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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):
December 3, 2008
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
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(Commission File No.)
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(I.R.S. Employer Identification |
incorporation)
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No.) |
1389 Moffett Park Drive
Sunnyvale, CA 94089
(Address of principal executive offices)
Registrants 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)) |
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Item 5.02 |
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Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers |
Executive Officer Compensation
On December 3, 2008, the Compensation Committee of the Board of Directors (the Compensation
Committee) of Finisar Corporation (the Company) approved the following base salaries for four
executive officers for whom compensation information was provided in the Companys joint proxy
statement/prospectus dated July 31, 2008 and Eitan Gertel, who joined the Company as Chief
Executive Officer following the Companys combination with Optium Corporation which was consummated
on August 29, 2008. For purposes of this report, these individuals are referred to as the named
executive officers. The Compensation Committee had previously deferred decisions regarding
executive officer compensation arrangements for fiscal 2009 until after the completion of the
merger. The new base salaries are effective as of July 15, 2008, the effective date of annual
salary adjustments for the Companys non-officer employees.
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Base Salary |
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Effective July 15, 2008 |
Jerry S. Rawls
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Chairman of the Board
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444,000 |
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Eitan Gertel
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Chief Executive Officer
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$ |
444,000 |
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Joseph A. Young
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Senior Vice President,
Operations and Engineering
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355,000 |
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David Buse
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Senior Vice President and
General Manager, Network
Tools Division
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303,000 |
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Stephen K. Workman
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Senior Vice President,
Finance, and Chief
Financial Officer
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272,000 |
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On the same date, the Compensation Committee approved target bonus levels for fiscal 2009 for
each of the named executive officers equal to 100% of their base salary. The actual bonuses
payable to the named executive officers other than Messrs. Rawls and Gertel will be based (i) 70%
on the achievement of goals to be established by the Committee related to the Companys cash
position at the end of the 2009 fiscal year and (ii) 30% on the achievement of individual goals and
objectives established by the Chairman and the Chief Executive Officer. Bonuses payable to Messrs.
Rawls and Gertel will be based (i) 70% on such cash goals and (ii) 30% on such other considerations
as the Committee, in its discretion, shall determine. Bonuses that become payable to the named
executive officers will be payable in cash, or in restricted stock units (RSUs) that will vest
quarterly over the 2010 fiscal year, or in a combination of cash and RSUs, at the discretion of the
Committee.
Option Grants to Executive Officers
In
connection with its annual review of executive officer compensation,
the Compensation Committee on December 3, 2008 also approved grants of options to purchase
shares of the Companys common stock to each of the following named executive officers:
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Name |
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Title |
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No. of Shares |
Jerry S. Rawls
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Chairman of the Board
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306,207 |
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Eitan Gertel
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Chief Executive Officer
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306,207 |
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Joseph A. Young
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Senior Vice President, Operations and Engineering
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244,828 |
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David Buse
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Senior Vice President and General Manager, Network Tools
Division
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208,966 |
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Stephen K. Workman
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Senior Vice President, Finance, and Chief Financial Officer
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187,586 |
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Each option was granted effective December 12, 2008, the third trading day following the
Companys public announcement of preliminary financial results for its fiscal quarter ended
November 2, 2008, and has an exercise price equal to the closing per share sale price of the
Companys common stock on December 12, 2008, as quoted on the Nasdaq Global Select Market. Each
option will vest and become exercisable, subject to the optionees continued employment with the
Company, to the extent of 25% of the shares subject to the option on the eight-month anniversary of
the effective date of grant, and an additional 6.25% of such shares on each of the next
12 quarterly anniversaries of the initial vesting date. The options will expire on December 12,
2018. Each option was granted pursuant to the Companys 2005 Stock Incentive Plan and the standard
form of option agreement used for the grant of options under such plan.
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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.
Date: December 9, 2008
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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, and
Chief Financial Officer |
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