UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10‑K
(Mark One)
☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended June 30, 2018
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 001‑33301
ACCURAY INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE |
| 20‑8370041 |
(State or Other Jurisdiction of Incorporation or organization) |
| (I.R.S. Employer Identification No.) |
1310 Chesapeake Terrace
Sunnyvale, California 94089
(Address of Principal Executive Offices) (Zip Code)
Registrants' telephone number, including area code: (408) 716‑4600
Securities registered pursuant to section 12(b) of the Act:
Title of Each Class |
| Name of Each Exchange on Which Registered |
Common Stock, $.001 par value per share |
| The NASDAQ Stock Market LLC |
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 Section 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 is not contained herein, and will not be contained, to the best of the 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, a smaller reporting company, or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b‑2 of the Exchange Act. (Check one):
Large accelerated filer | ☐ | Accelerated filer | ☒ | Non‑accelerated filer | ☐ | Smaller reporting company | ☐ |
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|
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| (Do not check if a smaller 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 registrant's common stock held by non‑affiliates of the registrant based on the last sale price for such stock on December 31, 2017, the last business day of the registrant's most recently completed second fiscal quarter was: $246,956,445. Shares of the registrant's common stock held by each executive officer, director and 5% stockholder 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 August 15, 2018, the number of outstanding shares of the registrant's common stock, $0.001 par value, was 86,488,060.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for the Registrant's 2018 Annual Meeting of stockholders (the "2018 Proxy Statement") are incorporated by reference in Part III of this Form 10‑K.
ACCURAY INCORPORATED
YEAR ENDED JUNE 30, 2018
FORM 10‑K
ANNUAL REPORT
TABLE OF CONTENTS
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| Page No. |
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| PART I |
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Item 1. |
| Business |
| 4 |
Item 1A. |
| Risk Factors |
| 26 |
Item 1B. |
| Unresolved Staff Comments |
| 56 |
Item 2. |
| Properties |
| 56 |
Item 3. |
| Legal Proceedings |
| 56 |
Item 4. |
| Mine Safety Disclosures |
| 56 |
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| PART II |
| 57 |
Item 5. |
| Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |
| 57 |
Item 6. |
| Selected Financial Data |
| 59 |
Item 7. |
| Management's Discussion and Analysis of Financial Condition and Results of Operations |
| 60 |
Item 7A. |
| Quantitative and Qualitative Disclosure About Market Risk |
| 76 |
Item 8. |
| Financial Statements and Supplementary Data |
| 77 |
Item 9. |
| Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
| 117 |
Item 9A. |
| Controls and Procedures |
| 117 |
Item 9B. |
| Other Information |
| 117 |
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| PART III |
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Item 10. |
| Directors, Executive Officers and Corporate Governance |
| 119 |
Item 11. |
| Executive Compensation |
| 119 |
Item 12. |
| Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
| 119 |
Item 13. |
| Certain Relationships and Related Transactions, and Director Independence |
| 119 |
Item 14. |
| Principal Accountant Fees and Services |
| 119 |
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| PART IV |
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Item 15. |
| Exhibits and Financial Statement Schedules |
| 120 |
Item 16. |
| Form 10-K Summary |
| 126 |
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| Signatures |
| 127 |
We own or have rights to various trademarks and tradenames used in our business in the United States or other countries, including the following: Accuray ® , Accuray Logo ® , CyberKnife ® , Hi‑Art ® , RayStation ® , RoboCouch ® , Synchrony ® , TomoTherapy ®, Xsight ® , Accuray Precision ® , AutoSegmentation™, CTrue™, H™ Series, iDMS ® InCise™, Iris™, M6™ Series, OIS Connect™, PlanTouch ® , PreciseART ® , PreciseRTX ® , Treatment Planning System™, QuickPlan ® , TomoDirect™, TomoEdge™, TomoH ® , TomoHD ® , TomoHDA™, TomoHelical™, Tomo Quality Assurance™, Radixact ® , Onrad ™, StatRT™, and VoLO™. ImagingRing ® is a registered trademark belonging to medPhoton GmbH. RayStation ® is a registered trademark belonging to RaySearch Laboratories, AB.
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