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): August 3, 2019

 

Finisar Corporation

(Exact Name of Registrant as Specified in Charter)

 

Delaware

 

000-27999

 

94-3038428

(State or Other Jurisdiction
of Incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

1389 Moffett Park Drive, Sunnyvale, California 94089

(Address of Principal Executive Offices and Zip Code)

 

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:

 

o                    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o                    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o                    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o                    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common Stock, $0.001 Par Value

 

FNSR

 

The Nasdaq Stock Market LLC
(Nasdaq Global Select Market)

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

 

 

 


 

Item 5.02.                                        Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(b) Departure of Directors or Certain Officers

 

On August 3, 2019, the Board of Directors of Finisar Corporation (the “Company”) accepted Michael Hurlston’s resignation as the Chief Executive Officer of the Company and as a member of the Board of Directors of the Company, effective immediately.

 

(c) Appointment of Certain Officers

 

Effective August 3, 2019, Todd Swanson, the Company’s Chief Operating Officer, and Joseph Young, the Company’s Executive Vice President of Global Operations, have been both appointed to a newly formed Interim Office of the Chief Executive.  In connection with the appointment of Mr. Swanson and Mr. Young, each will be eligible for a bonus of $250,000 upon the closing of the pending acquisition of the Company by II-VI Incorporated, subject to their respective continued employment with the Company through the closing date of such acquisition.

 

Item 8.01.                                        Other Events.

 

On August 5, 2019, the Company issued a press release announcing the matters described in Item 5.02 above.  A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

 

Item 9.01.                                         Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit
Number

 

Description

 

 

 

99.1

 

Press Release, dated August 5, 2019

 

2


 

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.

 

 

 

 

FINISAR CORPORATION

 

 

 

 

 

 

 

 

 

 

Date:

August 5, 2019

By:

/s/ Christopher E. Brown

 

 

Name: Christopher E. Brown

 

 

Title: Executive Vice President and Chief Counsel

 

3


Exhibit 99.1

 

 

Finisar Announces Departure of Chief Executive Officer

 

SUNNYVALE, Calif.—August 5, 2019—Finisar Corporation (NASDAQ: FNSR), a global technology leader for subsystems and components for fiber optic communications, today announced that its Chief Executive Officer, Michael Hurlston, has informed the Board of Directors of his intention to resign his position with the company to pursue another opportunity. The Board of Directors has accepted Mr. Hurlston’s resignation and it will be effective immediately. Mr. Hurlston was not expected to remain with the company following the completion of the pending acquisition of Finisar by II-VI Incorporated.

 

The Board of Directors has appointed Chief Operating Officer Todd Swanson and Executive Vice President of Global Operations Joseph Young, to a newly formed Interim Office of the Chief Executive.

 

“Todd and Joe have each been with the company for well over a decade and have been critical to growth and development of Finisar into the leading company it is today,” stated Robert Stephens, Chairman of the Board of Finisar. “We have confidence in their leadership as they guide the company toward completion of the II-VI acquisition while continuing to build on Finisar’s strong product portfolio.”

 

Finisar’s acquisition by II-VI remains under review by the State Administration for Market Regulation of the People’s Republic of China (“SAMR”).  SAMR’s review of the transaction is currently in Phase III, which ends on August 17, 2019.  Finisar will make a subsequent announcement either when SAMR approves the transaction, or if Phase III expires and II-VI re-files its clearance application in order to provide additional time for SAMR to review the transaction.

 

ABOUT FINISAR

 

Finisar Corporation (NASDAQ: FNSR) is a global technology leader in optical communications, providing components and subsystems to networking equipment manufacturers, data center operators, telecom service providers, consumer electronics and automotive companies.  Founded in 1988, Finisar designs products that meet the increasing demands for network bandwidth, data storage and 3D sensing subsystems. The company is headquartered in Sunnyvale, California, USA with R&D, manufacturing sites, and sales offices worldwide. Visit our website at www.finisar.com.

 

Investor Contact:

Kurt Adzema

Chief Financial Officer

408-542-5050

Investor.relations@finisar.com