[X] | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
[ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware | 77-0560389 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
1090 Kifer Road Sunnyvale, California | 94086 |
(Address of principal executive offices) | (Zip Code) |
Common Stock, $0.001 Par Value | The NASDAQ Stock Market LLC | |
NASDAQ Global Select Market | ||
(Title of each class) | (Name of exchange on which registered) |
Large accelerated filer | x | Accelerated filer | o | ||
Non-accelerated filer | o | (Do not check if smaller reporting company) | Smaller reporting company | o |
Page | |||
Part IV | |||
Item 15. | |||
(a) and (c). | Documents filed as part of this Form 10-K/A: | ||
1. | Financial Statements: The information concerning Fortinet's financial statements and the Report of Independent Registered Public Accounting Firm required by this Item 15(a)(1) to be included in our Annual Report on Form 10-K is incorporated by reference herein to the section of the Form 10-K in Item 8, titled "Financial Statements and Supplementary Data." | ||
2. | Financial Statement Schedule: The financial statement schedule of Fortinet, Inc. for the fiscal years ended December 31, 2011, December 31, 2010 and December 31, 2009, that is required to be included in our Annual Report on Form 10-K by this Item 15(a)(2) is included in the Form 10-K and incorporated by reference herein. | ||
(b). | See the Exhibit Index included herewith and incorporated by reference hereto. |
FORTINET, INC. | ||
By: | /s/ Ken Goldman | |
Ken Goldman | ||
Chief Financial Officer | ||
(Principal Financial Officer) |
Exhibit Number | Description | Incorporated by reference herein | ||||
Form | Date | |||||
3.1 | Amended and Restated Certificate of Incorporation | Registration Statement on Form S-l, as amended (File No. 333-161190) | August 10, 2009 | |||
3.2 | Amended and Restated Bylaws | Current Report on Form 8-K | January 25, 2012 | |||
4.1 | Specimen common stock certificate of the Company | Registration Statement on Form S-l, as amended (File No. 333-161190) | November 2, 2009 | |||
4.2 | Third Amended and Restated Investors Rights Agreement, dated as of February 24, 2004, between the Company and certain holders of the Company’s capital stock named therein | Registration Statement on Form S-l, as amended (File No. 333-161190) | August 10, 2009 | |||
10.1† | Forms of Indemnification Agreement between the Company and its directors and officers | Registration Statement on Form S-l, as amended (File No. 333-161190) | August 10, 2009 | |||
10.2† | 2000 Stock Plan and forms of agreement thereunder | Registration Statement on Form S-l, as amended (File No. 333-161190) | August 10, 2009 | |||
10.3† | 2008 Stock Plan and forms of agreement thereunder | Registration Statement on Form S-l, as amended (File No. 333-161190) | August 10, 2009 | |||
10.4† | 2009 Equity Incentive Plan and forms of restricted stock unit award and restricted stock agreement thereunder | Registration Statement on Form S-l, as amended (File No. 333-161190) | August 10, 2009 | |||
10.5†* | Forms of stock option agreement under 2009 Equity Incentive Plan | |||||
10.6† | Separation and Change of Control Agreement, dated as of August 7, 2009, between the Company and Ken Xie | Registration Statement on Form S-l, as amended (File No. 333-161190) | August 10, 2009 | |||
10.7† | Separation and Change of Control Agreement, dated as of August 7, 2009, between the Company and Michael Xie | Registration Statement on Form S-l, as amended (File No. 333-161190) | August 10, 2009 | |||
10.8† | Separation and Change of Control Agreement, dated as of August 7, 2009, between the Company and Ken Goldman | Registration Statement on Form S-l, as amended (File No. 333-161190) | August 10, 2009 | |||
10.9† | Separation and Change of Control Agreement, dated as of August 7, 2009, between the Company and John Whittle | Registration Statement on Form S-l, as amended (File No. 333-161190) | August 10, 2009 | |||
10.10† | Offer Letter, dated as of August 31, 2007, by and between the Company and Ken Goldman | Registration Statement on Form S-l, as amended (File No. 333-161190) | August 10, 2009 | |||
10.11† | Offer Letter, dated as of August 31, 2007, by and between the Company and John Whittle | Registration Statement on Form S-l, as amended (File No. 333-161190) | August 10, 2009 | |||
10.12† | Form of Change of Control Agreement between the Company and its non-executive officers | Registration Statement on Form S-l, as amended (File No. 333-161190) | August 10, 2009 | |||
10.13 | Fortinet, Inc. Bonus Plan | Current Report on Form 8-K | January 26, 2010 | |||
10.14 | Fortinet, Inc. 2011 Employee Stock Purchase Plan | Current Report on Form 8-K | June 23, 2011 | |||
21.1 | List of subsidiaries | Registration Statement on Form S-l, as amended (File No. 001-34511) | August 10, 2009 | |||
23.1 | Consent of Independent Registered Public Accounting Firm | Annual Report on Form 10-K | February 28, 2012 | |||
24.1 | Power of Attorney | Annual Report on Form 10-K | February 28, 2012 |
31.1 | Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Annual Report on Form 10-K | February 28, 2012 | |||
31.2 | Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Annual Report on Form 10-K | February 28, 2012 | |||
32.1 | Certifications 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 | Annual Report on Form 10-K | February 28, 2012 |
101.SCH** | XBRL Taxonomy Extension Schema Document | |
101.CAL** | XBRL Taxonomy Extension Calculation Linkbase Document | |
101.PRE** | XBRL Taxonomy Extension Presentation Linkbase Document | |
101.DEF** | XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB** | XBRL Taxonomy Extension Definition Linkbase Document | |
101.INS** | XBRL Instance Document |