SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
Date of
Report: December 11, 2009
LOGITECH
INTERNATIONAL S.A.
(Exact
name of registrant as specified in its charter)
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Canton
of Vaud, Switzerland
(State
or other jurisdiction
of
incorporation or organization)
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0-29174
(Commission
File Number)
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None
(I.R.S.
Employer
Identification
No.)
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Logitech
International S.A.
Apples,
Switzerland
c/o
Logitech Inc.
6505
Kaiser Drive
Fremont,
California 94555
(Address
of principal executive offices and zip code)
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(510)
795-8500
(Registrant’s
telephone number, including area
code)
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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:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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EXPLANATORY
NOTE
On
December 12, 2009, Logitech International S.A. (“Logitech”) filed a Current
Report on Form 8-K to report the completion of its acquisition of LifeSize
Communications, Inc. (“LifeSize”), pursuant to the Agreement and Plan of Merger
dated as of November 10, 2009 (as amended, the “merger agreement”) by and among
two wholly-owned subsidiaries of Logitech, LifeSize, and other parties named
therein. Pursuant to the merger agreement, Agora Acquisition Corporation, a
Delaware corporation and wholly-owned subsidiary of Logitech was merged with and
into LifeSize on December 11, 2009, with LifeSize continuing as the surviving
corporation and a wholly-owned subsidiary of Logitech. This Form 8-K/A is being
filed to provide the financial statements of LifeSize and pro forma financial
information required by Item 9.01 as set forth below, in accordance with Item
9.01 of Form 8-K.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS
(a)
Financial statements of businesses acquired.
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1)
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Consolidated
audited financial statements of LifeSize and subsidiaries as of and for
the year ended December 31, 2008, and Report of Independent Auditors
therein are filed as Exhibit 99.1 to this Current Report on Form 8-K/A and
are incorporated by reference
herein.
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2)
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Unaudited
interim condensed consolidated financial statements of LifeSize and
subsidiaries as of September 30, 2009, and for the nine months ended
September 30, 2009 and 2008, and the notes related thereto, are filed as
Exhibit 99.2 to this Current Report on Form 8-K/A and are incorporated by
reference herein.
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(b)
Pro forma financial information.
The
unaudited pro forma condensed combined financial information of Logitech for the
nine months ended December 31, 2009 and for the year ended March 31, 2009 giving
effect to the acquisition of LifeSize are filed as Exhibit 99.3 to this Current
Report on Form 8-K/A and are incorporated by reference herein.
(d) Exhibits.
The
following exhibits are filed with this report on Form 8-K/A:
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Exhibit No.
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Description
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23.1
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Consent
of Ernst & Young LLP, independent auditors for LifeSize
Communications, Inc.
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99.1
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Consolidated
audited financial statements of LifeSize Communications, Inc. and
subsidiaries as of and for the year ended December 31, 2008, and Report of
Independent Auditors therein.
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99.2
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Unaudited
interim condensed consolidated financial statements of LifeSize
Communications, Inc. and subsidiaries as of September 30, 2009 and for the
nine months ended September 30, 2009 and 2008, and the notes related
thereto.
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99.3
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Unaudited
pro forma condensed combined financial information of Logitech
International S.A. for the nine months ended December 31, 2009 and for the
year ended March 31, 2009 giving effect to the acquisition of LifeSize
Communications, Inc.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed by the undersigned, thereunto duly
authorized.
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Logitech
International S.A.
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/s/
Gerald P. Quindlen
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Gerald
P. Quindlen
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President
and Chief Executive Officer
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/s/
Erik K. Bardman
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Erik
K. Bardman
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Senior
Vice President of Finance and Chief Financial
Officer
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February
19, 2010
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EXHIBIT
INDEX
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Exhibit No.
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Description
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23.1
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Consent
of Ernst & Young LLP, independent auditors for LifeSize
Communications, Inc.
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99.1
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Consolidated
audited financial statements of LifeSize Communications, Inc. and
subsidiaries as of and for the year ended December 31, 2008, and Report of
Independent Auditors therein.
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99.2
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Unaudited
interim condensed consolidated financial statements of LifeSize
Communications, Inc. and subsidiaries as of September 30, 2009 and for the
nine months ended September 30, 2009 and 2008, and the notes related
thereto.
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99.3
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Unaudited
pro forma condensed combined financial information of Logitech
International S.A. for the nine months ended December 31, 2009 and for the
year ended March 31, 2009 giving effect to the acquisition of LifeSize
Communications, Inc.
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