8-K

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 22, 2013

Ubiquiti Networks, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-35300	32-0097377
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

2850 Orchard Pkwy

San Jose, CA 95131

(Address of principal executive offices, including zip code)

(408) 942-3085

(Registrant’s telephone number, including area code)

N/A

(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 (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 25, 2013, Ubiquiti Networks, Inc. (the “Company”) announced the appointment of Steven Altman, Craig Foster and Rafael Torres to its Board of Directors (the “Board”) effective October 25, 2013. Mr. Altman was appointed as a Class I member of the Board and is expected to serve as a member of the Audit Committee and Nominating and Governance Committee, and as the chairman of the Compensation Committee. Mr. Foster was appointed as a Class III member of the Board and is the Company’s current Chief Financial Officer. Mr. Torres was appointed as a Class I member of the Board and is expected to serve as a member of the Nominating and Governance Committee and the Compensation Committee, and as the chairman of the Audit Committee.

Messrs. Altman and Torres will each be entitled to compensation as a non-employee director in accordance with the Company’s non-employee director compensation practices described under the heading “Director Compensation” in the Company’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on October 28, 2012. Mr. Foster is a named executive officer and, as such, will not receive any compensation from the Company in his role as a director.

There is no understanding or arrangement between Mr. Altman, Mr. Foster or Mr. Torres and any other person or persons with respect to his election as director and there are no family relationships between Mr. Altman, Mr. Foster or Mr. Torres and any other director or executive officer or person nominated or chosen by the Company to become a director or executive officer. Each of Messrs. Altman, Foster and Torres will be a party to the Company’s standard form Director Indemnification Agreement. None of Mr. Altman, Mr. Foster or Mr. Torres have any material interest in any transaction that would require disclosure pursuant to Item 404(a) of Regulation S-K.

On October 22, 2013 each of Messrs. Peter Y. Chung, Charles J. Fitzgerald, John L. Ocampo and Robert M. Van Buskirk notified the Board of his intent to resign as a director, effective October 25, 2013. Mr. Chung was a member of the Nominating and Governance Committee and chairman of the Compensation Committee. Mr. Fitzgerald was a member of the Audit Committee. Mr. Ocampo was a member of the Audit Committee, Nominating and Governance Committee, and Compensation Committee. Mr. Van Buskirk was a member of the Compensation Committee and chairman of the Audit Committee. The resignations of Messrs. Chung, Fitzgerald, Ocampo and Van Buskirk do not result from any disagreement with the Company on any matter related to the Company’s operations, policies or practices.

Item 9.01 Financial Statements and Exhibits

Exhibit 99.1    Press release of Ubiquiti Networks, Inc. dated October 28, 2013.

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 28, 2013	Ubiquiti Networks, Inc.
	By:	/s/ Craig L. Foster
		Name:    Craig L. Foster
		Title:      Chief Financial Officer

EX-99.1

Exhibit 99.1

Media Contact:

Chris Blake

MSR Communications

Phone: 818-261-6106

E-mail: chris@msrcommunications.com

UBIQUITI NETWORKS APPOINTS NEW MEMBERS TO ITS BOARD OF DIRECTORS

Steven R. Altman of Qualcomm, Rafael Torres of OCZ Technology Group and Ubiquiti Chief Financial Officer Craig Foster Join Ubiquiti Board of Directors

San Jose, Calif.—October 28, 2013—Ubiquiti Networks, Inc. (NASDAQ: UBNT) (“Ubiquiti”) today announced it has named Steven R. Altman, Vice Chairman of Qualcomm, Rafael Torres, CFO of OCZ Technology Group and Ubiquiti CFO Craig Foster to the company’s board of directors.

“Steve Altman’s extensive experience in the wireless communications market and Rafael Torres deep financial expertise are powerful additions to our Board of Directors” said Robert J. Pera, CEO at Ubiquiti Networks. “These new board members will be important contributors to our next phase of growth.”

Steven R. Altman first joined Qualcomm in 1989 as Corporate Counsel and was the chief architect of the company’s strategy for licensing its broad intellectual property portfolio for wireless communications, which accelerated the growth of CDMA technology. Under Altman’s leadership, the company entered into domestic and international licensing agreements with the world’s largest telecommunications and electronics companies. He became Vice President and General Counsel of Qualcomm in 1992. In 1998, he was appointed Executive Vice President, and in 2000 he was named President of Qualcomm’s Technology Licensing Division. From 2005 to 2011, Altman was appointed and served as the president of Qualcomm where his leadership and contributions helped drive the company’s successful growth, evolution and expansion. Altman graduated from Northern Arizona University in 1983 with a bachelor’s degree in political science and administration. He received his Juris Doctor from the University of San Diego School of Law in 1986.

“Ubiquiti has impressed me as innovator of wireless technologies,” said Altman. “I’m excited to be joining Ubiquiti’s board during a time of such rapid growth and look forward to lending my guidance as the company continues to expand.”

Since March of 2013, Rafael Torres has been the CFO of OCZ Technology Group, which designs and manufactures industry-leading solid state drives (SSDs), a disruptive, game-changing technology that is replacing traditional rotating magnetic hard disk drives (HDDs). Prior to joining OCZ, Mr. Torres served as CFO and Vice President of Finance for Capella Photonics, where he successfully raised new capital and developed the company’s financial infrastructure. From 2006 to 2008, Torres was the CFO and Vice

President of Finance for Power Integrations, where he led a successful financial turnaround. From 2000 to 2006, Mr. Torres was CFO and Vice President of Finance for PLX Technology, which he returned to profitability. Mr. Torres holds a Bachelors of Science degree in Accounting from Santa Clara University and is a Certified Public Accountant (inactive).

“Ubiquiti’s business model has the potential to disrupt multiple markets,” said Torres. “It’s redefining the way we need to do business in the 21^st century and I’m excited to be a part of it.”

With the appointment of Altman, Torres and Foster, Directors Charles J. Fitzgerald (Managing Director at Summit Partners L.P.), John L. Ocampo (President at Gaas Labs), Robert M. Van Buskirk (CEO at Wilson Electronics), and Peter Y. Chung (Managing Director at Summit Partners, L.P.) have departed the company’s Board of Directors. Ron Sege (Chairman and CEO of Echelon Corporation) will continue as a Director. All changes to the Ubiquiti Networks Board of Directors were effective as of October 25, 2013.

About Ubiquiti Networks

Ubiquiti Networks (NASDAQ: UBNT) is closing the digital divide by building network communication platforms for everyone and everywhere. With over 10 million devices deployed in over 180 countries, Ubiquiti is transforming under-networked businesses and communities. Our leading edge platforms, airMAX^®, UniFi^®, airFiber^®, airVision^®, mFi^® and EdgeMAX^® combine innovative technology, disruptive price performance and the support of a global user community to eliminate barriers to connectivity. For more information, join our community at http://www.ubnt.com.

Ubiquiti, the Ubiquiti logo, Ubiquiti Networks, airMAX, airFiber, airVision, UniFi, mFi, and EdgeMAX are registered trademarks or trademarks of Ubiquiti Networks, Inc. and/or its affiliates in the United States and other countries. All other trademarks mentioned in this document are the property of their respective owners.

Safe Harbor for Forward Looking Statements

Certain statements in this press release are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements other than statements of historical fact including words such as “look,” “will,” “anticipate,” “believe,” “estimate,” “project,” “expect,” “consider,” “schedule” and “plan” and statements in the future tense are forward looking statements. The statements in this press release that could be deemed forward-looking statements include statements regarding growth prospects, market positioning and any statements or assumptions underlying any of the foregoing. You should not place undue reliance on these forward-looking statements. Also, forward-looking statements represent our management’s beliefs and assumptions only as of the date made. Ubiquiti Networks undertakes no obligation to update information contained in this press release. You should review our SEC filings carefully, particularly the discussions under the heading “Risk Factors” and elsewhere in our Annual Report on Form 10-K for the year ended June 30, 2013 and other filings filed with the U.S. Securities and Exchange Commission that identify risks that could cause actual results to differ from those made in such forward-looking statements.