Carbonite 2011 Annual Report Download - page 2

Table of Contents
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
For the fiscal year ended December 31, 2011
OR
For the transition period from to
Commission file number: 001-35264
CARBONITE, INC.
(Exact name of registrant as specified in its charter)
[phone]
(Registrant’s telephone number, including area code)
Securities Registered pursuant to Section 12(b) of the Act:
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 ¨ No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No þ
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
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 þ 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 during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes þ No ¨
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. ¨
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):
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No þ
As of June 30, 2011, the last business day of the registrant’s most recently completed second quarter, there was no established public market for the
registrant’s common stock. The registrant’s common stock began trading on The NASDAQ Global Market on August 11, 2011.
As of March 1, 2012, there were 25,243,178 shares of the registrant’s common stock, par value $0.01 per share, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive proxy statement for its 2012 Annual Meeting of Stockholders are incorporated by reference into Part III of this
Annual Report on Form 10-K.
þ
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
Delaware
33
-
1111329
(State or other jurisdiction of incorporation)
(I.R.S. Employer
Identification No.)
177 Huntington Avenue
Boston, Massachusetts
02115
(Address of principal executive offices)
(Zip Code)
Title of Each Class
Name of Exchange on Which Registered
Common Stock, par value $0.01 per share
The NASDAQ Stock Market LLC
Large accelerated filer
¨
Accelerated filer
¨
Non
-
accelerated filer
þ
(Do not check if a smaller reporting company)
Smaller reporting company
¨