UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K/A

Amendment No. 1

 

(Mark One) 

| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---------|------------------------------------------------------------------------------------------------|

For the fiscal year ended January 31, 2017

OR

| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---------|----------------------------------------------------------------------------------------------------|

For the transition period from                 to                

Commission File Number: 001-37493

 

Ooma, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

| Delaware                                                        |   | 06-1713274                            |
|-----------------------------------------------------------------|--------|---------------------------------------|
|                                                            |   |                                  |
| (State or other jurisdiction

of incorporation or organization) |   | (I.R.S. Employer

Identification No.) |

525 Almanor Avenue, Suite 200, Sunnyvale, California 94085

(Address of principal executive offices)

(650) 566-6600

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act: Common Stock, par value $0.0001 per share; Common Stock traded on the New York Stock Exchange 

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    YES  ☐  NO  ☒

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.    YES  ☐    NO  ☒

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     YES  ☒    NO  ☐

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).    YES  ☒    NO  ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ☒

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definition of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

| Large accelerated filer | ☐ |                                        | Accelerated filer            | ☒ |                    |    |
|-----------------------------------|---------|---------------------------------------------|-----------------------------------|---------|-------------------------|---------|
|                              |    |                                        |                              |    |                    |    |
| Non-accelerated filer             | ☐ | (Do not check if a small reporting company) | Small reporting company | ☐ | 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.☒    

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    YES  ☐    NO  ☒

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant as of July 31, 2016, the last business day of the Registrant’s most recently completed second fiscal quarter, was approximately $79.8 million (based on the closing price of $8.50 per share on July 31, 2016 on the New York Stock Exchange).  Shares of the Registrant’s common stock held by each executive officer, director and holder of 10% or more of the outstanding common stock have been excluded because such persons may be deemed affiliates.  This calculation does not reflect a determination that certain persons are affiliates of the Registrant for any other purpose.

The number of shares of the Registrant's common stock outstanding as of March 31, 2017, was 18,245,827.

DOCUMENTS INCORPORATED BY REFERENCE

Information required by Part III of this Form 10-K is incorporated by reference to the Registrant's Definitive Proxy Statement for its 2017 Annual Meeting of Stockholders, which proxy statement will be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.

 

 

 

 
 

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Explanatory Note

Ooma, Inc. is filing this Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended January 31, 2017, as filed with the Securities and Exchange Commission on April 11, 2017, solely to revise the certifications filed as Exhibits 31.1 and 31.2 to the original Form 10-K, which inadvertently omitted certain language regarding internal control over financial reporting required to be included in paragraph 4. This Form 10-K/A does not reflect events occurring after the filing of the original Form 10-K and, other than the filing of the corrected certifications mentioned above, does not modify or update the disclosures in the original Form 10-K in any way.

 

 

 
 

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PART IV

Item 15. Exhibits; Financial Statement Schedules

|   | (a) | No financial statements or schedules are filed with this Amendment No. 1 to Annual Report on Form 10-K/A. |
|--------|-----|-----------------------------------------------------------------------------------------------------------|

|   | (b) | The following exhibits are filed with this Amendment No. 1 to Annual Report on Form 10-K/A: |
|--------|-----|---------------------------------------------------------------------------------------------|

31.1 Section 302 Certification of Principal Executive Officer

31.2 Section 302 Certification of Principal Financial Officer

 

 

 

 
 

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Exhibit Index

| Exhibit Number |   | Description                                                                                                                                     |   | Filed / Furnished / Incorporated by Reference from Form |   | Incorporated by Reference from Exhibit Number |   | Date Filed |
|----------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------------------------------------------------------------|--------|-----------------------------------------------|--------|------------|
|           |   |                                                                                                                                            |   |                                                              |   |                                          |   |       |
|           |   |                                                                                                                                            |   |                                                              |   |                                          |   |       |
| 31.1           |   | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, Rule 13(a)‐14(a)/15d-14(a), by Principal Executive Officer. |   | Filed herewith                                                    |   |                                          |   |       |
|           |   |                                                                                                                                            |   |                                                              |   |                                          |   |       |
| 31.2           |   | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, Rule 13(a)‐14(a)/15d-14(a), by Principal Financial Officer. |   | Filed herewith                                                    |   |                                          |   |       |
|           |   |                                                                                                                                            |   |                                                              |   |                                          |   |       |

 

 

 

 

 

 

 
 

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Signatures

Pursuant to the requirements of Section 13 or 15(d) 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, thereunto duly authorized.

| December 18, 2017 | Ooma, Inc. |
|-------------------|------------|
|              |       |
|              | By:        | /s/ Eric B. Stang |
|              |       | Eric B. Stang |
|              |       | President and Chief Executive Officer

(Principal Executive Officer) |