RVBD » Topics » (c) Purchases of Equity Securities by the Issuer and Affiliated Purchasers

This excerpt taken from the RVBD 10-Q filed Oct 25, 2007.

(c) Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

 

Item 3. Defaults Upon Senior Securities.

None.

 

Item 4. Submission of Matters to a Vote of Security Holders.

None.

 

Item 5. Other Information.

None.

 

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Item 6. INDEX TO EXHIBITS

 

Exhibit No.   

Description

3.2    Restated Certificate of Incorporation. (1)
3.4    Amended and Restated Bylaws. (1)
4.2    Form of Common Stock Certificate. (1)
10.45    Form of 2006 Director Option Plan Notice of Stock Option Grant and Stock Option Agreement
31.1      Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2      Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1      Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

The certification attached as Exhibit 32.1 that accompanies this Quarterly Report on Form 10-Q is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Riverbed Technology, Inc. under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.


(1) Incorporated by reference to exhibit of same number filed with the Registrant’s Registration Statement on Form S-1 (No. 333-133437) on April 20, 2006, as amended.

 

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This excerpt taken from the RVBD 10-Q filed Jul 30, 2007.

(c) Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

 

Item 3. Defaults Upon Senior Securities.

None.

 

Item 4. Submission of Matters to a Vote of Security Holders.

None.

 

Item 5. Other Information.

None.

 

42


Table of Contents
Item 6. INDEX TO EXHIBITS

 

Exhibit No.  

Description

  3.2   Restated Certificate of Incorporation. (1)
  3.4   Amended and Restated Bylaws. (1)
  4.2   Form of Common Stock Certificate. (1)
10.42   Form of 2006 Equity Incentive Plan Notice of Stock Option Grant and Stock Option Agreement (Officers)
10.43   Riverbed Technology, Inc. Management Bonus Plan
10.44   Lease Agreement between W2005 RPS Realty, L.L.C. and Riverbed Technology, Inc. dated June 28, 2007
31.1   Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2   Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1   Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

The certification attached as Exhibit 32 that accompanies this Quarterly Report on Form 10-Q is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Riverbed Technology, Inc. under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.


(1) Incorporated by reference to exhibit of same number filed with the Registrant’s Registration Statement on Form S-1 (No. 333-133437) on April 20, 2006, as amended.

 

43


Table of Contents
This excerpt taken from the RVBD 10-Q filed Apr 27, 2007.

(c) Purchases of Equity Securities by the Issuer and Affiliated Purchasers

 

     Total Number
of Shares
Purchased (1)
   Average Price
per Share
   Total Number of
Shares Purchased as
Part of Publicly
Announced Program
   Approximate Dollar
Value of Shares that
May be Purchased
under the Program

January 1 – January 31, 2007

   15,522    $ 0.18    —      —  

February 1 – February 28, 2007

   —        —      —      —  

March 1 – March 31, 2007

   —        —      —      —  
                     

Total

   15,522    $ 0.18    —      —  
                     

(1) Represents unvested shares of common stock repurchased by us upon the termination of employment or service pursuant to the provisions of our 2002 Stock Plan.

 

Item 3. Defaults Upon Senior Securities.

None.

 

Item 4. Submission of Matters to a Vote of Security Holders.

None.

 

Item 5. Other Infor mation.

None.

 

42


Table of Contents
Item 6. IN DEX TO EXHIBITS

 

Exhibit No.  

Description

  3.2   Restated Certificate of Incorporation. (1)
  3.4   Amended and Restated Bylaws. (1)
  4.2   Form of Common Stock Certificate. (1)
10.1   Agreement of Sublease dated as of September 26, 2006 between PricewaterhouseCoopers LLP and Riverbed Technology, Inc. (2)
10.39   Offer Letter with David M. Peranich dated July 7, 2006. (1)
10.40   199 Fremont Building Office Lease Form dated as of March 21, 2007 between GLL Fremont Street Partners, Inc. and Riverbed Technology, Inc.
10.41   Lease Agreement dated as of January 25, 2007 between One Penn Plaza LLC and Riverbed Technology, Inc.
31.1   Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2   Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1   Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

The certification attached as Exhibit 32 that accompanies this Quarterly Report on Form 10-Q is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Riverbed Technology, Inc. under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.


(1) Incorporated by reference to exhibit of same number filed with the Registrant’s Registration Statement on Form S-1 (No. 333-133437) on April 20, 2006, as amended.
(2) Incorporated by reference to exhibit filed with registrant’s Form 8-K on October 2, 2006.

 

43


Table of Contents
This excerpt taken from the RVBD 10-Q filed Oct 31, 2006.

(c) Purchases of Equity Securities by the Issuer and Affiliated Purchasers

     Total Number
of Shares
Purchased (1)
   Average Price
per Share
   Total Number of
Shares Purchased as
Part of Publicly
Announced Program
   Approximate Dollar
Value of Shares that
May be Purchased
under the Program

July 1 – July 31, 2006

   15,522    $ 0.18    —      —  

August 1 – August 30, 2006

   —        —      —      —  

September 1 – September 30, 2006

   —        —      —      —  
                     

Total

   15,522    $ 0.18    —      —  
                     

(1) Represents unvested shares of common stock repurchased by us upon the termination of employment or service pursuant to the provisions of our 2002 Stock Plan.

 

Item 3. Defaults Upon Senior Securities.

None.

 

Item 4. Submission of Matters to a Vote of Security Holders.

On May 30, 2006, we distributed a written consent to our stockholders requesting approval of the following matters in connection with our IPO: (1) the amendment and restatement of our Certificate of Incorporation to implement certain corporate governance requirements and increases to our authorized capital stock that was to become (and later became) effective prior to the closing of our IPO, (2) the amendment and restatement of our Bylaws to provide certain changes consistent with our becoming a public company that was to become (and later became) effective prior to the closing of our IPO, (3) the adoption of our 2006 Equity Incentive Plan, 2006 Director Option Plan and 2006 Employee Stock Purchase Plan and (4) the adoption of our form of indemnification agreement to be entered into with our directors, officers and certain key employees. All such actions were effected pursuant to an action by written consent of our stockholders pursuant to Section 228 of the Delaware General Corporation Law. Written consents from stockholders holding an aggregate of 55,448,929 shares of our capital stock voting in favor of all of these matters were received by us and written consents were not received by us from stockholders holding an aggregate of 610,466 shares of our capital stock entitled to vote on such matters.

 

Item 5. Other Information.

None.

 

43


Table of Contents
Item 6. INDEX TO EXHIBITS

 

Exhibit
No.
  

Description

3.2    Restated Certificate of Incorporation. (1)
3.4    Amended and Restated Bylaws. (1)
4.2    Form of Common Stock Certificate. (1)
10.1    Agreement of Sublease dated as of September 26, 2006 between PricewaterhouseCoopers LLP and Riverbed Technology, Inc. (2)
10.39    Offer Letter with David M. Peranich dated July 7, 2006. (1)
31.1    Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2    Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1    Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

The certification attached as Exhibit 32 that accompanies this Quarterly Report on Form 10-Q is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Riverbed Technology, Inc. under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.

 

(1) Incorporated by reference to exhibit of same number filed with the Registrant’s Registration Statement on Form S-1 (No. 333-133437) on April 20, 2006, as amended.

 

(2) Incorporated by reference to exhibit filed with registrant’s Form 8-K on October 2, 2006.

 

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