UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
October 21, 2008
LIMELIGHT NETWORKS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction
of incorporation)
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001-33508
(Commission
File Number)
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20-1677033
(IRS Employer
Identification No.) |
2220 W. 14th Street
Tempe AZ 85281
(Address of principal executive offices, including zip code)
(602) 850-5000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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TABLE OF CONTENTS
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing.
(a) On October 22, 2008, Limelight Networks, Inc. (the “Company”) received a Nasdaq Staff
Deficiency Letter indicating that the Company presently fails to comply with the audit committee
composition requirement for continued listing set forth in Nasdaq Marketplace Rule 4350(d)(2)(A),
and that the Nasdaq Stock Market, Inc. will provide the Company with a cure period in accordance
with Nasdaq Marketplace Rule 4350(d)(4)(B).
(b) On October 21, 2008, the Company notified the Nasdaq Stock Market, Inc. that it is not
presently in compliance with Nasdaq Marketplace Rule 4350(d)(2)(A), which requires that the
Company’s Audit Committee be comprised of at least three independent directors, due to one vacancy
on the Company’s Audit Committee. The vacancy on the Company’s Audit Committee is due to the
resignation of Douglas Lindroth from his position as a member of the Company’s Board of Directors
and as a member of the Audit Committee and the Nominating and Governance Committee of the Company’s
Board of Directors following his appointment as Senior Vice President and Chief Financial Officer
of the Company on October 14, 2008, effective on October 20, 2008.
The Company also notified the Nasdaq Stock Market, Inc. that it has initiated a search for a
new, independent director who is appropriately qualified to serve on the Audit Committee of the
Company, and that it expects to identify such a candidate by the time of the Company’s 2009 annual
meeting of stockholders in accordance with Nasdaq Marketplace Rule 4350(d)(4)(B), which provides
that the Company will have until the next annual stockholders’ meeting to comply with the
audit committee composition requirement.
On October 24, 2008, the Company issued a press release regarding the Company’s noncompliance
with the audit committee composition requirement under Nasdaq Marketplace Rule 4350(d)(2)(A), and
the Nasdaq Staff Deficiency Letter received by the Company from the Nasdaq Stock Market, Inc. The
press release is filed with this report on Form 8-K as Exhibit 99.1 and is incorporated herein by
reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
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| Exhibit Number |
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Description |
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| 99.1
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Press Release of Limelight Networks, Inc. dated October 24, 2008. |
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