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):
March 23, 2007
Finisar Corporation
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation)
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000-27999
(Commission File No.)
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94-3038428
(I.R.S. Employer
Identification No.) |
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)) |
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement.
On March 23, 2007, Finisar Corporation (“Finisar”) entered into a definitive agreement (the
“Agreement”) under which it agreed to acquire all of the equity interests in AZNA LLC (“AZNA”), a
privately-held developer of photonic components and subsystems based
in Wilmington, Massachusetts. The
acquisition was completed on March 26, 2007. Finisar acquired all of the equity interests of AZNA
for initial consideration of $2.7 million in cash and two convertible promissory notes in the
approximate principal amount of $15.6 million and $1.4 million that will be payable, at Finisar’s option, in
cash or in shares of Finisar common stock, with the value of such shares to be based on the trading
price of the stock at the time the shares are registered for re-sale pursuant to the Securities Act
of 1933, as amended (the “Act”) (or in the case of the smaller note, when escrow conditions are
satisfied). The exact number of shares of Finisar common stock to be issued pursuant to the
convertible promissory notes is dependent on the trading price of Finisar’s common stock on the
dates of conversion of the notes, but shall not exceed in the
aggregate 9.99% of either the total shares outstanding or voting
power outstanding of Finisar as of the date of the notes. The registration of the shares of Finisar common stock
underlying the convertible promissory notes will take place only after Finisar has become current
in its reporting obligations under the Securities Exchange Act of 1934 and is eligible to file the
required registration statement. Finisar will be obligated to repay the notes in cash if the
registration of the underlying shares is delayed more than 12 months after the closing. An
additional amount of up to $1.8 million in cash may be paid to certain holders of AZNA’s non-voting
equity interests if certain conditions are met during the one year period after the closing.
Finisar also assumed a line of credit totaling $1.5 million at the time of the closing. A copy of
the Agreement is attached hereto as Exhibit 10.36 and copies of the convertible promissory notes
are attached hereto as Exhibits 10.37 and 10.38. The description of the terms of the acquisition
is qualified by reference to the agreements attached hereto as Exhibits 10.36, 10.37 and 10.38. A
copy of the press release announcing the agreement to acquire AZNA is attached hereto as Exhibit 99.1.
Item 3.02 Unregistered Sales of Equity Securities.
Reference is made to the transaction described in Item 1.01 above. The issuance of the
promissory notes was not registered under the Act in reliance on the exemption from registration
provided by Section 4(2) and Regulation D promulgated under the Act. The issuance of the shares of
Finisar common stock that are potentially issuable upon conversion of the notes has not been
registered under the Act in reliance on the exemption from registration provided by Section 3(a)(9)
of the Act. As noted in Item 1.01, if Finisar elects to repay the notes in shares of Finisar
common stock, the re-sale of such shares will be registered under the Act.
Item 8.01 Other Events.
On March 15, 2007, Finisar entered into a definitive agreement to acquire Kodeos Communications, Inc. (“Kodeos”), a privately-held developer
of 10 Gb/s optical transponders based in South Plainfield, New Jersey, for initial consideration of approximately $7.0 million in cash.
Finisar may be required to pay additional consideration of up to $2.5 million in cash to certain
holders of equity interests contingent on the achievement of certain financial and technical
milestones. In addition, Finisar may pay up to $1.0 million to current Kodeos employees for
achievement of certain milestones. The acquisition is expected to close on or about April 5, 2007.
A copy of the press release announcing the agreement to acquire Kodeos is attached hereto as
Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit No. |
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Description |
10.36
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Purchase Agreement dated as of March 23, 2007 among Finisar
Corporation, AZNA LLC, Parviz Tayebati, the Common Unitholders and
Optionholders of AZNA LLC set forth on Schedule I attached
thereto, and Parviz Tayebati, as the Sellers’ Representative. |
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10.37
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Convertible promissory note dated March 26, 2007 issued by
Finisar Corporation to Parviz Tayebati in the principal amount
of $15.593 million. |