SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 29, 2002
(Exact name of registrant as specified in its charter)
1308 Moffett Park Drive
Sunnyvale, California 94089
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code: (408) 548-1000
Item 5. Other Matters.
On May 29, 2002, Finisar Corporation and BaySpec, Inc. announced that they have mutually agreed to terminate the merger agreement providing for the acquisition of BaySpec by Finisar. Attached as an exhibit is a press release announcing the termination of the merger agreement.
Item 7. Financial Statements and Exhibits.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Contact: NE WS RELEASE
VP Finance, Chief Financial Officer
FINISAR AND BAYSPEC ANNOUNCE TERMINATION OF MERGER AGREEMENT
SUNNYVALE, Calif.(INTERNET WIRE)-May 29, 2002 Finisar Corporation (Nasdaq: FNSR), a technology leader in gigabit fiber optic solutions for high-speed computer networks, and BaySpec, Inc., an innovator in the application of volume phase gratings for combining and splitting multiple wavelengths in telecom networks, today reported that they have mutually agreed to terminate the proposed merger of BaySpec into Finisar.
Current market conditions as well as the outlook for capex spending within the telecommunications industry, make it difficult to complete the BaySpec acquisition as planned, said Jerry Rawls, Finisars President and CEO. However, we continue to view BaySpec as a fine company with innovative technology and hope to find other ways in which we can work together in the future.
This is a difficult time for telecom equipment companies. While the merger with Finisar was a good idea under different conditions, the recent degradation in the stock market and the declining outlook for telecom capital spending have made the transaction more difficult and less compelling, said William Yang, President and CEO of BaySpec. Nevertheless, we hope to find ways to do business with Finisar in the future.
Finisar Corporation (Nasdaq: FNSR) is a technology leader for fiber optic subsystems and network performance test systems. These products enable high-speed data communications for networking and storage applications over Gigabit Ethernet local area networks (LANs), Fibre Channel storage area networks (SANs), and metropolitan area networks (MANs). The Companys headquarters is in Sunnyvale, California, USA. www.finisar.com.
BaySpec, Inc., founded in 1999, designs, manufactures and markets fiber-optic components and modules for the optical networking industry. Utilizing its patented Volume Phase Grating (VPG(R)) technologies, BaySpec has developed a new generation of optical networking products that provide cost and performance benefits for enterprise, metro- and long-haul applications. These products, available in volume, include the Chromatica(R) family of WDM Mux/Demux modules, IntelliGuard(tm) Optical Channel Performance Monitors, IntelliGain(R)
BaySpec Announce Termination of Merger Agreement
IntensiGain(tm) family of small form-factor EDFAs, and CoupleX(tm) fusion fiber
SAFE HARBOR UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACTS OF 1995
The statements contained in this press release that are not purely historical are forward-looking statements within the meaning of Section 21E of the Securities and Exchange Act of 1934, as amended, including statements regarding Finisars expectations, beliefs, intentions, or strategies regarding the future. All forward-looking statements included in this press release are based upon information available to Finisar as of the date hereof, and Finisar assumes no obligation to update any such forward-looking statements. Forward-looking statements involve risks and uncertainties, which could cause actual results to differ materially from those projected. These risks include those associated with the rapidly evolving markets for Finisars products and uncertainty regarding the development of these markets; Finisars historical dependence on sales to a limited number of customers and fluctuations in the mix of customers in any period; ongoing new product development and introduction of new and enhanced products; the challenges of rapid growth followed by periods of contraction; intensive competition; and potential problems related to the assimilation and integration of the operations, technologies and products of a number of recently acquired companies and product lines. Other risks relating to Finisars business are set forth in Finisars Annual Report on Form 10-K and other interim reports as filed with the Securities and Exchange Commission.