OCLARO, INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2018-12-10: Form 8-K; Period of report 2018-12-10; Description 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; Details 2.01.
- 2018-12-06: Form 8-K; Period of report 2018-12-06; Description 8.01 Other Events; Details 8.01.
- 2018-11-08: Form 8-K; Period of report 2018-11-08; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
- 2018-08-13: Form 8-K; Period of report 2018-08-13; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2018-12-10 | 8-K | 2018-12-10 | 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 | 2.01 On December 10, 2018, the Merger was completed. 3.01 In connection with the completion of the Merger on December 10, 2018, Oclaro notified the Nasdaq Global Select Market (“NASDAQ”) of the effectiveness of the Merger and requested (i) that trading of Oclaro common stock on NASDAQ be suspended after the close of trading on December 10, 2018 and (ii) that NASDAQ file with the Securities Exchange Commission (“SEC”) an application on Form 25 to delist and deregister Oclaro common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 3.03 The information in Item 2.01 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference. 5.01 The information in Items 2.01 and 3.03 of this Current Report on Form 8-K is incorporated into this Item 5.01 by reference. 5.02 Pursuant to the terms of the Merger Agreement, as of the Effective Time on December 10, 2018, the directors and officers of Oclaro ceased serving in such capacities and the directors and officers of Merger Sub immediately prior to the Effective Time became the directors and officers, respectively, of Oclaro, as the surviving corporation in the Merger. 5.03 Pursuant to the terms of the Merger Agreement, as of the Effective Time on December 10, 2018, the certificate of incorporation and bylaws of Oclaro were amended and restated to read in their entirety as set forth in Exhibits 3.1 and 3.2 hereto, respectively, which are incorporated into this Item 5.03 by reference. | d672294d8k.htm |
| 2018-12-06 | 8-K | 2018-12-06 | 8.01 Other Events | 8.01 On December 6, 2018, Lumentum Holdings Inc. (“Lumentum”) announced that it has obtained antitrust clearance from the People’s Republic of China’s State Administration for Market Regulation (“SAMR”) in connection with Lumentum’s previously announced acquisition of Oclaro, Inc. (“Oclaro”). | d669376d8k.htm |
| 2018-11-08 | 8-K | 2018-11-08 | 2.02 Results of Operations and Financial Condition | 2.02 On November 8, 2018, Oclaro, Inc. (“Oclaro” or the “Company”) issued a press release announcing its operating and financial results for the quarter ended September 29, 2018. | oclrform8-kq1x19epr.htm |
| 2018-08-13 | 8-K | 2018-08-13 | 2.02 Results of Operations and Financial Condition | 2.02 On August 13, 2018, Oclaro, Inc. (“Oclaro” or the “Company”) issued a press release announcing its operating and financial results for the quarter ended June 30, 2018. | oclrform8-kq4x18epr.htm |
| 2018-07-10 | 8-K | 2018-07-10 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 On July 10, 2018, Oclaro, Inc. (“Oclaro”) convened a Special Meeting of Stockholders (the “Special Meeting”). 8.01 On July 10, 2018, Oclaro issued a press release announcing the results of the Special Meeting. | d583192d8k.htm |
| 2018-06-29 | 8-K | 2018-06-29 | 8.01 Other Events | 8.01 Oclaro, Inc. (“Oclaro”) is making the following supplemental disclosures to the definitive proxy statement/prospectus on Schedule 14A (the “Proxy Statement/Prospectus”) filed with the U.S. Securities and Exchange Commission (the “SEC”) by Oclaro on June 1, 2018, to provide additional information concerning certain litigation relating to the Agreement and Plan of Merger, dated as of March 11, 2018 (the “Merger Agreement”), by and among Oclaro, Lumentum Holdings Inc. (“Lumentum”) and Prota Merger Sub, Inc. (“Merger Sub”). | d423550d8k.htm |
| 2018-05-08 | 8-K | 2018-05-08 | 2.02 Results of Operations and Financial Condition | 2.02 On May 8, 2018, Oclaro, Inc. (“Oclaro” or the “Company”) issued a press release announcing its operating and financial results for the quarter ended March 31, 2018. | oclrform8-kq3x18epr.htm |
| 2018-04-05 | 8-K | 2018-04-04 | 8.01 Other Events | 8.01 On April 4, 2018, the U.S. Federal Trade Commission granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, with respect to the proposed acquisition of Oclaro, Inc. (“Oclaro”) by Lumentum Holdings Inc. pursuant to that certain Agreement and Plan of Merger, dated March 11, 2018 (the “Merger Agreement”). | a18-8062_78k.htm |
| 2018-03-12 | 8-K | 2018-03-11 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 5.02 On March 11, 2018, Oclaro’s Compensation Committee of the Board of Directors approved a one-time cash bonus of $60,000 to David Teichmann, Oclaro’s Executive Vice President, General Counsel and Corporate Secretary, payable on the next regularly scheduled payroll date, in recognition of his extraordinary efforts to further Oclaro’s strategic projects. 8.01 On March 12, 2018, Lumentum and Oclaro issued a joint press release announcing the entry into the Merger Agreement, a copy of which is attached as Exhibit 99.1 and is incorporated herein by reference. | a18-8056_18k.htm |
| 2018-02-12 | 8-K | 2018-02-07 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 (c) On February 7, 2018, Oclaro, Inc. (the “Company”) appointed Yves LeMaitre, the Company’s President, Optical Connectivity, to serve as the Company’s Chief Strategy Officer, effective February 8, 2018. | oclaro8-kwjankovicylemaitre.htm |
| 2018-02-06 | 8-K | 2018-02-05 | 7.01 Regulation FD Disclosure | 7.01 On February 5, 2018, Oclaro, Inc. (“Oclaro” or the “Company”) disclosed its projected GAAP and non-GAAP income tax provisions in teleconferences with certain analysts. | oclaro8-kq218postearnings.htm |
| 2018-02-05 | 8-K | 2018-02-05 | 2.02 Results of Operations and Financial Condition | 2.02 On February 5, 2018, Oclaro, Inc. (“Oclaro” or the “Company”) issued a press release announcing its operating and financial results for the quarter ended December 30, 2017, and intends to discuss the financial results announced in the press release during a related conference call to be held on February 5, 2018. | oclrform8-kq2x18epr.htm |