Annual report pursuant to section 13 or 15(d) of the securities exchange act of 1934


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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
Form 10-K

 

 

 


ý


 


ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the fiscal year ended December 31, 2012


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 000-52049
SYNCHRONOSS TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware

(State of incorporation)

 

06-1594540

(IRS Employer Identification No.)


200 Crossing Boulevard, 8 th  Floor, Bridgewater, New Jersey 08807

(Address of principal executive offices, including ZIP code)

(866) 620-3940

(Registrant's telephone number, including area code)
          Securities registered pursuant to Section 12(b) of the Act:

 

 

 

Title of each class

 

Name of each exchange on which registered

Common Stock, par value $.0001 par value

 

The NASDAQ Stock Market, LLC

          Securities registered pursuant to Section 12(g) of the Act:
None
          Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act of 1933. Yes ý    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  ý
          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  ý     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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  ý     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 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.  ý
          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 ý

 

Non-accelerated filer o

(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 Exchange Act). Yes o    No ý
          The aggregate market value of the common stock held by non-affiliates of the Registrant as of June 30, 2012, based upon the closing price of the common stock as reported by The NASDAQ Stock Market on such date was approximately $414 million. Shares of common stock held by each executive officer, director and stockholders known by the Registrant to own 10% or more of the outstanding stock based on public filings and other information known to the Registrant have been excluded since such persons may be deemed affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.
          As of February 11, 2013, a total of 38,860,686 shares of the Registrant's common stock were outstanding.
          The exhibit index as required by Item 601(a) of Regulation S-K is included in Item 15 of Part IV of this report on Form 10-K.
DOCUMENTS INCORPORATED BY REFERENCE
          Information required by Part III (Items 10, 11, 12, 13 and 14) is incorporated by reference to portions of the Registrant's definitive Proxy Statement for its 2013 Annual Meeting of Stockholders (the "Proxy Statement"), which is to be filed pursuant to Regulation 14A within 120 days after the end of the Registrant's fiscal year ended December 31, 2012. Except as expressly incorporated by reference, the Proxy Statement shall not be deemed to be a part of this report on Form 10-K.
   





SYNCHRONOSS TECHNOLOGIES, INC.




FORM 10-K

DECEMBER 31, 2012




TABLE OF CONTENTS




 

 

 

 

 

 

 

Item

 

 


 

Page No.

 

PART I

 

1.

 

Business

 

 

3

 

1A.

 

Risk Factors

 

 

19

 

1B.

 

Unresolved Staff Comments

 

 

31

 

2.

 

Properties

 

 

31

 

3.

 

Legal Proceedings

 

 

31

 

4.

 

[Removed and Reserved]

 

 

32

 

PART II

 

5.

 

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

 

33

 

6.

 

Selected Financial Data

 

 

34

 

7.

 

Management's Discussion and Analysis of Financial Condition and Results of Operations

 

 

36

 

7A.

 

Quantitative and Qualitative Disclosures About Market Risk

 

 

52

 

8.

 

Financial Statements and Supplementary Data

 

 

54

 

9.

 

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 

 

97

 

9A.

 

Controls and Procedures

 

 

97

 

9B.

 

Other Information

 

 

100

 

PART III

 

10.

 

Directors and Executive Officers and Corporate Governance

 

 

100

 

11.

 

Executive Compensation

 

 

100

 

12.

 

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

 

100

 

13.

 

Certain Relationships and Related Transactions

 

 

101

 

14.

 

Principal Accountant Fees and Services

 

 

101

 

PART IV

 

15.

 

Exhibits and Financial Statement Schedules

 

 

102

 

 

 

Signatures

 

 

106

 

2





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