Item 7.01 Regulation FD Disclosure.
Ubiquiti Inc. ("Ubiquiti" or the "Company") furnishes as Exhibit 99.1 to this
Current Report on Form 8-K (this "Report") a copy of the Notice of Settlement of
Stockholder Derivative Action, dated as of December 20, 2019 (the "Notice"),
relating to two shareholder derivative actions: Franchi v. Pera et al., 19 CIV
01255 (Cal. Sup. Ct.), and Gericke v. Pera et al., C.A. No. 2019-0188-SG (Del.
Ch.). Additional information concerning the terms of the proposed settlement
(the "Proposed Settlement") and the related hearing can be found in the Notice
and on Ubiquiti's website at http://ir.ui.com. The contents of Ubiquiti's
website shall not be deemed to be incorporated by reference into this Item 7.01.
The information included or incorporated in this Item 7.01, including Exhibit
99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934 (as amended, the "Exchange Act") or otherwise subject to
the liabilities of that Section, and shall not be or be deemed to be
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, regardless of any general incorporation language
in such filing.
This Report contains forward-looking statements within the meaning of the U.S.
Private Securities Litigation Reform Act of 1995. Examples of such
forward-looking statements include, but are not limited to, statements we make
about the Proposed Settlement. By their nature, forward-looking statements: (i)
speak only as of the date they are made, (ii) are neither statements of
historical fact nor guarantees of future performance and (iii) are subject to
risks, uncertainties, assumptions and changes in circumstances that are
difficult to predict or quantify. Therefore, actual results could differ
materially and adversely from those forward-looking statements because of a
variety of factors, including our failure to satisfy the conditions necessary to
make the Proposed Settlement effective. You should not place undue reliance on
such statements. Unless required to do so by law, we do not intend to update or
revise any forward-looking statement because of new information or future
developments or otherwise.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Notice of Settlement of Stockholder Derivative Action
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
2
© Edgar Online, source Glimpses