limited liability company (“Landlord”), and FUSION-IO, INC., a Delaware corporation (“Tenant”). RECITALS: A. Landlord and Fusion Multisystems, Inc., a Nevada corporation (“Fusion Mult |
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| November 9, 2011 |
As filed with the Securities and Exchange Commission on November 9, 2011 Table of Contents As filed with the Securities and Exchange Commission on November 9, 2011 Registration No. |
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| November 9, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2011 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: 001-3518 |
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| November 2, 2011 |
EX-99.1 2 d249966dex991.htm PRESS RELEASE Exhibit 99.1 Fusion-io Reports Fiscal First Quarter 2012 Financial Results • Q1 Revenue: $74.4 million • Q1 Net Income: $7.2 million GAAP; $15.1 million non-GAAP • Q1 Earnings per Share: $0.07 GAAP; $0.15 non-GAAP SALT LAKE CITY — Nov. 2, 2011 — Fusion-io, Inc. (NYSE: FIO), a provider of a next-generation shared data decentralization platform, today announ |
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| November 2, 2011 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 2, 2011 Fusion-io, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35188 20-4232255 (State or other jurisdiction of incorporation) (Commission File N |
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| October 26, 2011 |
Exhibit 99.1 F I N A N C I A L S T A T E M E N T S IO Turbine, Inc. (A Development Stage Company) As of June 30, 2010 and 2011 and for the Period from December 15, 2009 (Inception) to June 30, 2010, the Year Ended June 30, 2011 and for the Period from December 15, 2009 (Inception) through June 30, 2011 With Report of Independent Auditors Ernst & Young LLP IO Turbine, Inc. A Development Stage Compa |
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| October 26, 2011 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS On August 11, 2011, Fusion-io, Inc. (“the Company” or “Fusion-io”) completed the acquisition of IO Turbine, Inc. (“IO Turbine”) pursuant to the Agreement and Plan of Reorganization (the “Merger Agreement”) dated August 4, 2011. The unaudited pro forma condensed combined balance sheet as of June 30, 2011 and the unaudited pro |
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| October 26, 2011 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A Amendment No. |
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| October 4, 2011 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e |
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| October 4, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive |
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| September 16, 2011 |
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): September 13, 2011 Fusion-io, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35188 20-4232255 (State or other jurisdiction of incorporation) (Commission File |
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| September 6, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2011 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: 001-35188 |
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| September 2, 2011 |
SUBSIDIARIES OF FUSION-IO, INC. Subsidiaries of the Registrant Exhibit 21.1 SUBSIDIARIES OF FUSION-IO, INC. Fusion-io Au PTY LTD (Australia) Fusion Multisystems Ltd (Canada) Fusion-io SAS (France) Fusion-io GmbH (Germany) Fusion-io Limited (Hong Kong) Fusion-io S.r.l (Italy) Fusion-io KK (Japan) Fusion-io Singapore Private Ltd (Singapore) Fusion-io Ltd (United Kingdom) IO Turbine, LLC |
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| September 2, 2011 |
Amended and Restated Bylaws of the Registrant Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF FUSION-IO, INC. (initially adopted on June 22, 2010) (as amended and restated on March 6, 2011 and effective as of the closing of the corporation’s initial public offering) TABLE OF CONTENTS Page ARTICLE I — CORPORATE OFFICES 1 1.1 REGISTERED OFFICE 1 1.2 OTHER OFFICES 1 ARTICLE II — MEETINGS OF STOCKHOLDERS 1 |
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| September 2, 2011 |
As filed with the Securities and Exchange Commission on September 2, 2011 As filed with the Securities and Exchange Commission on September 2, 2011 Registration No. |
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| September 2, 2011 |
IO TURBINE, INC. 2009 EQUITY INCENTIVE PLAN (amended and restated on August 24, 2010) Exhibit 4.2 IO TURBINE, INC. 2009 EQUITY INCENTIVE PLAN (amended and restated on August 24, 2010) 1. Purposes of the Plan. The purposes of this Plan are: • to attract and retain the best available personnel for positions of substantial responsibility, • to provide additional incentive to Employees, Directors and Consultants, and • to promote the success of the Company’s business. The Plan permits |
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| September 2, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2011 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: 001-35188 |
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| September 2, 2011 |
IO TURBINE, INC. 2009 EQUITY INCENTIVE PLAN (amended and restated on August 24, 2010) Exhibit 10.20 IO TURBINE, INC. 2009 EQUITY INCENTIVE PLAN (amended and restated on August 24, 2010) 1. Purposes of the Plan. The purposes of this Plan are: • to attract and retain the best available personnel for positions of substantial responsibility, • to provide additional incentive to Employees, Directors and Consultants, and • to promote the success of the Company’s business. The Plan permit |
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| September 2, 2011 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION FUSION-IO, INC. a Delaware Corporation Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FUSION-IO, INC. a Delaware Corporation Fusion-io, Inc., a Corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: A. The Corporation was originally formed on December 23, 2005, as a Nevada Corporation under the name “Canvas Technologies, Inc.” and converted to a Del |
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| August 12, 2011 |
Current Report on Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 5, 2011 |
AGREEMENT AND PLAN OF REORGANIZATION DATED AUGUST 4, 2011 Exhibit 2.1 EXECUTION COPY AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG FUSION-IO, INC., THUNDERBIRD ACQUISITION CORP., THUNDERBIRD MERGER SUB LLC, IO TURBINE, INC., M. HELEN BRADLEY, AS STOCKHOLDER REPRESENTATIVE, AND U.S. BANK NATIONAL ASSOCIATION, AS ESCROW AGENT, SOLELY WITH RESPECT TO SECTION 2.7(e) AND ARTICLE VIII Dated as of Au |
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| August 5, 2011 |
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 4, 2011 Fusion-io, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35188 20-4232255 (State or other jurisdiction of incorporation) (Commission File Num |
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| August 5, 2011 |
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT Exhibit 10.1 FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT This FIRST AMENDMENT to Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into as of August 4, 2011, by and between Silicon Valley Bank (“Bank”) and FUSION-IO, INC. (“Borrower”). RECITALS A. Bank and Borrower entered into that certain Loan and Security Agreement dated as of September 13, 2 |
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| August 4, 2011 |
Exhibit 99.1 Fusion-io Reports Fourth Quarter and Fiscal Year 2011 Financial Results Achieves Record Revenue for the Fiscal Fourth Quarter of $71.7 Million Announces Agreement to Acquire Virtualization Software Provider IO Turbine SALT LAKE CITY, August 4, 2011 — Fusion-io, Inc. (NYSE: FIO), a provider of a next-generation shared data decentralization platform, today announced its financial result |
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| August 4, 2011 |
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 4, 2011 Fusion-io, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35188 20-4232255 (State or other jurisdiction of incorporation) (Commission File Num |
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| August 4, 2011 |
Exhibit 99.2 Fusion-io to Acquire IO Turbine Combined Software Solution to Significantly Enhance Performance in Virtualized Environments SALT LAKE CITY – Aug. 4, 2011 – Fusion-io, Inc. (NYSE: FIO), a provider of a next-generation shared data decentralization platform, today announced that it has entered into a definitive agreement to acquire IO Turbine, Inc., a provider of caching solutions for vi |
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| June 16, 2011 |
POWER OF ATTORNEY The undersigned, as a Section 16 reporting person of Fusion-io, Inc. |
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| June 16, 2011 |
POWER OF ATTORNEY The undersigned, as a Section 16 reporting person of Fusion-io, Inc. |
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| June 16, 2011 |
POWER OF ATTORNEY The undersigned, as a Section 16 reporting person of Fusion-io, Inc. |
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| June 16, 2011 |
POWER OF ATTORNEY The undersigned, as a Section 16 reporting person of Fusion-io, Inc. |
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| June 16, 2011 |
POWER OF ATTORNEY The undersigned, as a Section 16 reporting person of Fusion-io, Inc. |
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| June 16, 2011 |
POWER OF ATTORNEY The undersigned, as a Section 16 reporting person of Fusion-io, Inc. |
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| June 16, 2011 |
POWER OF ATTORNEY The undersigned, as a Section 16 reporting person of Fusion-io, Inc. |
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| June 15, 2011 |
POWER OF ATTORNEY The undersigned, as a Section 16 reporting person of Fusion-io, Inc. |
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| June 9, 2011 |
12,300,000 Shares Common Stock Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-172683 12,300,000 Shares Common Stock This is an initial public offering of shares of common stock of Fusion-io, Inc. Fusion-io is offering 10,755,607 shares of its common stock and the selling stockholders are offering 1,544,393 shares of common stock in this offering. Fusion-io will not receive any of the proceeds from the s |
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| June 9, 2011 |
As filed with the Securities and Exchange Commission on June 9, 2011 Registration No. |
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| June 8, 2011 |
June 8, 2011 VIA EDGAR AND OVERNIGHT DELIVERY Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| June 7, 2011 |
POWER OF ATTORNEY The undersigned, as a Section 16 reporting person of Fusion-io, Inc. |
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| June 7, 2011 |
As filed with the Securities and Exchange Commission on June 7, 2011 sv1za Table of Contents As filed with the Securities and Exchange Commission on June 7, 2011 Registration No. |
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| June 7, 2011 |
POWER OF ATTORNEY The undersigned, as a Section 16 reporting person of Fusion-io, Inc. |
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| June 7, 2011 |
POWER OF ATTORNEY The undersigned, as a Section 16 reporting person of Fusion-io, Inc. |
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| June 6, 2011 |
corresp Goldman, Sachs & Co. 200 West Street New York, New York 10282 Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 June 6, 2011 Securities and Exchange Commission Division of Corporate Finance 100 F. Street, N.E. Washington D.C. 20549 Attention: Matthew Crispino Re: Fusion-io, Inc. (the “Registrant”) Registration Statement on Form S-1 File No. — 333-172683 Dear Ladies and Gentle |
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| June 6, 2011 |
CORRESP 1 filename1.htm June 6, 2011 Via Edgar Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Barbara C. Jacobs Laura Veator Stephen Krikorian Matthew Crispino Re: Fusion-io, Inc. Registration Statement on Form S-l (File No. 333-172683) Form 8-A (File No. 001-35188) Acceleration Request Requested Date: June 8, 2011 Requested |
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| May 23, 2011 |
Exhibit 10.19 FUSION-IO, INC. EXECUTIVE INCENTIVE COMPENSATION PLAN Adopted by the Board of Directors on May 16, 2011 1. Purposes of the Plan. The Plan is intended to increase shareholder value and the success of the Company by motivating Employees to (a) perform to the best of their abilities, and (b) achieve the Company’s objectives. 2. Definitions. (a) “Affiliate” means any corporation or other |
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| May 23, 2011 |
Exhibit 4.1 The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM TEN ENT JT TEN – as tenants in common – as tenants by the entireties – as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT—...............Custodia |
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| May 23, 2011 |
exv10w1b Exhibit 10.1B AGREEMENT THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into this day of , 20 between Fusion-io, Inc. a Delaware corporation (the “Company”), (the “Fund”) and (“Director”) and, except as set forth in Section 3(a), is to be effective as of the time the Director first provided services to the Company or any subsidiary of the Company, whichever is earlier |
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| May 23, 2011 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION FUSION-IO, INC. a Delaware Corporation exv3w1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FUSION-IO, INC. a Delaware Corporation Fusion-io, Inc., a Corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: A. The Corporation was originally formed on December 23, 2005, as a Nevada Corporation under the name “Canvas Technologies, Inc.” and converted t |
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| May 23, 2011 |
EX-10.1A 7 f58285a3exv10w1a.htm EX-10.1A Exhibit 10.1A INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into this day of , 20 between Fusion-io, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”) and is to be effective as of the time the Indemnitee first provided services to the Company or any subsidiary of the Company, whichever is earli |
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| May 23, 2011 |
As filed with the Securities and Exchange Commission on May 23, 2011 Table of Contents As filed with the Securities and Exchange Commission on May 23, 2011 Registration No. |
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| May 23, 2011 |
e8va12b UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Fusion-io, Inc. (Exact name of registrant as specified in its charter) Delaware 20-4232255 (State of incorporation or organization) (I.R.S. Employer Identification No.) 2855 E. Cottonwood P |
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| May 23, 2011 |
FUSION-IO, INC. 2011 EQUITY INCENTIVE PLAN exv10w5 Exhibit 10.5 FUSION-IO, INC. 2011 EQUITY INCENTIVE PLAN 1. Purposes of the Plan. The purposes of this Plan are: • to attract and retain the best available personnel for positions of substantial responsibility, • to provide additional incentive to Employees, Directors and Consultants, and • to promote the success of the Company’s business. The Plan permits the grant of Incentive Stock Optio |
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| May 23, 2011 |
FUSION-IO, INC. 2011 EMPLOYEE STOCK PURCHASE PLAN Exhibit 10.6 FUSION-IO, INC. 2011 EMPLOYEE STOCK PURCHASE PLAN 1. Purpose. The purpose of the Plan is to provide employees of the Company and its Designated Subsidiaries with an opportunity to purchase Common Stock through accumulated Contributions. The Company’s intention is to have Plan qualify as an “employee stock purchase plan” under Section 423 of the Code. The provisions of the Plan, accord |
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| May 23, 2011 |
Fusion-io, Inc. Common Stock, $0.0002 par value per share Underwriting Agreement Exhibit 1.1 Fusion-io, Inc. Common Stock, $0.0002 par value per share Underwriting Agreement , 2011 Goldman, Sachs & Co. Morgan Stanley & Co. Incorporated As representatives of the several Underwriters named in Schedule I hereto, c/o Goldman, Sachs & Co. 200 West Street New York, New York 10282 Ladies and Gentlemen: Fusion-io, Inc., a Delaware corporation (the “Company”), proposes, subject to the |
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| May 23, 2011 |
exv3w2 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF FUSION-IO, INC. (initially adopted on June 22, 2010,) (as amended and restated on March 6, 2011 and effective as of the closing of the corporation’s initial public offering) TABLE OF CONTENTS Page ARTICLE I — CORPORATE OFFICES 1 1.1 REGISTERED OFFICE 1 1.2 OTHER OFFICES 1 ARTICLE II — MEETINGS OF STOCKHOLDERS 1 2.1 PLACE OF MEETINGS 1 2.2 ANNUAL ME |
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| May 19, 2011 |
May 19, 2011 VIA EDGAR AND OVERNIGHT DELIVERY Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| May 13, 2011 |
May 13, 2011 Via EDGAR and Overnight Delivery Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| May 6, 2011 |
EX-10.16 2 f58285a2exv10w16.htm EXHIBIT 10.16 Exhibit 10.16 November 4, 2009 Dennis Wolf 15303 Via Palomino Monte Sereno, CA 95030 Re: Offer Of Employment Dear Dennis: We are pleased to offer you a position with Fusion, Inc., a Nevada corporation (the “Company” or “Fusion”). This letter serves to confirm to you our offer of employment pursuant to the following terms and conditions: 1. Position. If |
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| May 6, 2011 |
exv10w17 Exhibit 10.17 April 1, 2008 Jim Dawson Email: [email protected] Re: Offer Letter Dear Jim: On behalf of Fusion Multisystems, Inc. (the “Company”), I am pleased to offer you full-time employment, commencing on April 13, 2009 or such other date as mutually agreed by the Company (the “Hire Date”), subject to the following terms and conditions contained in this letter (the “Agreement”): 1 |
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| May 6, 2011 |
exv10w18 Exhibit 10.18 April 29, 2008 Lance Smith 469 Mill River Lane San Jose, CA 95134 Email: [email protected] Hm 408-894-0300 CL 408-209-1569 Re: Offer Letter Dear Lance: Fusion-io, Inc., is pleased to propose the following basic employment terms to you: 1. Term: “At-will” commencing on May 19, 2008 or such other date as mutually determined between you and Fusion. 2. Title and Duties: Senio |
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| May 6, 2011 |
SUBSIDIARIES OF FUSION-IO, INC. EX-21.1 5 f58285a2exv21w1.htm EXHIBIT 21.1 Exhibit 21.1 SUBSIDIARIES OF FUSION-IO, INC. Fusion-io Au PTY LTD (Australia) Fusion Multisystems Ltd (Canada) Fusion-io SAS (France) Fusion-io GmbH (Germany) Fusion-io Limited (Hong Kong) Fusion-io KK (Japan) Fusion-io Singapore Private Ltd (Singapore) Fusion-io Ltd (United Kingdom) |
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| May 6, 2011 |
corresp May 6, 2011 VIA EDGAR AND OVERNIGHT DELIVERY Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| May 6, 2011 |
As filed with the Securities and Exchange Commission on May 6, 2011 S-1/A 1 f58285a2sv1za.htm FORM S-1/A Table of Contents As filed with the Securities and Exchange Commission on May 6, 2011 Registration No. 333-172683 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Fusion-io, Inc. (Exact name of Registrant as specified in its charter) Delaware 3572 20-42322 |
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| April 18, 2011 |
As filed with the Securities and Exchange Commission on April 18, 2011 Table of Contents As filed with the Securities and Exchange Commission on April 18, 2011 Registration No. |
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| April 18, 2011 |
corresp April 18, 2011 Via EDGAR and Overnight Delivery Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| April 18, 2011 |
FUSION-IO, INC. INVOLUNTARY TERMINATION SEVERANCE AGREEMENT exv10w10wa Exhibit 10.10A FUSION-IO, INC. INVOLUNTARY TERMINATION SEVERANCE AGREEMENT THIS INVOLUNTARY TERMINATION SEVERANCE AGREEMENT (this “Agreement”) is made and entered into by and between Dennis P. Wolf (“Employee”) and Fusion-io, Inc. (the “Company”), effective as of August 11, 2010 (the “Effective Date”). RECITALS 1. The Board of Directors of the Company (the “Board”) believes that it is i |
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| March 9, 2011 |
Exhibit 4.3 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, I |
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| March 9, 2011 |
FUSION MULTISYSTEMS, INC. 2006 STOCK OPTION PLAN EX-10.2 5 f58285exv10w2.htm EX-10.2 Exhibit 10.2 FUSION MULTISYSTEMS, INC. 2006 STOCK OPTION PLAN As adopted effective July 15, 2006 FUSION MULTISYSTEMS, INC. 2006 STOCK OPTION PLAN ARTICLE I PURPOSES 1.1 This Plan is intended to assist Fusion Microsystems, Inc. (hereinafter the “Corporation”) in recruiting and retaining individuals for employment with or service to the Corporation, including inde |
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| March 9, 2011 |
FUSION-IO, INC. INVOLUNTARY TERMINATION SEVERANCE AGREEMENT Exhibit 10.10 FUSION-IO, INC. INVOLUNTARY TERMINATION SEVERANCE AGREEMENT THIS INVOLUNTARY TERMINATION SEVERANCE AGREEMENT (this “Agreement”) is made and entered into by and between (“Employee”) and Fusion-io, Inc. (the “Company”), effective as of (the “Effective Date”). RECITALS 1. The Compensation Committee (the “Committee”) of the Board of Directors of the Company (the “Board”) believes that it |
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| March 9, 2011 |
exv10w4 Exhibit 10.4 FUSION-IO, INC. 2010 EXECUTIVE STOCK INCENTIVE PLAN Adopted on July 27, 2010 (as amended on January 25, 2011) TABLE OF CONTENTS Page 1. PURPOSE OF THE PLAN 1 2. ADMINISTRATION 1 2.1 Administrator 1 2.2 Plan Awards; Interpretation; Powers of Administrator 2 2.3 Binding Determinations 3 2.4 Reliance on Experts 3 2.5 Delegation 3 3. ELIGIBILITY 3 4. STOCK SUBJECT TO THE PLAN 4 4. |
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| March 9, 2011 |
Number of Shares of Common Stock:1 Award Date: Exercise Price per Share:1 Expiration Date: 1,2 exv10w7 Exhibit 10.7 THIS STOCK OPTION AGREEMENT (this “Option Agreement”) dated , by and between Fusion-io, Inc., a Delaware corporation (the “Corporation”), and (the “Optionee”) evidences the stock option (the “Option”) granted by the Corporation to the Optionee as to the number of shares of the Corporation’s common stock, par value $0.0002 per share (the “Common Stock”), first set forth below. |
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| March 9, 2011 |
OFFICE LEASE AGREEMENT CALIFORNIA Exhibit 10.14 OFFICE LEASE AGREEMENT CALIFORNIA THIS OFFICE LEASE AGREEMENT (the “Lease”) is made and entered into as of the 29 day of May, 2009, by and between BIXBY TECHNOLOGY CENTER, LLC, a Delaware limited liability company (“Landlord”) and FUSION-IO, a Nevada corporation (“Tenant”). Pursuant to the terms of this Lease, Landlord agrees to lease the Premises (hereinafter defined) to Tenant and |
