DZS INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2016-12-02: Form 8-K; Period of report 2016-11-29; Description 4.01 Changes in Registrant's Certifying Accountant; Details 4.01.
- 2016-11-23: Form 8-K/A; Period of report 2016-09-06; Description 2.01 Completion of Acquisition or Disposition of Assets; Details 2.01.
- 2016-11-18: Form 8-K; Period of report 2016-11-16; Description 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; Details 3.01.
- 2016-11-14: Form 8-K; Period of report 2016-11-08; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events; Details 5.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2016-12-02 | 8-K | 2016-11-29 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 On September 9, 2016, DASAN Zhone Solutions, Inc. (fka Zhone Technologies, Inc.), a Delaware corporation (the “Company”) consummated the previously announced acquisition of Dasan Network Solutions, Inc., a California corporation (“DNS”), through the merger of a wholly owned subsidiary of the Company with and into DNS, with DNS surviving as a wholly owned subsidiary of the Company (the “Merger”). | dzsi8-k_auditorappointment.htm |
| 2016-11-23 | 8-K/A | 2016-09-06 | 2.01 Completion of Acquisition or Disposition of Assets | 2.01 On September 9, 2016, DASAN Zhone Solutions, Inc. (the “Company”) acquired DASAN Network Solutions Inc. (“DNS”) through the consummation of the merger of a wholly owned subsidiary of the Company with and into DNS, with DNS surviving as a wholly owned subsidiary of the Company (the "Merger"). | dzsiform8-ka.htm |
| 2016-11-18 | 8-K | 2016-11-16 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 As previously reported in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 (the "Form 10-Q") filed with the Securities and Exchange Commission (the "SEC") on November 15, 2016, DASAN Zhone Solutions, Inc. (the "Company") is still in the process of engaging a new independent registered public accounting firm following the previously disclosed resignation of KPMG, LLP. | dzsiform8-krenasdaqdeficie.htm |
| 2016-11-14 | 8-K | 2016-11-08 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 On November 9, 2016, DASAN Zhone Solutions, Inc. (the “Company”) entered into a letter agreement with Eric Presworsky, the Company’s Chief Technology Officer, pursuant to which the Company agreed to pay to Mr. Presworsky a one-time cash stay bonus in the amount of $300,000 on a date to be determined by the Company but prior to March 15, 2017, subject to Mr. Presworsky’s continued employment with the Company through the date of payment. 8.01 As previously reported, on September 12, 2016, the Company received a letter from The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, because the Company did not satisfy Nasdaq’s initial listing standard requiring a minimum bid price of $4 per share (or a minimum closing price of $3 per share for five consecutive trading days or $2 per share for 90 consecutive trading days) at the closing of the acquisition of Dasan Network Solutions, Inc., the Company’s common stock would be subject to delisting unless the Company timely requested a hearing before a Nasdaq Hearings Panel (the “Panel”). | dzsiform8-krenasdaqandstay.htm |
| 2016-11-09 | 8-K | 2016-11-09 | 2.02 Results of Operations and Financial Condition | 2.02 On November 9, 2016, DASAN Zhone Solutions, Inc. issued a press release announcing its third quarter 2016 results. | dzsi-form8k11062016.htm |
| 2016-10-17 | 8-K | 2016-10-12 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 As previously disclosed, the Merger is treated as a “reverse acquisition” for accounting purposes with DASAN as the acquirer of the Company and, as such, the historical financial statements of DNS will become the historical financial statements of the Company. | form8-kchangeinauditor.htm |
| 2016-09-13 | 8-K | 2016-09-08 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders; 5.08 Shareholder Director Nominations | 3.01 On September 12, 2016, the Company received a staff delisting determination letter from the Listings Qualifications Department of The Nasdaq Stock Market LLC ("Nasdaq"), as anticipated and disclosed in the Company’s Current Report on Form 8-K filed on August 29, 2016, notifying the Company that, because the Company did not satisfy Nasdaq’s initial listing standard requiring a minimum bid price of $4 (or a minimum closing price of $3 for five consecutive trading days or $2 for 90 consecutive trading days) at the closing of the Merger, the Company’s common stock will be subject to delisting unless the Company timely requests a hearing before a Nasdaq Hearings Panel (the “Panel”). 5.02 On September 9, 2016, in connection with the Merger, Robert Dahl and Mahvash Yazdi resigned from their positions as directors of the Company, effective as of the effective time of the Merger. 5.07 On September 8, 2016, the Company held its 2016 annual meeting of stockholders. 5.08 The Company has tentatively set May 9, 2017 as the date for its 2017 annual meeting of stockholders. | form8-k.htm |
| 2016-09-12 | 8-K | 2016-09-06 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.02 Unregistered Sales of Equity Securities; 4.01 Changes in Registrant's Certifying Accountant; 5.01 Changes in Control of Registrant; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.01 In connection with the Merger and in accordance with the terms of the Merger Agreement, on September 9, 2016, the Company entered into a Stockholder Agreement with DASAN, pursuant to which DASAN has agreed, on the terms set forth therein, to vote its shares of the Company’s common stock (1) in favor of the election of each person who is nominated by the Board of Directors of the Company (the “Board”) (or a committee thereof) following the effective time of the Merger for election to the Board in accordance with the Amended and Restated Bylaws of the Company (as further described in Item 5.03 below) and (2) against the removal of any such director unless such removal is recommended by a resolution approved by the affirmative vote of at least two-thirds of the entire Board. 2.01 On September 9, 2016, the Company acquired DNS through the consummation of the Merger. 2.03 The information set forth in Item 1.01 above under the heading “Loan Agreement” is incorporated herein by reference. 3.01 On September 6, 2016, the Company received a staff deficiency letter from the Listings Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it was not in compliance with the periodic filing requirements for continued listing set forth in Rule 5250(c)(1) of the Nasdaq Marketplace Rules because its Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 filed with the SEC on August 9, 2016 had not yet been reviewed by the Company’s independent registered public accounting firm. 3.02 On September 9, 2016, the Company issued 47,465,082 shares of its common stock to DASAN as consideration in the Merger (as described in Item 2.01 above). 4.01 The Merger is treated as a “reverse acquisition” for accounting purposes with DASAN as the acquirer of the Company and, as such, the historical financial statements of DNS will become the historical financial statements of the Company. 5.01 The information set forth in Item 2.01 above, the information set forth in Item 1.01 above under the heading “Stockholder Agreement” and the information set forth in Item 5.03 below with respect to the appointment and nomination of directors designated by DASAN are incorporated herein by reference. 5.03 In addition, effective as of September 9, 2016, the Board amended the Company’s Amended and Restated Bylaws to provide that, from the closing of the Merger until the second anniversary thereof (1) the number of directors constituting the Board shall be seven and (2) subject to the failure of any director to be re-elected to the Board by the Company’s stockholders, the Board shall be composed of the four directors designated at the closing by DASAN (or a replacement approved by a majority of the remaining DASAN-designated directors (or their replacements)) and the three directors designated at the closing by the Company (or a replacement approved by a majority of the remaining Company-designated directors (or their replacements)). | form8-kmergerclosing.htm |
| 2016-08-29 | 8-K | 2016-08-26 | 8.01 Other Events | 8.01 As previously disclosed, on June 13, 2016, Zhone Technologies, Inc., a Delaware corporation (the “Company”), submitted a listing application to The Nasdaq Stock Market (“Nasdaq”) pursuant to Nasdaq Marketplace Rule 5110(a) with respect to the change of control resulting from the proposed merger (the “Merger”) contemplated by that certain Agreement and Plan of Merger, dated as of April 11, 2016, by and among the Company, Dragon Acquisition Corporation, a California corporation and wholly owned subsidiary of the Company, DASAN Networks, Inc., a company incorporated under the laws of Korea, and Dasan Network Solutions, Inc., a California corporation and wholly owned subsidiary of DASAN (the “Merger Agreement”). | zhone8-knasdaqprexclosingl.htm |
| 2016-07-28 | 8-K | 2016-07-28 | 5.08 Shareholder Director Nominations | 5.08 Zhone Technologies, Inc. (the “Company”) has tentatively set Thursday, September 8, 2016 as the date for its 2016 annual meeting of stockholders. | a8kshareholderdirectornomi.htm |
| 2016-07-21 | 8-K | 2016-07-21 | 2.02 Results of Operations and Financial Condition | 2.02 On July 21, 2016, Zhone Technologies, Inc. issued a press release announcing its second quarter 2016 results. | zhne-072120168k.htm |
| 2016-04-20 | 8-K | 2016-04-20 | 2.02 Results of Operations and Financial Condition | 2.02 On April 20, 2016, Zhone Technologies, Inc. issued a press release announcing its first quarter 2016 results. | form8-k_42016.htm |
| 2016-04-12 | 8-K | 2016-04-12 | 1.01 Entry into a Material Definitive Agreement; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 5.03 Effective as of April 11, 2016, the Board amended the Company’s Amended and Restated Bylaws, among other matters, to (i) add a new Section 10 to Article VI, Forum for Adjudication of Disputes, which provides that, unless the Company consents in writing to the selection of an alternate forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for certain specified corporate law based lawsuits involving the Company, and (ii) renumber the previous Section 10 of Article VI as Section 11 of Article VI. 8.01 Copies of the press release issued by the Company on April 12, 2016 announcing the execution of the Merger Agreement, including the investor FAQs included therein, and a presentation to investors, dated April 12, 2016, relating to the proposed Merger, are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and incorporated herein by reference. | form8-kmergeragreement.htm |
| 2016-04-05 | 8-K | 2016-04-05 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On March 31, 2016, Zhone Technologies, Inc. (the “Company”) entered into a Stock Option Cancellation Agreement (“Cancellation Agreement”) with James Norrod, the Company’s Chief Executive Officer, pursuant to which Mr. Norrod agreed to surrender and cancel 1,250,000 stock options to purchase shares of the Company’s common stock previously granted to him on July 21, 2014. | form8-k040516.htm |
| 2016-02-23 | 8-K | 2016-02-23 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 Entry into a Material Definitive Agreement. 2.03 The disclosure required by this item is included in Item 1.01 and is incorporated herein by reference. | form8-k.htm |
| 2016-02-03 | 8-K | 2016-02-03 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On January 31, 2016, Morteza Ejabat resigned from his position as a director and as Executive Chairman of Zhone Technologies, Inc., or Zhone, effective immediately. | zhne-1_31x16x8kboardchange.htm |
| 2016-01-26 | 8-K | 2016-01-26 | 2.02 Results of Operations and Financial Condition | 2.02 On January 26, 2016, Zhone Technologies, Inc. issued a press release announcing its fourth quarter 2015 results. | zhne-x1262016x8k.htm |