Form 8-K





Washington, D.C. 20549







Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): June 5, 2013



NetApp, Inc.

(Exact name of Registrant as specified in its charter)




Delaware   0-27130   77-0307520

(State or other jurisdiction of

incorporation or organization)



File Number)


(I.R.S. Employer

Identification Number)

495 East Java Drive

Sunnyvale, CA 94089

(Address of principal executive offices) (Zip Code)

(408) 822-6000

(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:


¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Item 1.01. Entry into a Material Definitive Agreement.

Before the market opened on June 5, 2013, NetApp, Inc. (the “Company”) entered into a collared accelerated share repurchase agreement (the “ASR Contract”) with Goldman, Sachs & Co. (“Goldman”), under which the Company will repurchase approximately $750 million of its shares of common stock, the final number of shares subject to adjustment described below. The Company will acquire these common shares under the existing share repurchase program authorized by its Board of Directors.

Pursuant to the ASR Contract, the Company will pay $750 million to Goldman on June 5, 2013. Shares will be delivered to the Company over the term of the ASR Contract, which is expected to end no later than August 29, 2013, although the completion date may be accelerated at Goldman’s option. The exact number of shares to be repurchased generally will be determined by the average of the daily volume weighted average prices of shares traded during the term of the agreement, subject to collar provisions that will establish a minimum and maximum number of shares to be repurchased. The actual number of shares repurchased will be determined at the completion of the ASR Contract.

The ASR Contract contains the principal terms and provisions governing the accelerated share repurchase, including, but not limited to, the mechanism used to determine the number of shares that will be delivered, the required timing of delivery of the shares, the circumstances under which Goldman is permitted to make adjustments to valuation and calculation periods and various acknowledgements, representations and warranties made by the Company and Goldman to one another.

The foregoing description of the ASR Contract is a summary and is qualified in its entirety by the terms of the ASR Contract, a copy of which will be filed with the Company’s quarterly report on Form 10-Q for the quarter ended July 26, 2013.


Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure provided under Item 1.01 above is hereby incorporated by reference.




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.


Date: June 5, 2013     By:  

/s/ Nicholas R. Noviello

      Nicholas R. Noviello
      Executive Vice President and Chief
      Financial Officer