Current Report Filing (8-k)

FINISAR CORP NASDAQ false 0001094739 0001094739 2019-09-20 2019-09-20

 

 

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): September 20, 2019

 

Finisar Corporation

(Exact Name of Registrant as Specified in Charter)

 

Delaware		000-27999		94-3038428
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1389 Moffett Park Drive, Sunnyvale, California 94089

(Address of Principal Executive Offices and Zip Code)

Registrant’s telephone number, including area code: [phone]

 

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:

☐	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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 Par Value		FNSR		The Nasdaq Stock Market LLC ( Nasdaq Global Select Market )

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

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Item 8.01.

Other Events.

As previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission by Finisar Corporation, a Delaware corporation (the “Company”), on November 9, 2018, the Company, II-VI Incorporated, a Pennsylvania corporation (“Parent”) and Mutation Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Subsidiary”), entered into an Agreement and Plan of Merger, dated November 8, 2018 (the “Merger Agreement”), pursuant to which, among other things, Merger Subsidiary will be merged with and into the Company with the Company surviving as a wholly owned subsidiary of Parent (the “Merger”).

On September 20, 2019, the Company and Parent issued a joint press release to announce that Parent obtained antitrust clearance from the State Administration for Market Regulation of the People’s Republic of China for Parent’s acquisition of the Company, which is the last regulatory approval required in connection with the Merger.

A copy of the joint press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number				Description
	99.1			Joint Press Release, dated September 20, 2019
	104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURES

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

				FINISAR CORPORATION
Date: September 20, 2019				By:		/s/ Chris Brown
				Name:		Chris Brown
				Title:		Executive Vice President and Chief Counsel