- Amended Current report filing (8-K/A)
21 11월 2008 - 7:01AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
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 7, 2008
FOUNDRY NETWORKS, INC.
(Exact name of Registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation or organization)
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000-26689
(Commission File Number)
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77-0431154
(I.R.S. Employer
Identification Number)
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4980 Great America Parkway
Santa Clara, CA 95054
(Address, including zip code, of principal executive offices)
(408) 207-1700
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Explanatory Note:
This Current Report on Form 8-K/A (the “Amended 8-K”) is being filed to amend
the Current Report on Form 8-K filed with the Securities and Exchange Commission by Foundry
Networks, Inc. (the “Company”) on November 13, 2008 (the “Original 8-K”) to correct a typographical
error in Section 2.38 of Amendment No. 1 to Agreement and Plan of Merger (the “Amendment”), filed
as Exhibit 2.1.1 to the Original 8-K, by inserting (1) the words “litigation (including” between the
words “stockholder” and “class” and (2) “)” between the words “litigation” and “against” in subsection (B) of the amendment to Section 8.3(f)(y)(ii) of the
Agreement and Plan of Merger dated as of July 21, 2008, as set forth in Section 2.38 of the
Amendment. The corrected Amendment No. 1 to Agreement and Plan of Merger is filed as Exhibit
2.1.1 to this Amended 8-K.
TABLE OF CONTENTS
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit
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Description
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2.1.1
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Amendment No. 1 to Agreement and Plan of Merger dated as
of November 7, 2008 among Brocade Communications
Systems, Inc., Falcon Acquisition Sub, Inc. and Foundry
Networks, Inc.
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2.2.1*
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Form of Amendment to Voting Agreement
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2.3*
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Form of Agreement
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99.1*
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Joint Press Release dated November 7, 2008
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*
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Previously filed as an Exhibit to the Original 8-K.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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FOUNDRY NETWORKS, INC.
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Date: November 20, 2008
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By:
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/s/ Daniel W. Fairfax
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Daniel W. Fairfax
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Vice President, Finance and Administration, Chief
Financial Officer and Principal
Accounting Officer
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EXHIBIT INDEX
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Exhibit No.
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Description
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2.1.1
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Amendment No. 1 to Agreement and Plan of Merger dated as of
November 7, 2008 among Brocade Communications Systems, Inc.,
Falcon Acquisition Sub, Inc. and Foundry Networks, Inc.
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2.2.1*
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Form of Amendment to Voting Agreement
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2.3*
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Form of Agreement
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99.1*
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Joint Press Release dated November 7, 2008
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*
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Previously filed as an Exhibit to the Current Report on Form 8-K filed with the Securities and
Exchange Commission by Foundry Networks, Inc. on November 13, 2008.
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Foundry Networks (MM) (NASDAQ:FDRY)
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Foundry Networks (MM) (NASDAQ:FDRY)
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