Fusion-io

Aug 26, 2016

CIK 0001383729 We estimate that we will receive net proceeds of approximately $186.6 millionfrom our sale of the 10,755,607 shares of common stock offered by us in thisoffering, based upon the initial public offering price of $19.00 per share,and after deducting underwriting discounts and commissions and estimatedoffering expenses to be paid by us. If the underwriters’ option to purchaseadditional shares is exercised in full, we estimate that our net proceedswill be approximately $219.2 million.We will not receive any proceeds from the sale of shares of common stock bythe selling stockholders, although we will bear the costs, other than theunderwriting discounts and commissions, associated with the sale of theseshares.We currently intend to use the net proceeds to us from this offeringprimarily for working capital and general corporate purposes, includingexpansion of our sales organization, further development and expansion ofour product offerings and possible acquisitions of, or investments in, businesses, technologies or other assets. We have no present understandings,commitments or agreements to enter into any acquisitions or investments.Other principal purposes of this offering include creating a public marketfor our common stock and increasing our visibility in the market. A publicmarket for our common stock will facilitate future access to public equitymarkets and enhance our ability to use common stock as a means of attractingand retaining key employees and as consideration for acquisitions orstrategic transactions.Our management will have broad discretion in the application of the netproceeds that we receive in this offering, and investors will be relyingon the judgment of our management regarding the treatment of these proceeds.Pending the uses described above, we plan to invest the net proceeds that wereceive in this offering in short-term and intermediate-term interest-bearingobligations, investment-grade investments, certificates of deposit or director guaranteed obligations of the U.S. government. We believe that the most important competitive factor in our market is toprovide a comprehensive platform with the following attributes:• hardware incorporating sufficient capacity and rate of access, in a formfactor that can be integrated within industry-standard servers;• software that virtualizes storage resources and governs the flow andmanagement of data between storage and the server;• software that enables this platform to be utilized within both new andexisting datacenter architectures; and• software that centrally configures, manages and monitors this newdistributed infrastructure.Other principal factors affecting our market include:• application performance, including consistent low latency and highbandwidth;• providing enterprise grade data endurance, reliability, retention andavailability not inherent in NAND Flash memory;• ease of management;• space efficiency;• energy efficiency; and• total cost of ownership.We believe that we compete favorably with our competitors on the basis ofthese factors.Our storage memory platform competes with various traditional data centerarchitectures, including high performance server and storage approaches.These may include offerings from traditional data storage providers, includingstorage array vendors such as EMC Corporation, Hitachi Data Systems andNetApp Inc., who typically sell centralized storage products as well ashigh-performance storage approaches utilizing solid state disks, as wellas vertically integrated appliance vendors such as Oracle. In addition, wemay also compete with enterprise solid state disk vendors such as HuaweiTechnologies, Co., Intel Corp., LSI Corporation, Marvell Semiconductor, Inc.,Micron Technology, Inc., OC2 Technology Group, Inc., Samsung Electronics,Inc., Seagate Technology, STEC, Inc., Toshiba Corp. and Western Digital Corp.Our directCache data-tiering software competes with products of suppliers ofsoftware-hardware cache solutions, including LSI Corporation and Adaptec,Inc., as well as several open source software solutions and othersoftware-based hardware cache solutions being developed by privately heldcompanies. Although our ioSphere platform management software is specificallydesigned to manage solid state storage, it competes with products ofdevelopers of general-purpose distributed management and monitoring softwaresolutions, including HP, IBM, CA, Inc. and Nagios Enterprises, LLC. A numberof new, privately held companies are currently attempting to enter our market,one or more of which may become significant competitors in the future.Many of our current competitors have, and some of our potential competitorscould have, longer operating histories, greater name recognition, largercustomer bases and significantly greater financial, technical, sales,marketing and other resources than we have. Potential customers may preferto purchase from their existing suppliers rather than a new supplierregardless of product performance or features. Some of our competitors havemade acquisitions of businesses that allow them to offer more directlycompetitive and comprehensive solutions than they had previously offered. Inaddition, some of our competitors may sell at zero or negative margins togain business. Our current and potential competitors may also establishcooperative relationships among themselves or with third parties. As aresult, we cannot assure that our products will continue to competefavorably, and any failure to do so could seriously harm our business,operating results and financial condition. Company Description We have pioneered a next generation storage memory platform for datadecentralization. Our platform significantly improves the processingcapabilities within a datacenter by relocating process-critical, or “active”,data from centralized storage to the server where it is being processed,a methodology we refer to as data decentralization. Our integrated hardwareand software solutions leverage non-volatile memory to significantly increasedatacenter efficiency and offers enterprise grade performance, reliability,availability and manageability. We sell our solutions through our globaldirect sales force, original equipment manufacturers, including Dell, HP andIBM, and other channel partners. Since inception, we have shipped solutionsaggregating over 22 petabytes of enterprise class storage memory capacityto more than 1,500 end-users.Our data decentralization platform can transform legacy architectures intonext generation datacenters and allows enterprises to consolidate orsignificantly reduce complex and expensive high performance storage, highperformance networking and memory-rich servers. Our platform enablesenterprises to increase the utilization, performance and efficiency of theirdatacenter resources and extract greater value from their information assets.Many users of our platform have reported achieving greater than 10 times theapplication throughput per server through increased server utilization,resulting in reductions to ongoing facility, energy and cooling expenses.------Our principal executive offices are located at 2855 E. Cottonwood Parkway,Suite 100, Salt Lake City, Utah 84121, and our telephone number is801.424.5500. Our website is www.fusionio.com. 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