Filed Pursuant to Rule 424(b)(3) and (c)
Registration No. 333-163788
PROSPECTUS SUPPLEMENT NO. 6
DATED MAY 21, 2010
TO
PROSPECTUS DATED JANUARY 15, 2010
FINISAR CORPORATION
$100,000,000
of
5.0% Convertible Senior Notes
due October 15, 2029
and
Shares of Common Stock
Issuable Upon Conversion of the Notes
This prospectus supplements the prospectus dated January 15, 2010 of Finisar Corporation
relating to the public offering and sale by the selling securityholders described below. This
prospectus supplement contains information on ownership of principal amount of notes beneficially
owned and offered and shares of our common stock issuable upon conversion of the notes. This
prospectus supplement should be read in conjunction with the prospectus, and this prospectus
supplement is qualified by reference to the prospectus, except to the extent that the information
provided by this prospectus supplement supersedes the information contained in the prospectus.
SEE RISK FACTORS BEGINNING ON PAGE 6 OF THE PROSPECTUS TO READ ABOUT FACTORS YOU SHOULD
CONSIDER BEFORE BUYING THE NOTES OR OUR COMMON STOCK.
Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved these securities or passed upon the accuracy or adequacy of this
prospectus. Any representation to the contrary is a criminal offense.
The table and related footnotes on pages 55-58 of the prospectus setting forth information
concerning the selling securityholders are amended and updated by the addition of the following
information:
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Principal Amount of Notes |
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Number of Shares of Common Stock |
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Beneficially |
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Owned and |
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Percentage of |
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Owned After |
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Offered |
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Notes |
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Beneficially |
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Offered |
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Completion of |
Selling Securityholder (1) |
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Hereby (1) |
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Outstanding |
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Owned(1)(2) |
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Hereby |
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the Offering (3) |
CSS, LLC(4) |
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1,000,000 |
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1.00 |
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93,676 |
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93,676 |
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0 |
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* |
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Less than 1% |
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(1) |
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Amounts indicated may be in excess of the total amount registered due to sales or transfers
exempt from the registration requirements of the Securities Act since the date upon which the
selling holders provided to us in the information regarding their notes. |
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(2) |
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Assumes a conversion rate of 93.6768 shares of common stock per $1,000 principal amount of
notes (equivalent to an initial conversion price of approximately $10.68 per share of common
stock) and a cash payment in lieu of any fractional share interest. However, this conversion
price will be subject to adjustment as described under Description of Notes Conversion
Rights. As a result, the number of shares of common stock issuable upon conversion of the
notes may increase or decrease in the future. This prospectus shall also cover any additional
shares of our common stock which become issuable in connection with the shares registered for
sale hereby by reason of any stock dividend, stock split, recapitalization or other similar
transaction effected without the receipt of consideration which results in an increase in the
number of outstanding shares of our common stock. |
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(3) |
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Assumes the sale of all notes and shares of common stock issuable upon conversion thereof
offered pursuant to this prospectus. |
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(4) |
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This selling securityholder is a non-public entity. Nicholas D. Schoewe and Clayton A.
Struve share voting and dispositive power over the securities that this selling securityholder
beneficially owns. This selling securityholder is a registered broker-dealer who acquired the
securities for investment purposes only, in the normal course of business. |
The date of this prospectus supplement is May 21, 2010.