14 unchanged sentences
• the inability to obtain an adequate supply of key components;
+Added: • the inability to control delivery schedules;
• price volatility for the components of our products;
7 unchanged sentences
We provide a customer demand forecast used to procure inventory to build our products.
−Removed: We could be responsible for the financial impact from any forecast reduction or product mix shift relative to materials already purchased under a prior forecast, including the cost of finished goods in excess of current customer demand or for excess or obsolete inventory.
+Added: We could be responsible for the financial impact from any forecast reduction or product mix shift relative to materials already purchased under a prior
+Added: forecast, including the cost of finished goods in excess of current customer demand or for excess or obsolete inventory.
In some cases, we may retain the responsibility to purchase component inventory to support third-party manufacturing activities, which presents a number of risks that could materially and adversely affect our financial condition.
27 unchanged sentences
• increasing import and export duties and value-added taxes, or trade regulation changes that could erode our profit margins or delay or restrict our ability to transport our products;
−Removed: • war, military conflict, and geopolitical unrest, including the war between Russia and Ukraine, may affect our engineering and support teams outside the U.S.
+Added: • war, military conflict, and geopolitical unrest, including the Russia-Ukraine and Hamas-Israel conflicts, may affect our engineering and support teams outside the U.S.
and their ability to perform as well as our sales and services delivery with sanctioned entities and countries;
39 unchanged sentences
Accordingly, they generally are not obligated to purchase any minimum product volume, and our relationships with them are terminable at will.
−Removed: In addition, recently we have focused our direct-sales business on the largest users of hierarchical storage architectures, the so-called “Hyper-scalers”;
+Added: In addition, recently we have focused our direct-sales business on the largest users of hierarchical storage architectures, the so-called “hyperscalers”;
there are very few of these extremely large storage customers, but their order activity has a significant impact on our results from quarter to quarter.
5 unchanged sentences
These cycles may make it difficult for us to predict when, or if, future sales will occur.
−Removed: During the fiscal year ended March 31, 2023 we had one Hyperscale customer represent 10% or more of our total revenue versus the prior fiscal year, March 31, 2022, when we had no single customer represent 10% or more of our total revenue.
−Removed: If this customer or any other large customers should significantly decrease or stop purchasing our solutions we would see a significant reduction in revenue that may result in a material adverse effect on our operating results.
+Added: During the fiscal year ended March 31, 2024, no customer represented 10% or more of our total revenue compared to the fiscal year ended March 31, 2023, when we had one customer represent 10% or more of our total revenue.
+Added: If any of our large customers should significantly decrease or stop purchasing our solutions, we would see a significant reduction in revenue that may result in a material adverse effect on our operating results.
federal government is an important customer, and our business may be materially and adversely harmed by changes in government purchasing activity.
4 unchanged sentences
federal government, or changes in its procurement processes or criteria could decrease our sales to the federal government and materially and adversely affect our operating results.
−Removed: In addition, changes in government certification requirements applicable to our products could impact our ability to see to U.S.
+Added: In addition, changes in government certification requirements applicable to our products could impact our ability to sell to U.S.
federal customers.
1 unchanged sentence
We continue to face risks related to inflation, economic uncertainty, and slow economic growth.
−Removed: Uncertainty about economic conditions pose risks as businesses may further reduce or postpone spending in response to reduced budgets, tightening of credit markets, increases in inflation and interest rates, negative financial news, and declines in income or asset values which could adversely affect our business, financial condition and operating results.
+Added: Uncertainty about economic conditions poses risks as businesses may further reduce or postpone spending in response to reduced budgets, tightening of credit markets, increases in inflation and interest rates, negative financial news, and declines in income or asset values which could adversely affect our business, financial condition and operating results.
Recent inflationary increases have driven up the prices at which we are able to purchase necessary components, products, and services, as well as the cost of contract labor.
−Removed: In addition, we continue to face risks related to uncertain tariff levels between countries where our products are manufactured and sold, unstable political and economic conditions in Europe, including the war between Russia and Ukraine, and concerns about sovereign debt, which could negatively impact the U.S.
+Added: In addition, we continue to face risks related to uncertain tariff levels between countries where our products are manufactured and sold, unstable political and economic conditions, including the war between Russia and Ukraine and the Hamas-Israel conflict, and concerns about sovereign debt, which could negatively impact the U.S.
and global economies and adversely affect our financial results.
9 unchanged sentences
• changes in interest and exchange rates;
+Added: • market volatility resulting from a public health emergency;
• a continued widespread decline in the U.S.
7 unchanged sentences
Any of these events and factors may cause our stock price to rise or fall and may adversely affect our business and financing opportunities.
+Added: We are not in compliance with the Nasdaq Global Market’s continued listing standards, and if we do not regain compliance, we will be delisted from Nasdaq.
+Added: The listing of our common stock on the Nasdaq Global Market is contingent on our compliance with the Nasdaq Global Market’s rules for continued listing.
+Added: On September 20, 2023, we received a deficiency notice from the Nasdaq Listing Qualifications Department (the “Nasdaq Staff”) notifying us that we were not in compliance with Nasdaq’s minimum closing bid price requirement of $1.00 per share for 30 consecutive business days, as set forth in Nasdaq Listing Rule 5450(a)(1) (the “Minimum Bid Price Requirement”).
+Added: We did not regain compliance with the Minimum Bid Price Requirement within 180 days from the initial deficiency notice, and on March 19, 2024, we were notified by the Nasdaq Staff that we would be delisted unless we timely request a hearing before a Nasdaq hearings panel (the “Panel”).
+Added: We were also notified on November 14, 2023 and February 13, 2024 that we were not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Filings Requirement”) as a result of our failure to timely file the Quarterly Reports on
+Added: Form 10-Q for the fiscal quarters ended September 30, 2023 and December 31, 2023.
+Added: The Nasdaq Staff initially provided us until May 7, 2024 to regain compliance with the Filings Requirement.
+Added: On May 14, 2024, we had a hearing before the Panel to address the deficiencies in complying with the Minimum Bid Price Requirement and the Filings Requirement and to present a plan to regain compliance.
+Added: The hearing and stay request with respect to the Minimum Bid Price Requirement and the Filings Requirement stayed any further action by the Nasdaq Staff pending a written decision from the Panel and our common stock remains listed and eligible for trading on the Nasdaq Global Market.
+Added: On June 6, 2024, the Panel issued a ruling granting us an extension period for (i) the Minimum Bid Price Requirement until September 16, 2024 and (ii) the Filings Requirement until July 1, 2024.
+Added: As a result of the filing of this Annual Report on Form 10-K, which includes the financial statements and other information required in the Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31, 2023 and September 30, 2023, we have complied with the Filings Requirement.
+Added: In addition, we plan to comply with the Minimum Bid Price Requirement by the extension period by effecting a reverse stock split of our common stock by such date.
+Added: While we expect to regain compliance with the Minimum Bid Price Requirement within the granted extension period, there can be no guarantee that we will regain compliance by such date.
+Added: If we do not regain compliance with the Minimum Bid Price Requirement within the extension period, we will be delisted from Nasdaq.
+Added: Furthermore, there can be no assurance that we will maintain compliance with the other Nasdaq listing requirements.
We may be unable to attract and retain key talent necessary to effectively meet our business objectives.
34 unchanged sentences
Disk, solid-state, and flash storage products, as well as various software solutions and alternative technologies have eroded the demand for tape products.
−Removed: We expect that, over time, many of our tape customers could migrate toward
−Removed: these other products and solutions and their proportionate contribution to our revenue will increase in the future.
+Added: We expect that, over time, many of our tape customers could migrate toward these other products and solutions and their proportionate contribution to our revenue will increase in the future.
While we are making targeted investments in software, disk backup and flash storage systems, and other alternative technologies, these markets are characterized by rapid innovation, evolving customer demands, and strong competition, including competition with companies who are also significant customers.
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As recently as March 2024, we were in danger of failing to meet certain financial covenants in our debt agreements, which could have resulted in a default under these agreements if we had not obtained a waiver of noncompliance from our lenders.
−Removed: For further description of our outstanding debt, see the section captioned “Liquidity and Capital Resources” in Part II, Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations.
+Added: For further description of our outstanding debt, see the section captioned “Liquidity and Capital Resources” in Part II, Item 7.
+Added: Management’s Discussion and Analysis of Financial Condition and Results of Operations .
As a result of our indebtedness:
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• We must dedicate a significant portion of our cash flow from operations and other capital resources to debt service, thereby reducing our ability to fund working capital, capital expenditures, research and development, mergers and acquisitions, and other cash-based activities, all of which may place us at a competitive disadvantage;
+Added: • If we are not able to generate sufficient cash flows to meet our substantial debt service obligations or to fund our other liquidity needs, we may have to take actions such as selling assets or raising additional equity or reducing or delaying capital expenditures, strategic acquisitions, investments and joint ventures, restructuring our debt and other capital-intensive activities;
• We are subject to mandatory field audits and control of cash receipts by the lenders if we do not maintain liquidity above certain thresholds;
• We may be more vulnerable to adverse economic and industry conditions;
+Added: • We may not be able to fund future working capital, capital investments and other business activities;
• We may be unable to make payments on other indebtedness or obligations.
2 unchanged sentences
Our ability to restructure or refinance our debt will depend on the capital markets and our financial condition at such time.
−Removed: We may be unable to incur additional debt or refinance our existing debt on acceptable terms, if at all.
+Added: We may be unable to incur additional debt or refinance our existing debt on acceptable terms, if at all, which could result in a default on our debt obligations.
Our credit facilities are collateralized by a pledge of all our assets.
4 unchanged sentences
As a result, the issuance of common stock upon the exercise of our outstanding warrants may cause our stock price to decline.
+Added: We must maintain compliance with the terms of our existing credit facilities or receive a waiver for any non-compliance.
+Added: The failure to do so could have a material adverse effect on our ability to finance our ongoing operations and we may not be able to find an alternative lending source if a default occurs.
+Added: In March 2024, we fell out of compliance with certain financial covenants in our credit agreements, which would have resulted in default had we not received a waiver of noncompliance from our lenders.
+Added: Our credit agreements contain negative covenants and customary events of default provisions, including for payment default, covenant default, cross default to other material indebtedness, and judgment default.
+Added: Each of these limitations are subject to certain liquidity levels, thresholds, or grace periods.
+Added: In addition, the credit agreement contains affirmative covenants, including certain financial covenants that require us to maintain minimum fixed charge coverage ratios.
+Added: The applicable interest rate on the facility may increase if our total leverage ratio increases to specified amounts that would result in our interest expenses rising.
+Added: These covenants could materially adversely affect our ability to finance our future operations or capital needs.
+Added: Furthermore, they may restrict our ability to expand and pursue our business strategies and otherwise conduct our business.
+Added: There are no assurances that we can continue to maintain compliance with these covenants.
+Added: Our ability to comply with these covenants may be affected by circumstances and events beyond our control, such as prevailing economic conditions and changes in regulations.
+Added: The restrictions limit our ability to obtain future financings or to withstand a future downturn in our business or the economy in general, which may affect our ability to make the payments required of us under the waiver.
+Added: Complying with these covenants may also cause us to take actions that may make it more difficult for us to successfully execute our business strategy and compete against companies that are not subject to such restrictions.
+Added: If we do not maintain compliance with all of the continuing covenants imposed by the credit agreements and other terms and conditions of the credit facility, we could be required to repay outstanding borrowings on an accelerated basis, which could subject us to decreased liquidity and other negative impacts on our business, results of operations and financial condition.
+Added: There is no assurance that we will be able to negotiate an amendment that will provide for modified financial covenant levels that we can satisfy, or that we will be able to obtain an additional waiver to the credit agreement in the case of future events of default (including but not limited to those related to financial covenants).
+Added: Any additional amendment or waiver will likely require concessions from the Company, such as prepayments, the imposition of other covenants or restrictions, limitations on future borrowing, or the payment of lender expenses.
+Added: Furthermore, if the debt is accelerated, we may not be able to make all of the required payments or borrow sufficient funds to refinance such debt.
+Added: Even if new financing were available at such time, it may not be on terms that are acceptable to us or as favorable to us as our current agreements.
+Added: Without a sufficient credit facility, we would be adversely affected by a lack of access to liquidity needed to operate our business.
Risks Related to Our Business and Industry
3 unchanged sentences
In addition, we have reduced headcount to streamline and consolidate our supporting functions as appropriate following recent acquisitions and in response to market or competitive conditions, and have increased our reliance on certain third-party business relationships.
−Removed: If we are unable to successfully manage the changes that we implement and detect and address issues as they arise, our business could be disrupted, and our results of operations and financial condition could be materially and adversely impacted.
+Added: unable to successfully manage the changes that we implement and detect and address issues as they arise, our business could be disrupted, and our results of operations and financial condition could be materially and adversely impacted.
In addition, given that we are relatively new to offering products and services on a subscription basis, and those models in the storage industry continue to evolve, we may not be able to effectively compete, drive expected revenue and margin growth, or obtain profitability for the foreseeable future.
2 unchanged sentences
The steps we have taken may not reduce our cost structure to a level appropriate in relation to our future sales and therefore, these cost reductions may be insufficient to achieve profitability.
−Removed: In the last several years, we have recorded significant restructuring charges and made cash payments to reduce our cost of sales and operating expenses to respond to adverse economic and industry conditions, to execute
−Removed: strategic management decisions, and to rationalize our operations following acquisitions.
+Added: In the last several years, we have recorded significant restructuring charges and made cash payments to reduce our cost of sales and operating expenses to respond to adverse economic and industry conditions, to execute strategic management decisions, and to rationalize our operations following acquisitions.
These restructuring plans may result in decreases to our revenues or adversely affect our ability to grow our business in the future.
28 unchanged sentences
It is critical to our business that our employees’, strategic partners’ and customers’ sensitive information remains and is perceived as secure.
−Removed: While we employ sophisticated security measures in our own environment and our product features, we may face internal and external threats including unauthorized access, ransomware attacks,
−Removed: security breaches, and other system disruptions.
+Added: While we employ sophisticated security measures in our own environment and our product features, we may face internal and external threats including unauthorized access, ransomware attacks, security breaches, and other system disruptions.
A cybersecurity breach of our own IT infrastructure or products sold to our customers could result in unauthorized access to, loss of, or unauthorized disclosure of such information and expose us to litigation, indemnity obligations, government investigations, and other possible liabilities.
56 unchanged sentences
We license certain of our software under “open source” licenses.
−Removed: Because of the characteristics of opensource software licenses, it may be relatively easy for competitors, some of whom have greater
−Removed: resources than we have, to enter our markets and compete with us.
+Added: Because of the characteristics of open source software licenses, it may be relatively easy for competitors, some of whom have greater resources than we have, to enter our markets and compete with us.
In addition, our failure to comply with the terms of open source licenses could have a material adverse effect on our competitive position and financial results.
17 unchanged sentences
We have incurred, and will continue to incur, costs and business process changes to comply with such regulations.
−Removed: While we maintain a rigorous corporate ethics and compliance program, we may be subject to increased regulatory scrutiny, significant monetary fines or penalties, suspension of business opportunities, loss of jurisdictional operating rights, and increased litigation and investigation costs as a result of any failure to comply with those requirements.
+Added: While we maintain a
+Added: rigorous corporate ethics and compliance program, we may be subject to increased regulatory scrutiny, significant monetary fines or penalties, suspension of business opportunities, loss of jurisdictional operating rights, and increased litigation and investigation costs as a result of any failure to comply with those requirements.
If we identify that we have fallen out of compliance, we may proactively take corrective actions, including the filing of voluntary self-disclosure statements with applicable agencies, which could cause us to incur additional expenses and subject us to penalties and other consequences that could adversely affect our business, financial condition, and operating results.
9 unchanged sentences
Failure to comply could result in enforcement actions and significant penalties against us, which could result in negative publicity, increase our operating costs, and have a material adverse effect on our business, financial condition, and operating results.
−Removed: General Risk Factors
−Removed: We face risks related to health epidemics which could have a material adverse effect on our business and results of operations.
−Removed: We face various risks related to public health issues, including epidemics, pandemics, and other outbreaks, including the COVID-19 pandemic.
−Removed: The COVID-19 pandemic and efforts to control its spread have impacted and may continue to impact our workforce and operations, and those of our strategic partners, customers, suppliers, and logistics providers.
−Removed: These impacts have included and may include increased component, product, transportation, and overhead costs, increased logistics capacity and flexibility needs, decreased workforce availability, component supply, and product output, increased cybersecurity threats from remote work, and general economic downturns.
−Removed: We or our third-party business partners have been and may continue to be subject to government restrictions that impact our ability to continue efficient business operations.
−Removed: While we have taken many actions to mitigate the ongoing effects of the COVID-19 pandemic, we cannot guarantee that they will be sufficient to mitigate all related risks.
−Removed: To the extent the COVID-19 pandemic adversely affects our business and financial results, it may also have the effect of heightening many of the other risks described in more detail in this “Risk Factors” section, such as those relating to adverse global or regional conditions, our highly competitive industry, supply chain disruption, customer demand conditions and our ability to forecast demand, cost saving initiatives, our indebtedness and liquidity, and cyber-attacks.
−Removed: If we fail to maintain proper and effective internal controls, material misstatements in our financial statements could occur, impairing our ability to produce accurate and timely financial statements and adversely affecting investor confidence in our financial reports, which could negatively affect our business.
−Removed: If we fail to maintain proper and effective internal controls, our consolidated financial statements may contain material misstatements and we could be required to restate our financial results in the future.
+Added: Risks Related to Being a Public Company
+Added: We incur significant costs as a result of operating as a public company, and our management devotes substantial time to complying with public company regulations.
+Added: As a public company, we are obligated to file with the SEC annual and quarterly reports and other reports that are specified in Section 13 and other sections of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
+Added: We are also required to ensure that we have the ability to prepare financial statements that are fully compliant with all SEC reporting requirements on a timely basis.
+Added: In addition, we are and will continue to become subject to other reporting and corporate governance requirements, including certain requirements of Nasdaq, and certain provisions of Section 404 of the Sarbanes-Oxley Act of 2002 (“SOX Act”) and the regulations promulgated thereunder, which will impose significant compliance obligations upon us.
+Added: Section 404 of the SOX Act, as well as rules subsequently implemented by the SEC and Nasdaq, have imposed increased regulation and disclosure and required enhanced corporate governance practices of public companies.
+Added: We are committed to maintaining high standards of corporate governance and public disclosure, and our efforts to comply with evolving laws, regulations and standards in this regard are likely to result in increased selling, general, and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities.
+Added: These changes will require a significant commitment of additional resources.
+Added: We may not be successful in implementing these requirements and implementing them could materially and adversely affect our business, results of operations and financial condition.
+Added: In addition, if we fail to implement the requirements with respect to our internal accounting and audit functions, our ability to report our operating results on a timely and accurate basis could be impaired.
+Added: If we do not implement such requirements in a timely manner or with adequate compliance, we might be subject to sanctions or investigation by regulatory authorities, such as the SEC and Nasdaq.
+Added: Any such action could harm our reputation and the confidence of investors and customers in us and could materially and adversely affect our business and cause our share price to fall.
+Added: We have restated certain of our prior consolidated financial statements, which has resulted in unanticipated costs and may lead to additional risks and uncertainties, including loss of investor confidence and negative impacts on our stock price.
+Added: In this Annual Report on Form 10-K, we restated certain of our financial statements.
+Added: The determination to restate the financial statements was made by our Audit Committee of the Board of Directors upon management’s
+Added: recommendation.
+Added: Our management concluded that certain of our previously issued financial statements should no longer be relied upon.
+Added: The restatement of our previously issued financial statements has been time-consuming and expensive and could expose us to additional risks that could materially adversely affect our financial position, results of operations and cash flows, including unanticipated costs for accounting and legal fees in connection with or related to the restatement and the risk of potential stockholder litigation.
+Added: If lawsuits are filed, we may incur additional substantial defense costs regardless of the outcome of such litigation.
+Added: Likewise, such events might cause a diversion of our management’s time and attention.
+Added: If we do not prevail in any such litigation, we could be required to pay substantial damages or settlement costs.
+Added: In addition, the restatement may lead to a loss of investor confidence and have negative impacts on the trading price of our common stock.
+Added: We have identified material weaknesses in our internal control over financial reporting, which could, if not properly remediated, result in additional material misstatements in our interim or annual consolidated financial statements, could impair our ability to produce accurate and timely financial statements and could adversely affect investor confidence in our financial reports, which could negatively affect our business.
+Added: We have concluded that our internal control over financial reporting and disclosure controls and procedures were not effective as of March 31, 2024 due to the existence of material weaknesses in our internal control over financial reporting, as described in Item 9A.
+Added: Controls and Procedures of this Annual Report on Form 10-K.
+Added: As described in Item 9A.
+Added: Controls and Procedures of this Annual Report on Form 10-K, these material weaknesses resulted in the restatement of the Company’s Consolidated Financial Statements for the fiscal years ended March 31, 2023 and March 31, 2022, the unaudited condensed quarterly financial information for the quarterly period ended June 30, 2023 and each of the fiscal quarters for the fiscal year ended March 31, 2023.
+Added: We cannot provide assurance that the material weaknesses and deficiencies identified in this Annual Report on Form 10-K will not recur, or that additional material weaknesses in our internal control over financial reporting will not arise or be identified in the future.
+Added: We intend to continue our control remediation activities and to continue to improve our financial reporting process, and our operational, information technology, financial systems, compliance and infrastructure procedures and controls.
+Added: We also intend to continue to expand, train, retain and manage our personnel who are essential to effective internal control and compliance.
+Added: In doing so, we will continue to incur expenses and expend management time.
+Added: If our remediation measures are insufficient to address the identified deficiencies, or if additional deficiencies in our internal control over financial reporting are discovered or occur in the future, our consolidated financial statements may contain material misstatements and we could be required to restate our financial results in the future.
Moreover, because of the inherent limitations of any control system, material misstatements due to error or fraud may not be prevented or detected on a timely basis, or at all.
1 unchanged sentence
Restated financial statements and failures in internal control may also cause us to fail to meet reporting obligations or debt covenants, negatively affect investor confidence in our management and the accuracy of our financial statements and disclosures, or result in adverse publicity, any of which could have a negative effect on the price of our common stock, subject us to further regulatory investigations and penalties or stockholder litigation, and materially and adversely impact our business and financial condition.
+Added: General Risk Factors
+Added: We face risks related to health epidemics which could have a material adverse effect on our business and results of operations.
+Added: We face various risks related to public health issues, including epidemics, pandemics, and other outbreaks, including a resurgence of the COVID-19 pandemic.
+Added: For example, the COVID-19 pandemic and efforts to control its spread had an impact on our workforce and operations, and those of our strategic partners, customers, suppliers, and logistics providers.
+Added: These impacts included increased component, product, transportation, and overhead costs, increased logistics capacity and flexibility needs, decreased workforce availability, component supply, and product output, increased cybersecurity threats from remote work, and general economic downturns.
+Added: We or our third-party business partners were subject to government restrictions that impacted our ability to continue efficient business
+Added: Other global health concerns in the future could also result in social, economic and labor instability in the countries in which we or the third parties with whom we engage operate.
+Added: To the such pandemics adversely affect our business and financial results, they may also have the effect of heightening many of the other risks described in more detail in this “Risk Factors” section, such as those relating to adverse global or regional conditions, our highly competitive industry, supply chain disruption, customer demand conditions and our ability to forecast demand, cost saving initiatives, our indebtedness and liquidity, and cyber-attacks.
We are exposed to fluctuations in foreign currency exchange rates, and an adverse change in foreign currency exchange rates relative to our position in such currencies could have a material adverse impact on our business, financial condition and results of operations.
5 unchanged sentences
dollars, operating expenses would also be lower in these circumstances.
−Removed: The competitive price of our products relative to others could also be negatively impacted by changes in the rate at which a foreign
−Removed: currency is exchanged for U.S.
+Added: The competitive price of our products relative to others could also be negatively impacted by changes in the rate at which a foreign currency is exchanged for U.S.
Such fluctuations in currency exchange rates could materially and adversely affect our business, financial condition and results of operations.
8 unchanged sentences
Should we undergo such a change in stock ownership, it would severely limit the usage of these carryover tax attributes against future income, resulting in additional tax charges, which could be material.
−Removed: UNRESOLVED STAFF COMMENTS
−Removed: Our headquarters are located in San Jose, California.
−Removed: We lease facilities in North America, Europe, and Asia Pacific.
−Removed: We believe that our facilities are adequate to meet our needs for the immediate future, and that, should it be needed, suitable additional space will be available to accommodate expansion of our operations.
−Removed: LEGAL PROCEEDINGS
−Removed: See Item 8 of Part II, “Financial Statements and Supplementary Data—Note 11:
−Removed: Commitments and Contingencies.”
−Removed: MINE SAFETY DISCLOSURE
+Added: Anti-takeover provisions contained in our amended and restated certificate of incorporation and amended and restated bylaws, as well as provisions of Delaware law, could impair a takeover attempt.
+Added: Our amended and restated certificate of incorporation and bylaws, and Delaware law, contain provisions that could have the effect of rendering more difficult or discouraging an acquisition deemed undesirable by our Board of Directors.
+Added: Our corporate governance documents include provisions:
+Added: • authorizing blank check preferred stock, which could be issued with voting, liquidation, dividend, and other rights superior to our common stock;
+Added: • limiting the liability of, and providing indemnification to, our directors and officers;
+Added: • limiting the ability of our stockholders to call and bring business before special meetings and to take action by written consent in lieu of a meeting;
+Added: • requiring advance notice of stockholder proposals for business to be conducted at meetings of our stockholders and for nominations of candidates for election to our Board of Directors;
+Added: • controlling the procedures for the conduct and scheduling of meetings of the Board of Directors and stockholders;
+Added: • providing our Board of Directors with the express power to postpone and cancel previously scheduled special meetings at any time;
+Added: • limiting the determination of the number of directors on our Board of Directors and the filling of vacancies or newly created seats on the board to our Board of Directors then in office;
+Added: • providing that directors may be removed by stockholders only for cause.
+Added: While these provisions have the effect of encouraging persons seeking to acquire control of our Company to negotiate with our Board of Directors, they could enable the Board of Directors to hinder or frustrate a transaction that some, or a majority, of the stockholders might believe to be in their best interests and, in that case, may prevent or discourage attempts to remove and replace incumbent directors.
+Added: We are also subject to Delaware laws that could have similar effects.
+Added: One of these laws prohibits us from engaging in a business combination with a significant stockholder unless specific conditions are met.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.