Current Report Filing (8-k)
September 20 2019 - 9:06AM
Edgar (US Regulatory)
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)
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Delaware
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000-27999
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94-3038428
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1389 Moffett Park Drive, Sunnyvale, California 94089
(Address of Principal Executive Offices and Zip Code)
Registrant’s telephone number, including area code: (408) 548-1000
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:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common Stock, $0.001 Par Value
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FNSR
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The Nasdaq Stock Market LLC ( Nasdaq Global Select Market )
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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. ☐
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.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
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.
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FINISAR CORPORATION
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Date: September 20, 2019
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By:
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/s/ Chris Brown
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Name:
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Chris Brown
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Title:
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Executive Vice President and Chief Counsel
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