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 December 31, 2009 | ||
or | ||
o | 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 001-34391
LOGMEIN, INC.
(Exact name of registrant as specified in its charter)
Delaware | 20-1515952 | |
(State or other jurisdiction
of incorporation or organization) | (I.R.S. Employer Identification No.) | |
500 Unicorn Park Drive Woburn, Massachusetts | 01801 | |
(Address of principal executive offices) | (Zip Code) |
(781) 638-9050
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class | Name of Exchange on Which Registered | |
Common Stock, $.01 par value | NASDAQ Global Market |
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 o 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 o No ☑
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 and 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 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 o No o
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, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o | Accelerated filer o | Non-accelerated
filer ☑ (Do not check if a smaller reporting company) | Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No ☑
The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold on the NASDAQ Global Market on February 15, 2010 was $294,868,000. The registrant has provided this information as of February 15, 2010 because its common equity was not publicly traded as of the last business day of its most recently completed second fiscal quarter.
As of February 15, 2010, the registrant had 22,555,126 shares of Common Stock, $0.01 par value per share, outstanding.
Portions of the registrant's definitive proxy statement to be filed with the Securities and Exchange Commission for the 2010 annual stockholders' meeting to be held on May 27, 2010 are incorporated by reference into Items 10, 11, 12, 13 and 14 of Part III of this Annual Report on Form 10-K.
LOGMEIN, INC.
INDEX
Page | ||||||
Number | ||||||
PART I | ||||||
ITEM 1. | Business | 2 | ||||
ITEM 1A. | Risk Factors | 12 | ||||
ITEM 1B. | Unresolved Staff Comments | 26 | ||||
ITEM 2. | Properties | 26 | ||||
ITEM 3. | Legal Proceedings | 26 | ||||
ITEM 4. | Submission of Matters to a Vote of Security Holders | 27 | ||||
PART II | ||||||
ITEM 5. | Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 27 | ||||
ITEM 6. | Selected Financial Data | 29 | ||||
ITEM 7. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 31 | ||||
ITEM 7A. | Quantitative and Qualitative Disclosures About Market Risk | 42 | ||||
ITEM 8. | Financial Statements and Supplementary Data | 43 | ||||
ITEM 9. | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure | 65 | ||||
ITEM 9A(T). | Controls and Procedures | 65 | ||||
ITEM 9B. | Other Information | 65 | ||||
PART III | ||||||
ITEM 10. | Directors, Executive Officers and Corporate Governance | 65 | ||||
ITEM 11. | Executive Compensation | 65 | ||||
ITEM 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 66 | ||||
ITEM 13. | Certain Relationships and Related Transactions, and Director Independence | 66 | ||||
ITEM 14. | Principal Accounting Fees and Services | 66 | ||||
PART IV |