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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): November 1,
2018
UBIQUITI NETWORKS, INC.
(Exact name of registrant as specified in its charter)
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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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[
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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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[
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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. [ ]
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Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Changes in
Fiscal Year.
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(a)
On
November 1, 2018, the Board of Directors (the "Board") of Ubiquiti
Networks, Inc. (the "Company") approved an amendment to the
Company's Amended and Restated Bylaws (the "Bylaws") to implement a
forum selection bylaw (the "Bylaw Amendment"). The Bylaw Amendment
provides that, unless the Company consents in writing to the
selection of an alternative forum, the Court of Chancery of the
State of Delaware shall, to the fullest extent permitted by law, be
the sole and exclusive forum for (i) any derivative action or
proceeding brought on behalf of the Company, (ii) any action
asserting a claim of breach of a fiduciary duty owed by any current
or former director, officer, other employee or stockholder of the
Company to the Company or the Company's stockholders, (iii) any
action asserting a claim arising pursuant to any provision of the
General Corporation Law of the State of Delaware (the "DGCL"), the
Company's certificate of incorporation or Bylaws or as to which the
DGCL confers jurisdiction on the Court of Chancery of the State of
Delaware, or (iv) any action asserting a claim governed by the
internal affairs doctrine.
The
foregoing summary is qualified in its entirety by reference to the
Bylaws, as amended by the Bylaw Amendment, which is filed as
Exhibit 3.1 to this Current Report and incorporated by reference
herein.
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Item 9.01
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Financial Statements and Exhibits.
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Exhibit No.
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Description
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Amendment No. 1 to the Amended and Restated Bylaws of Ubiquiti
Networks, Inc., effective November 1, 2018.
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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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November 2, 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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