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):
January 13, 2011
Finisar Corporation
(Exact name of registrant as specified in its charter)
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| Delaware
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000-27999
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94-3038428 |
(State or other jurisdiction of
incorporation)
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(Commission File No.)
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(I.R.S. Employer Identification
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1389 Moffett Park Drive
Sunnyvale, CA 94089
(Address of principal executive offices)
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 (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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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)) |
Item 3.02 Unregistered Sale of Equity Securities.
On January 13, 2011, Finisar Corporation (the “Company”) entered into a privately-negotiated
agreement with an existing holder of the Company’s 5% Convertible Senior Notes due 2029 (the
“Notes”) to exchange approximately $25.2 million principal amount of the Notes, plus accrued and
unpaid interest on such Notes to January 19, 2011, for approximately 2.36 million shares of the
Company’s common stock, based on the conversion price of the
Notes (approximately $10.68 per share), plus
approximately 110,000 additional shares. The exact number of such additional shares will be
determined in accordance with a formula based upon the closing price of the common stock on the
Nasdaq Global Select Market on January 14, 2011. Following the exchange, approximately $74.8
million aggregate principal amount of the Notes will remain outstanding.
The shares of common stock to be issued in the exchange transaction will not be registered
under the Securities Act of 1933, as amended (the “Act”). The Company will issue the shares in a
transaction exempt from the registration requirements of the Act pursuant to the provisions of
Section 3(a)(9) of the Act, as securities exchanged by the issuer solely with an existing security
holder. No commission or other remuneration was paid or given, directly or indirectly, for
soliciting the exchange. The shares of common stock to be issued in the exchange transaction, upon
such issuance, will be unrestricted securities.
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