Table of Contents
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`UNITED STATES
`SECURITIES AND EXCHANGE COMMISSION
`Washington, D.C. 20549
` Form 10-K
`
`x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
`For the fiscal year ended December 31, 2015
`
`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: 001-35734
`
`Ruckus Wireless, Inc.
`
`(Exact name of registrant as specified in its charter)
`
`Delaware
`
`(State or other jurisdiction of
`incorporation or organization)
`
`
`
`
`
`
`
`
`
`54-2072041
`
`(I.R.S. Employer
`Identification Number)
`
`
`350 West Java Drive
`Sunnyvale, California 94089
`(650) 265-4200
`
`(Address, including zip code, and telephone number,
`including area code, of registrant's principal executive offices)
`Securities registered pursuant to Section 12(b) of the Act:
`
`
`Title of Each Class
`Name of Exchange on Which Registered
`
`New York Stock Exchange
`Common Stock, par value $0.001 per share
`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 x No o
`Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”). Yes
`o No x
`Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 x 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 x No o
`Indicate by a check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the
`best of 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. x
`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.
`
`
`Large accelerated filer
`
`Non-accelerated filer
`
`x
`¨ (Do not check if a smaller
`reporting company)
`
`Accelerated filer
`
`Smaller reporting company
`
`¨
`
`¨
`
`Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
`The aggregate market value of the registrant's common stock held by non-affiliates of the registrant as of June 30, 2015 was approximately $860 million, based upon the closing sale
`price of such stock on the New York Stock Exchange. For purposes of this disclosure, shares of common stock held or controlled by executive officers and directors of the registrant
`and by persons who hold more than 5% of the outstanding shares of common stock have been treated as shares held by affiliates. However, such treatment should not be construed as
`an admission that any such person is an “affiliate” of the registrant. The registrant has no non-voting common equity.
`On February 17, 2016, 89,722,741 shares of the registrant's common stock, $0.001 par value, were outstanding.
`
`Chrimar Systems, Inc.
`Exhibit 2006-1
`IPR2016-00573 USPN 9,019,838
`
`

`
`Table of Contents
`
`NOTE 8—COMMITMENTS AND CONTINGENCIES
`
`Operating Leases—The Company’s primary facilities are located in Sunnyvale, California, Taipei, Taiwan, Bangalore, India, Shenzhen, China, Singapore and Wooburn
`Green, United Kingdom, and are leased under non-cancelable operating lease arrangements. Rent expense was $4.9 million, $4.7 million and $4.4 million for the years ended
`December 31, 2015, 2014 and 2013, respectively.
`
`Future minimum lease payments under non-cancelable operating leases are as follows (in thousands):
`
`Years ending December 31,
`
`2016
`2017
`2018
`2019
`2020
`Thereafter
`Operating lease obligations
`
`Amount
`4,942
`4,418
`3,476
`2,570
`2,496
`4,993
`22,895
`
`$
`
`$
`
`Litigation—The Company is involved in legal proceedings, claims and litigation arising in the ordinary course of business. Management is not currently aware of any
`matters that it expects will have a material adverse effect on the consolidated financial position, results of operations, or cash flows of the Company.
`
`For the year ended December 31, 2015, the Company paid a total of $1.6 million in settlement of patent litigation. For the year ended December 31, 2014, the Company
`settled several patent litigation claims for a net gain of $0.8 million. Gains or losses from litigation settlements are included in general and administrative expense in the consolidated
`statements of operations.
`
`Purchase Commitments— As of December 31, 2015, the Company had current purchase commitments of $10.3 million for inventory and specific contractual services.
`
`Indemnification Agreements— The Company indemnifies its directors for certain events or occurrences, subject to certain limits, while the director is or was serving at
`the Company’s request in such capacity. The term of the indemnification period is for the director’s term of service. The Company may terminate the indemnification agreements
`with its directors upon the termination of their services as directors of the Company, but termination will not affect claims for indemnification related to events occurring prior to the
`effective date of termination. The maximum amount of potential future indemnification is unlimited; however, the Company has a director insurance liability policy that limits its
`exposure. The Company believes the fair value of these indemnification agreements is minimal. The Company has also entered into customary indemnification agreements with each
`of its officers.
`
`The Company indemnifies its channel partners against certain claims alleging that the Company’s products (excluding custom products and/or custom support) infringe a
`patent, copyright, trade secret, or trademark, provided that a channel partner promptly notifies the Company in writing of the claim and such channel partner cooperates with the
`Company and grants the Company the authority to control the defense and any related settlement.
`
`The Company has not recorded any liabilities for these agreements as of December 31, 2015 and 2014.
`
`Reimbursement of Penalties— As of December 30, 2015 and 2014, the Company held $5.0 million in escrow to secure an indemnification agreement. If triggered, the
`Company will indemnify a channel partner for reimbursement of penalties assessed under the IT Act. The IT Act specifies penalties for network service providers in the event of
`illegal or unauthorized use of computers, computer systems and data stored therein. In the event that Ruckus equipment is the cause of a network service provider breach, the
`Company is required to indemnify the channel partner, without limitation to the amount, for penalties reimbursed by the channel partner to the network service provider under the IT
`Act. In the second quarter of 2016, the escrow will expire, but the indemnification agreement will continue. To date no claims have been made under the IT Act, for which the
`Company would be potentially liable.
`
`Warranties— The Company generally offers a limited lifetime hardware warranty on its indoor WLAN products and a limited warranty for all other hardware products
`for a period of up to one year. The Company estimates the costs that may be incurred under its warranties and records a liability for products sold as a charge to cost of revenue.
`Estimates of future warranty costs are largely based on historical experience of product failure rates and material usage incurred in correcting product failures. The Company
`periodically assesses the adequacy of its recorded warranty liability and adjusts the amounts as necessary.
`
`72
`
`Chrimar Systems, Inc.
`Exhibit 2006-2
`IPR2016-00573 USPN 9,019,838