UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-K/A


Amendment No. 1





(Mark One)


xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the fiscal year ended December 31, 2017


OR  oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from             to


Commission File Number: 001-34674





Calix, Inc.


(Exact Name of Registrant as Specified in Its Charter)





Delaware68-0438710(State or Other Jurisdiction ofIncorporation or Organization)(I.R.S. EmployerIdentification No.)1035 N. McDowell Blvd.Petaluma, California(Address of Principal Executive Offices)94954(Zip Code)Registrant’s telephone number, including area code (707) 766-3000Securities registered pursuant to Section 12(b) of the Act:Title of each className of each exchange on which registeredCommon Stock, $0.025 par valueThe New York Stock ExchangeSecurities registered pursuant to section 12(g) of the Act:None(Title of class)





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.   Yes: o No: x


Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.   Yes: o No: x


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: x No: o


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: x No: o


Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) 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. x


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large Accelerated FileroAccelerated FilerxNon-accelerated filero(Do not check if a smaller reporting company)Smaller Reporting CompanyoEmerging Growth Companyo


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). o


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes: o No: x


The aggregate market value of the Common Stock held by non-affiliates of the registrant based upon the closing sale price on the New York Stock Exchange on June 30, 2017 , the last business day of the Registrant’s most recently completed second fiscal quarter, was approximately $294 million . Shares held by each executive officer, director and by each other person (if any) who owns more than 10% of the outstanding common stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.


As of March 2, 2018 , the number of shares of the registrant’s common stock outstanding was 51,708,364 .





DOCUMENTS INCORPORATED BY REFERENCE


Portions of the registrant’s definitive proxy statement for its 2018 annual meeting of stockholders are incorporated by reference in Items 10, 11, 12, 13 and 14 of Part III.











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EXPLANATORY NOTE





Calix, Inc. (the “Company”) is filing this Amendment No. 1 to Annual Report on Form 10-K/A (this “Amendment No. 1”) to amend its Annual Report on Form 10-K for the fiscal year ended December 31, 2017, as originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 14, 2018 (the “Original Form 10-K”). This Amendment No. 1 is being filed solely to re-file Exhibit 10.24 to the Original Form 10-K and to amend and restate the Exhibit Index in Item 15 of Part IV of the Original Form 10-K.  Certain provisions of Exhibit 10.24 as filed in the Original Form 10-K were redacted in accordance with the Company’s application for confidential treatment with the SEC. In response to SEC comment, the Company is refiling Exhibit 10.24 in this Amendment No. 1 without such redactions and is no longer seeking confidential treatment for Exhibit 10.24. In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by the Company’s principal executive officer and principal financial officer are filed as exhibits to this Amendment No. 1.


Except as described above, no other changes have been made to the Original Form 10-K. This Amendment No. 1 speaks as of the filing date of the Original Form 10-K and does not reflect events occurring after the filing date of the Original Form 10-K or modify or update any of the other information contained in the Original Form 10-K in any way other than as required to reflect the amendment discussed above. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Form 10-K and the Company’s filings made with the SEC subsequent to the filing of the Original Form 10-K, including any amendments to such filings.











PART IV


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|ITEM 15. | Exhibits, Financial Statement Schedules




The Exhibit Index in Part IV, Item 15(a)(3) of the Original Form 10-K is hereby amended and restated as follows:





ExhibitNumberDescription2.1Agreement and Plan of Merger and Reorganization, dated as of September 16, 2010, by and among Calix, Inc., Ocean Sub I, Inc., Ocean Sub II, LLC, Occam Networks, Inc. (filed as Exhibit 2.1 to Calix’s Registration Statement on Form S-4 originally filed with the Securities and Exchange Commission on November 2, 2010 (File No. 333-170282), as amended by Amendment No. 1 filed December 14, 2010, as amended by Post-Effective Amendment No. 1, filed December 14, 2010 and as amended by Post-Effective Amendment No. 2, filed February 7, 2011 and incorporated by reference).3.1Amended and Restated Certificate of Incorporation of Calix, Inc. (filed as Exhibit 3.3 to Amendment No. 7 to Calix’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on March 23, 2010 (File No. 333-163252) and incorporated by reference).3.2Amended and Restated Bylaws of Calix, Inc. (filed as Exhibit 3.5 to Amendment No. 7 to Calix’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on March 23, 2010 (File No. 333-163252) and incorporated by reference).4.1Form of Calix, Inc.’s Common Stock Certificate (filed as Exhibit 4.1 to Amendment No. 7 to Calix’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on March 23, 2010 (File No. 333-163252) and incorporated by reference).10.1*Calix Networks, Inc. Amended and Restated 2002 Stock Plan and related documents (filed as Exhibit 10.2 to Amendment No. 6 to Calix’s Registration Statement on Form S-1 filed with the SEC on March 8, 2010 (File No. 333-163252) and incorporated by reference).10.2*Calix, Inc. 2010 Equity Incentive Award Plan and related documents (filed as Exhibit 10.4 to Amendment No. 6 to Calix’s Registration Statement on Form S-1 filed with the SEC on March 8, 2010 (File No. 333-163252) and incorporated by reference).10.3Form of Indemnification Agreement made by and between Calix, Inc. and each of its directors, executive officers and some employees (filed as Exhibit 10.5 to Amendment No. 6 to Calix’s Registration Statement on Form S-1 filed with the SEC on March 8, 2010 (File No. 333-163252) and incorporated by reference).10.4Lease between RNM Lakeville, LLC and Calix, Inc. dated February 13, 2009 (filed as Exhibit 10.6 to Calix’s Registration Statement on Form S-1 filed with the SEC on November 20, 2009 (File No. 333-163252) and incorporated by reference).10.5First Amendment to Lease by and between 1031, 1035, 1039 North McDowell, LLC and Calix, Inc. effective January 28, 2013 (filed as Exhibit 10.25 to Calix’s Form 10-K filed with the SEC on February 22, 2013 (File No. 001-34674) and incorporated by reference).





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ExhibitNumberDescription10.6Credit Agreement among Calix, Inc., certain of its subsidiaries, Bank of America, N.A. and the other lenders party thereto dated July 29, 2013 (filed as Exhibit 10.1 to Calix’s Form 10-Q filed with the SEC on August 6, 2013 (File No. 001-34674) and incorporated by reference).10.7First Amendment to Credit Agreement dated as of December 23, 2015 by and among Calix, Inc. and Bank of America, N.A. as administrative agent and lender (filed as Exhibit 10.1 to Calix’s Form 8-K filed with the SEC on December 28, 2015 (File No. 001-34674) and incorporated by reference).10.8*Offer Letter between Calix, Inc. and Carl Russo dated November 1, 2006 (filed as Exhibit 10.8 to Amendment No. 1 to Calix’s Registration Statement on Form S-1 filed with the SEC on December 31, 2009 (File No. 333-163252) and incorporated by reference).10.9*Offer Letter between Calix, Inc. and William Atkins dated December 21, 2013 (filed as Exhibit 10.15 to Calix’s Form 10-K filed with the SEC on February 20, 2014 (File No. 001-34674) and incorporated by reference).10.10†Asset Purchase Agreement between Ericsson Inc. and Calix, Inc. dated August 20, 2012 (filed as Exhibit 10.1 to Calix’s Form 10-Q/A filed with the SEC on December 18, 2012 (File No. 001-34674) and incorporated by reference).10.11*Calix, Inc. Non-Employee Director Restricted Stock Unit Deferred Compensation Plan, effective January 1, 2013 (filed as Exhibit 10.22 to Calix’s Form 10-K filed with the SEC on February 22, 2013 (File No. 001-34674) and incorporated by reference).10.12*Calix, Inc. Management Bonus Program Under the 2010 Equity Incentive Award Plan (filed as Exhibit 10.1 to Calix’s Form 8-K filed with the SEC on February 28, 2012 (File No. 001-34674) and incorporated by reference).10.13*Calix, Inc. Long Term Incentive Program Under the 2010 Equity Incentive Award Plan (filed as Exhibit 10.2 to Calix’s Form 8-K filed with the SEC on February 28, 2012 (File No. 001-34674) and incorporated by reference).10.14*Calix, Inc. Non-Employee Director Equity Compensation Policy, as amended October 18, 2011, July 25, 2012, April 22, 2014 and April 26, 2016 (filed as Exhibit 10.18 to Calix's Form 10-K filed with the SEC on February 28, 2017 (File No. 001-34674) and incorporated by reference).10.15*Offer Letter by and between Calix, Inc. and Michael Weening dated May 20, 2016 (filed as Exhibit 10.1 to Calix’s Form 10-Q filed with the SEC on August 3, 2016 (File No. 001-34674) and incorporated by reference).10.16*Offer Letter by and between Calix, Inc. and Greg Billings dated December 8, 2016 (filed as Exhibit 10.24 to Calix's Form 10-K filed with the SEC on February 28, 2016 (File No. 001-34674) and incorporated by reference).10.17*Amendment to Offer Letter by and between Calix, Inc. and Greg Billings dated August 1, 2017 (filed as Exhibit 10.17 to Calix’s Annual Report on Form 10-K filed with the SEC on March 14, 2018 (File No. 001-34674) and incorporated by reference).10.18*Separation Agreement and General Release of All Claims by and between Calix, Inc. and William Atkins dated March 31, 2017 (filed as Exhibit 10.1 to Calix’s Form 10-Q filed with the SEC on May 10, 2017 (File No. 001-34674) and incorporated by reference).10.19*Consulting Agreement by and between Calix, Inc. and Cory Sindelar dated May 31, 2017 (filed as Exhibit 10.1 to Calix’s Form 10-Q filed with the SEC on August 10, 2017 (File No. 001-34674) and incorporated by reference).10.20*Calix, Inc. Non-Employee Director Cash Compensation Policy, as amended June 1, 2017 (filed as Exhibit 10.2 to Calix’s Form 10-Q filed with the SEC on August 10, 2017 (File No. 001-34674) and incorporated by reference).10.21*Calix, Inc. Amended and Restated Employee Stock Purchase Plan (incorporated by reference to Appendix A to the Registrant's definitive proxy statement on Schedule 14A, filed with the SEC on April 4, 2017 (File No. 001-34674)).10.22*Calix, Inc. 2017 Nonqualified Employee Stock Purchase Plan (incorporated by reference to Appendix B to the Registrant's definitive proxy statement on Schedule 14A, filed with the SEC on April 4, 2017 (File No. 001-34674)).10.23†Loan and Security Agreement dated August 7, 2017 between Silicon Valley Bank and Calix, Inc. (filed as Exhibit 10.1 to Calix’s Form 10-Q filed with the SEC on August 11, 2017 (File No. 001-34674) and incorporated by reference).10.24First Amendment to Loan and Security Agreement dated February 13, 2018 between Silicon Valley Bank and Calix, Inc.10.25*Offer Letter between Calix, Inc. and Cory Sindelar dated September 28, 2017 (filed as Exhibit 10.2 to Calix’s Form 10-Q filed with the SEC on August 11, 2017 (File No. 001-34674) and incorporated by reference).10.26*Nonstatutory Inducement Stock Option Grant Notice between Calix, Inc. and Cory Sindelar dated October 1, 2017 (filed as Exhibit 10.3 to Calix’s Form 10-Q filed with the SEC on August 11, 2017 (File No. 001-34674) and incorporated by reference).10.27*Amended and Restated Executive Change in Control and Severance Plan effective September 6, 2017 (filed as Exhibit 10.1 to Calix’s Form 8-K filed with the SEC on September 11, 2017 (File No. 001-34674) and incorporated by reference).10.28*Amendment to Amended and Restated Executive Change in Control and Severance Plan effective October 1, 2017 (filed as Exhibit 10.5 to Calix’s Form 10-Q filed with the SEC on August 11, 2017 (File No. 001-34674) and incorporated by reference).





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ExhibitNumberDescription21.1Subsidiaries of the Registrant (filed as Exhibit 21.1 to Calix’s Annual Report on Form 10-K filed with the SEC on March 14, 2018 (File No. 001-34674) and incorporated by reference).23.1Consent of KPMG LLP, independent registered public accounting firm (filed as Exhibit 23.1 to Calix’s Annual Report on Form 10-K filed with the SEC on March 14, 2018 (File No. 001-34674) and incorporated by reference).23.2Consent of Ernst & Young LLP, independent registered public accounting firm (filed as Exhibit 23.2 to Calix’s Annual Report on Form 10-K filed with the SEC on March 14, 2018 (File No. 001-34674) and incorporated by reference).24.1Power of Attorney (filed as Exhibit 24.1 to Calix’s Annual Report on Form 10-K filed with the SEC on March 14, 2018 (File No. 001-34674) and incorporated by reference).31.1Certification of Principal Executive Officer of Calix, Inc. Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 (filed as Exhibit 31.1 to Calix’s Annual Report on Form 10-K filed with the SEC on March 14, 2018 (File No. 001-34674) and incorporated by reference).31.2Certification of Principal Financial Officer of Calix, Inc. Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 (filed as Exhibit 31.2 to Calix’s Annual Report on Form 10-K filed with the SEC on March 14, 2018 (File No. 001-34674) and incorporated by reference).31.3Certification of Principal Executive Officer of Calix, Inc. Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.31.4Certification of Principal Financial Officer of Calix, Inc. Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.32.1Certification of Principal Executive Officer and Principle Financial Officer of Calix, Inc. Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed as Exhibit 32.1 to Calix’s Annual Report on Form 10-K filed with the SEC on March 14, 2018 (File No. 001-34674) and incorporated by reference).101.INSXBRL Instance Document.101.SCHXBRL Taxonomy Extension Schema Document.101.CALXBRL Taxonomy Extension Calculation Linkbase Document.101.DEFXBRL Taxonomy Extension Definition Linkbase Document.101.LABXBRL Taxonomy Extension Label Linkbase Document.101.PREXBRL Taxonomy Extension Presentation Linkbase Document.


*Indicates management contract or compensatory plan or arrangement.†Confidential treatment has been granted as to certain portions of this agreement.





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Table of Contents





SIGNATURES


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 thereunto duly authorized.





CALIX, INC.(Registrant)Dated:May 10, 2018By:/s/    Carl RussoCarl RussoChief Executive Officer(Principal Executive Officer)Dated:May 10, 2018By:/s/    Cory SindelarCory SindelarChief Financial Officer(Principal Financial Officer and Principal Accounting Officer)





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