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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): March 13,
2018
UBIQUITI NETWORKS, INC.
(Exact name of registrant as specified in its charter)
001-35300
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Delaware
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32-0097377
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(Commission
File Number)
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(State or jurisdiction of incorporation)
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(I.R.S. Employer
Identification No.)
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685 Third Avenue, 27th Floor
New
York, New York 10017
(Address of principal executive offices, including zip
code)
(646)
780-7958
(Registrant’s telephone number, including area
code)
N/A
(Former name or former address, if changed since last
report)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§
230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§ 240.12b-2 of this chapter).
Emerging
Growth Company [ ]
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange
Act. [
]
On
November 8, 2017, the Board of Directors (the “Board”)
of Ubiquiti Networks, Inc. (the “Company”) approved a
$50 million stock repurchase program (the “November
Program”). On February 6, 2018, the Board approved an
additional $150 million stock repurchase program (the
“February Program”, together with the November Program,
the “Prior Programs”). As of March 12, 2018, the
Company had $7,241,024.28 available under the Prior
Programs.
On
March 13, 2018, the Board approved a new $200 million stock
repurchase program (the “New Program”). Under the New
Program, the Company may repurchase up to $200 million of its
common stock. The New Program expires on June 30, 2019. As part of
the New Program, shares may be purchased from time to time,
depending upon market conditions, in open market transactions,
including through block purchases, through privately negotiated
transactions, or pursuant to any trading plan that may be adopted
in accordance with Rule 10b5-1 of the Exchange Act. The timing,
manner, price and amount of any repurchases will be determined in
the Company’s discretion and the New Program may be
suspended, terminated or modified at any time for any reason. The
New Program does not obligate the Company to acquire any specific
number of shares, and all open market repurchases will be made in
accordance with Rule 10b-18 of the Exchange Act, which sets certain
restrictions on the method, timing, price and volume of open market
stock repurchases.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly
authorized.
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UBIQUITI NETWORKS, INC.
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March 13, 2018
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By:
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/s/ Robert J. Pera
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Name:
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Robert J. Pera
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Title:
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Chief Executive Officer
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