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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/16/22 Sonos Inc. 8-K:2,5,7,911/15/22 12:1M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 69K 2: EX-99.1 Miscellaneous Exhibit HTML 806K 3: EX-99.2 Miscellaneous Exhibit HTML 16K 7: R1 Document And Entity Information HTML 46K 10: XML IDEA XML File -- Filing Summary XML 12K 8: XML XBRL Instance -- sono-20221115_htm XML 15K 9: EXCEL IDEA Workbook of Financial Reports XLSX 8K 6: EX-101.LAB XBRL Labels -- sono-20221115_lab XML 40K 5: EX-101.PRE XBRL Presentations -- sono-20221115_pre XML 33K 4: EX-101.SCH XBRL Schema -- sono-20221115 XSD 11K 11: JSON XBRL Instance as JSON Data -- MetaLinks 11± 17K 12: ZIP XBRL Zipped Folder -- 0000950170-22-025310-xbrl Zip 50K
| 8-K |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM i 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
i SONOS, INC.
(Exact name of registrant as specified in its charter)
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i Delaware |
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i 03-0479476 |
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
i 614 Chapala Street
i Santa Barbara, i California i 93101
(Address of principal executive offices, including zip code)
i (805) i 965-3001
(Registrant’s telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
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):
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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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i ☐ |
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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
i Common Stock, $0.001 par value |
i SONO |
i The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company i ☐
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. ☐
Item 2.02 Results of Operations and Financial Condition.
On November 16, 2022, Sonos, Inc. (the "Company") issued a press release announcing its financial results for its fourth fiscal quarter and fiscal year ended October 1, 2022. A copy of the press release is furnished hereto as Exhibit 99.1 and is incorporated herein by reference.
The information contained in this Item 2.02 and in Exhibit 99.1 to this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, regardless of any general incorporation language in such filing.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 15, 2022, the Company appointed Eddie Lazarus, Interim Chief Financial Officer and Chief Legal Officer, as Chief Financial Officer of the Company, effective immediately. Mr. Lazarus will remain Chief Legal Officer until a successor is named.
Mr. Lazarus’ biographical information, prior to his appointment as Interim Chief Financial Officer effective September 1, 2022, as set forth in Part III, Item 10 of the Company’s Annual Report on Form 10-K for the fiscal year ended October 2, 2021 filed with the U.S. Securities and Exchange Commission on November 22, 2021 is incorporated herein by reference.
There are no arrangements or understandings with any other person pursuant to which Mr. Lazarus was appointed as the Company’s Chief Financial Officer, and there are no family relationships between Mr. Lazarus and any director or executive officer of the Company. Additionally, there are no transactions between Mr. Lazarus and the Company that would be required to be reported under Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
On November 16, 2022, the Company announced that its Board of Directors has authorized a common stock repurchase program of up to $100 million. The repurchase program does not have an expiration date. Under the repurchase program, Sonos may purchase shares of common stock from time to time through open market repurchases, privately negotiated transactions or other means, including through Rule 10b5-1 trading plans or through the use of other techniques such as accelerated share repurchases. The timing and number of shares repurchased will depend on a variety of factors, including stock price, trading volume, and general business and market conditions. A copy of the press release announcing the common stock repurchase program is furnished hereto as Exhibit 99.2 and is incorporated herein by reference.
The information contained in this Item 7.01 and in Exhibit 99.2 to this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, nor shall it be deemed incorporated by reference in any filing under the Securities Act, or the Exchange Act, regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
Description |
99.1 |
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99.2 |
Press release dated November 16, 2022 announcing authorization of common stock repurchase program. |
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 hereunto duly authorized.
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SONOS, INC. |
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Date: November 16, 2022 |
By: |
/s/ Eddie Lazarus |
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Chief Financial Officer and Chief Legal Officer |
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 11/16/22 | |||
| For Period end: | 11/15/22 | |||
| 10/1/22 | ||||
| 9/1/22 | 3, 4 | |||
| 11/22/21 | 10-K | |||
| 10/2/21 | 10-K | |||
| List all Filings | ||||