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Share Name | Share Symbol | Market | Type |
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Infinera Corporation | NASDAQ:INFN | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 5.01 | 4.68 | 5.15 | 1 | 12:00:03 |
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Delaware
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77-0560433
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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Title of Securities to be Registered
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Amount
to be
Registered (1)
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Proposed
Maximum
Offering Price
Per Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Common Stock, $0.001 par value
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7,500,000 shares
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$12.02 (2)
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$90,150,000.00
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$9,078.10
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(1)
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Pursuant to Rule 416 under the Securities Act of 1933, as amended, this Registration Statement shall also cover any additional shares of the Registrant’s Common Stock that become issuable under the 2016 Equity Incentive Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration that increases the number of the Registrant’s outstanding shares of Common Stock.
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(2)
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Estimated in accordance with Rules 457(c) and 457(h) solely for the purpose of calculating the registration fee on the basis of $12.02 per share, which represents the average of the high and low prices of the Registrant’s Common Stock as reported on the NASDAQ Global Select Market on May 18, 2016.
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•
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any breach of the director’s duty of loyalty to the Registrant or the Registrant’s stockholders;
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any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;
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unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law; or
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any transaction from which the director derived an improper personal benefit.
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Exhibit No.
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Description
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4.1
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2016 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on May 17, 2016)
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5.1
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Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation
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10.1
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Form of Notice of Grant of Restricted Stock Units (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the Commission on May 17, 2016)
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10.2
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Form of Notice of Grant of Restricted Stock Units for Directors (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the Commission on May 17, 2016)
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10.3
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Form of Notice of Grant of Performance Shares (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed with the Commission on May 17, 2016)
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23.1
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Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
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23.2
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Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in Exhibit 5.1)
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24.1
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Power of Attorney (included as part of the signature page of this Registration Statement)
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INFINERA CORPORATION
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By:
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/s/ THOMAS J. FALLON
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Thomas J. Fallon
Chief Executive Officer
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Signature
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Title
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Date
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/s/ THOMAS J. FALLON
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Chief Executive Officer and Director (Principal Executive Officer)
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May 20, 2016
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Thomas J. Fallon
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/s/ DAVID F. WELCH, PH.D.
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Co-founder, President and Director
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May 20, 2016
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David F. Welch, Ph.D.
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/s/ BRAD D. FELLER
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Chief Financial Officer (Principal FInancial and Accounting Officer)
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May 20, 2016
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Brad D. Feller
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/s/ KAMBIZ Y. HOOSHMAND
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Chairman of the Board
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May 20, 2016
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Kambiz Y. Hooshmand
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/s/ JOHN P. DAANE
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Director
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May 20, 2016
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John P. Daane
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/s/ MARCEL GANI
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Director
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May 20, 2016
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Marcel Gani
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/s/ PAUL J. MILBURY
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Director
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May 20, 2016
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Paul J. Milbury
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/s/ RAJAL M. PATEL
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Director
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May 20, 2016
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Rajal M. Patel
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/s/ MARK A. WEGLEITNER
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Director
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May 20, 2016
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Mark A. Wegleitner
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Exhibit No.
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Description
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4.1
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2016 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on May 17, 2016)
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5.1
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Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation
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10.1
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Form of Notice of Grant of Restricted Stock Units (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the Commission on May 17, 2016)
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10.2
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Form of Notice of Grant of Restricted Stock Units for Directors (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the Commission on May 17, 2016)
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10.3
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Form of Notice of Grant of Performance Shares (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed with the Commission on May 17, 2016)
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23.1
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Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
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23.2
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Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in Exhibit 5.1)
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24.1
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Power of Attorney (included as part of the signature page of this Registration Statement)
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