FINISAR CORP Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2019-09-24: Form 8-K; Period of report 2019-09-24; Description 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events; Details 1.01.
- 2019-09-20: Form 8-K; Period of report 2019-09-20; Description 8.01 Other Events; Details 8.01.
- 2019-09-04: Form 8-K; Period of report 2019-09-04; Description 2.02 Results of Operations and Financial Condition; 8.01 Other Events; Details 2.02.
- 2019-08-05: Form 8-K; Period of report 2019-08-03; 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 |
|---|---|---|---|---|---|
| 2019-09-24 | 8-K | 2019-09-24 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 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. 2.01 On the Closing Date, II-VI completed its acquisition of the Company through the consummation of the Merger. 3.01 In connection with the consummation of the Merger, the Company notified The Nasdaq Stock Market LLC (“Nasdaq”) that the Merger had been completed and requested that trading of the Company Common Stock on the Nasdaq Global Select Market be suspended prior to the opening of trading on September 24, 2019. 3.03 The disclosures set forth in Items 2.01, 3.01 and 5.03 are incorporated herein by reference. 5.01 As a result of the Merger, a change of control of the Company occurred, and the Company became a wholly owned subsidiary of II-VI. 5.02 In connection with the consummation of the Merger and pursuant to the terms of the Merger Agreement, all of the members of the Board of Directors of the Company immediately prior to the Effective Time ceased to be directors of the Company at the Effective Time. 5.03 Pursuant to the terms of the Merger Agreement, at the Effective Time, the Restated Certificate of Incorporation, as amended, of the Company was amended and restated to read in its entirety as set forth in Exhibit 3.1 to this Current Report on Form 8-K, and the Amended and Restated Bylaws, as amended, of the Company were amended to read in their entirety as set forth in Exhibit 3.2 to this Current Report on Form 8-K. The Second Amended and Restated Certificate of Incorporation and Second Amended and Restated Bylaws of the Company attached hereto as Exhibits 3.1 and 3.2, respectively, are incorporated herein by reference. 8.01 On the Closing Date, II-VI and the Company issued a joint press release announcing the consummation of the Merger. | d761174d8k.htm |
| 2019-09-20 | 8-K | 2019-09-20 | 8.01 Other Events | 8.01 As previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission by Finisar Corporation, a Delaware corporation (the “Company”), on November 9, 2018, the Company, II-VI Incorporated, a Pennsylvania corporation (“Parent”) and Mutation Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Subsidiary”), entered into an Agreement and Plan of Merger, dated November 8, 2018 (the “Merger Agreement”), pursuant to which, among other things, Merger Subsidiary will be merged with and into the Company with the Company surviving as a wholly owned subsidiary of Parent (the “Merger”). | d722037d8k.htm |
| 2019-09-04 | 8-K | 2019-09-04 | 2.02 Results of Operations and Financial Condition; 8.01 Other Events | 2.02 On September 4, 2019, Finisar Corporation issued a press release announcing its financial results for the first quarter of fiscal 2020, ended July 28, 2019. 8.01 The information set forth under Item 2.02 of this Current Report on Form 8-K is incorporated herein by reference. | f8k_090419.htm |
| 2019-08-05 | 8-K | 2019-08-03 | 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 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. 8.01 On August 5, 2019, the Company issued a press release announcing the matters described in Item 5.02 above. | a19-16608_18k.htm |
| 2019-07-26 | 8-K | 2019-07-25 | 8.01 Other Events | 8.01 On July 25, 2019, II-VI Incorporated (“II-VI”) and Finisar Corporation (“Finisar”) issued a joint press release in connection with II-VI’s pending acquisition of Finisar (the “Merger”), announcing the results of the elections made by holders of Finisar’s common stock and holders of certain restricted stock units issued by Finisar regarding the form of merger consideration they wish to receive in the Merger. | a19-13325_18k.htm |
| 2019-07-08 | 8-K | 2019-07-05 | 8.01 Other Events | 8.01 On July 5, 2019, II-VI Incorporated (“II-VI”) and Finisar Corporation (“Finisar”) issued a joint press release in connection with II-VI’s pending acquisition of Finisar (the “Merger”), announcing the deadline for Finisar stockholders to elect the form of merger consideration they wish to receive in the Merger, subject to proration, is 5:00 p.m., New York time, on July 15, 2019. | a19-12522_18k.htm |
| 2019-06-13 | 8-K | 2019-06-13 | 2.02 Results of Operations and Financial Condition; 8.01 Other Events | 2.02 On June 13, 2019, Finisar Corporation issued a press release announcing its financial results for the fourth quarter and full fiscal year, ended April 28, 2019. 8.01 The information set forth under Item 2.02 of this Current Report on Form 8-K is incorporated herein by reference. | f8k_061319.htm |
| 2019-05-10 | 8-K | 2019-05-03 | 8.01 Other Events | 8.01 On May 3, 2019, the United States District Court for the Northern District of California entered an Order Preliminarily Approving the Stipulation of Settlement and Notice of Proposed Settlement in Kenney, derivatively on behalf of Finisar Corp. v. | a19-9684_18k.htm |
| 2019-03-26 | 8-K | 2019-03-26 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On March 26, 2019, Finisar Corporation, a Delaware corporation (“Finisar” or the “Company”), held a special meeting of the Company’s stockholders in Menlo Park, California (the “Finisar Special Meeting”). | a19-7256_18k.htm |
| 2019-02-28 | 8-K | 2019-02-28 | 2.02 Results of Operations and Financial Condition; 8.01 Other Events | 2.02 On February 28, 2019, Finisar Corporation issued a press release announcing its financial results for the third fiscal quarter of 2019, ended January 27, 2019. 8.01 The information set forth under Item 2.02 of this Current Report on Form 8-K is incorporated herein by reference. | f8k_022819.htm |