UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Rule 13e-4)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
FINISAR CORPORATION
(Name of Subject Company (Issuer) and Filing Person (Offeror))
Options to Purchase Shares of Common Stock, par value $0.001 per share
(Title of Class of Securities)
31787A101
(CUSIP Number of Class of Securities)
(Underlying Common Stock)
Stephen K. Workman
Senior Vice President, Finance,
Chief Financial Officer and Secretary
Finisar Corporation
1389 Moffett Park Drive
Sunnyvale, California 94089
(408) 548-1000
(Name, address and telephone number of person authorized to receive notices and
communications on behalf of filing person)
Copy to:
Zaitun Poonja, Esq.
Jill Mather Bartow, Esq.
Morgan, Lewis, & Bockius LLP
Two Palo Alto Square
Palo Alto, California 94306
(650) 843-4000
CALCULATION OF FILING FEE
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Transaction valuation* |
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Amount of filing fee** |
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$3,800,349.42 |
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$116.67*** |
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* |
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The transaction valuation set forth above is based on the Black-Scholes option valuation
model, and assumes that all outstanding options eligible for tender covering an aggregate of
14,286,705 shares of common stock of Finisar Corporation will be replaced pursuant to this
offer, which may not occur. |
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** |
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The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities
Exchange Act of 1934, as amended, as modified by Fee Advisory No. 5 for fiscal year 2007,
equals $30.70 per $1,000,000 of transaction valuation. The transaction valuation set forth
above was calculated for the sole purpose of determining the filing fee, and should not be
used or relied upon for any other purpose. |
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*** |
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Previously paid. |
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o |
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Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the
filing with which the offsetting fee was previously paid. Identify the previous filing
by registration statement number, or the Form or Schedule and the date of its filing. |
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Amount Previously Paid: |
Not applicable. |
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Form or Registration No.: |
Not applicable. |
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Filing party: |
Not applicable. |
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Date filed: |
Not applicable. |
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o |
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Check the box if the filing relates solely to preliminary communications made before the
commencement of a tender offer. |
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Check the appropriate boxes below to designate any transactions to which the statement relates: |
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third party tender offer subject to Rule 14d-1. |
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x |
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issuer tender offer subject to Rule 13e-4. |
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going-private transaction subject to Rule 13e-3. |
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amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender
offer. x
Introductory Statement
This Amendment No. 2 (this Amendment) amends and supplements the Tender Offer Statement
on Schedule TO (the Schedule TO) that Finisar Corporation filed with the Securities and
Exchange Commission (the SEC) on December 17, 2007 as subsequently amended by Amendment
No. 1 filed with the SEC on December 18, 2007, is the final amendment relating to the Offer to
Replace Eligible Options (the Offer). The purpose of this Amendment is to report the
results of the Offer.
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ITEM 4. |
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TERMS OF THE TRANSACTION |
Item 4(a) of the Schedule TO is hereby amended and supplemented to add the following:
The Offer expired at 9:00 p.m. Pacific Standard Time on January 18, 2008. Pursuant to the Offer,
Finisar Corporation has replaced outstanding Eligible Options covering 14,196,005 shares of Finisar
common stock with New Options. Each New Option has a new grant date and an exercise price per
share equal to the lower of (a) the fair market value per share of Finisar common stock on the
revised measurement date determined for the Eligible Option for financial accounting purposes and
(b) $1.56, the closing selling price per share of Finisar common stock on the January 18, 2008
expiration date of the Offer. In addition, the participants whose Eligible Options have been so
replaced have received restricted stock units covering 301,197 shares of Finisar common stock
in the aggregate to compensate them for the higher exercise prices per share in effect for their
New Options.
However, to the extent one or more tendered Eligible Options had exercise prices per share at or
above the closing selling price per share of Finisar common stock on the expiration date of the
Offer, each such Eligible Option was canceled and immediately replaced with a New Option that is
the same as the canceled option, including the same exercise price per share and no change to the
expiration date, but with a new grant date.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set
forth in this Amendment No. 2 to the Schedule TO is true, complete and correct.
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FINISAR CORPORATION
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By: |
/s/
Stephen K. Workman |
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Stephen K. Workman |
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Senior Vice President, Finance,
Chief Financial Officer and Secretary |
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Date: January 22, 2008 |
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