- Current report filing (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):  December 9, 2008

 

 

	Lumera Corporation
	(Exact name of registrant as specified in its charter)
Delaware		001-32246		91-2011728
(State of Incorporation)		(Commission File Number)		(IRS Employer Identification
				Number)

 

19910 North Creek Parkway, Bothell, Washington	98011
(Address of principal executive offices)	(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

o

Written communications pursuant to Rule 425 under the Securities Act

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act

o

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

o

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

 

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Item 8.01

Other Events.

 

On December 9, 2008, Lumera Corporation, a Delaware corporation (“Lumera”), and GigOptix LLC, an Idaho limited liability company (“GigOptix”), completed their combination by merger pursuant to the Agreement and Plan of Merger, dated as of March 27, 2008, by and among GigOptix, Lumera, GigOptix, Inc. (the "Company"), Galileo Merger Sub G, LLC and Galileo Merger Sub L, Inc (the “Merger Agreement”). In accordance with the Merger Agreement, Galileo Merger Sub L, Inc. merged with and into Lumera and Galileo Merger Sub G, LLC merged with and into GigOptix. Lumera and GigOptix were the surviving corporations of the mergers and are wholly-owned subsidiaries of the Company.

 

Immediately before the completion of the merger transactions, the common stock of Lumera was registered under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). On December 9, 2008, in connection with the completion of the merger transactions, the Company’s common stock, par value $0.001 per share, is deemed registered under Section 12(g) of the Exchange Act by operation of paragraph (a) of Rule 12g-3 under the Exchange Act. As a result, the Company has succeeded to the reporting status of Lumera under the Exchange Act and Lumera hereby reports this succession in accordance with Rule 12g-3(f) under the Exchange Act.

 

ITEM 9.01.

Financial Statements and Exhibits.

 

(d)

Exhibits

99.1

Press Release issued by the Company on December 9, 2008

 

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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.

 

 

	LUMERA CORPORATION
	By:	/s/ Peter J. Biere
	Name:	Peter J. Biere
	Title:	Chief Financial Officer and Treasurer

 

Date: December 9, 2008

 

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EXHIBIT INDEX

Exhib it Number                                             Description

99.1	Press Release issued by the Company on December 9, 2008

 

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