OCLARO, INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2012-12-28: Form 8-K/A; Period of report 2012-07-23; Description 2.01 Completion of Acquisition or Disposition of Assets; Details 2.01.
- 2012-12-20: Form 8-K; Period of report 2012-12-14; Description 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; Details 1.01.
- 2012-12-14: Form 8-K; Period of report 2012-12-10; Description 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events; Details 1.01.
- 2012-12-10: Form 8-K; Period of report 2012-12-10; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2012-12-28 | 8-K/A | 2012-07-23 | 2.01 Completion of Acquisition or Disposition of Assets | 2.01 On July 27, 2012, we filed a Current Report on Form 8-K (the “Report”) reporting the completion of the Merger. | d461757d8ka.htm |
| 2012-12-20 | 8-K | 2012-12-14 | 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 information set forth in Item 1.01 of this report is incorporated by reference into this Item 2.03. | d457671d8k.htm |
| 2012-12-14 | 8-K | 2012-12-10 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 3.02 On December 14, 2012, the Issuer completed the sale of $25 million of its 7.50% Exchangeable Senior Secured Second Lien Notes due 2018. 8.01 On December 11, 2012, the Company issued a press release announcing that its indirect, wholly-owned subsidiary, Oclaro Luxembourg S.A., has priced its offering of exchangeable senior secured second lien notes due 2018. | d453795d8k.htm |
| 2012-12-10 | 8-K | 2012-12-10 | 8.01 Other Events | 8.01 On December 10, 2012, Oclaro, Inc. (the “Company”) announced that the Superior Court of California in and for the County of Alameda (the “Court”) has granted preliminary approval of the previously disclosed proposed settlement of four pending putative class actions filed in that Court challenging the proposed merger between the Company, Tahoe Acquisition Sub, Inc., and Opnext, Inc. (“Opnext”) (the “Merger”): (1) Zilberberg v. | d453716d8k.htm |
| 2012-12-10 | 8-K | 2012-12-10 | 8.01 Other Events | 8.01 On December 10, 2012, Oclaro, Inc. (the “Company”) issued a press release announcing that its indirect, wholly-owned subsidiary, Oclaro Luxembourg S.A., intends to commence an offering of exchangeable senior secured second lien notes due 2018 that are exchangeable for shares of the Company’s Common Stock. | d446092d8k.htm |
| 2012-11-26 | 8-K | 2012-11-19 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 On November 26, 2012, the Company issued a press release announcing the entry into the Purchase Agreement. | d444368d8k.htm |
| 2012-11-06 | 8-K | 2012-11-05 | 2.02 Results of Operations and Financial Condition | 2.02 On November 5, 2012, Oclaro, Inc. (the “Company”) announced its financial results for the fiscal quarter ended September 29, 2012 and posted a related investor presentation on its website, www.oclaro.com. | d435844d8k.htm |
| 2012-11-05 | 8-K | 2012-11-05 | 1.01 Entry into a Material Definitive Agreement; 2.02 Results of Operations and Financial Condition; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 5.07 Submission of Matters to a Vote of Security Holders | 1.01 On August 2, 2006, Oclaro, Inc., as the “Company” or the “Parent”, along with Oclaro Technology Limited, Oclaro Photonics, Inc. and Oclaro Technology, Inc., each a wholly-owned subsidiary of the Company, entered into a credit agreement, or the “Original Credit Agreement”, with Wells Fargo Capital Finance, Inc. and certain other lenders, which Original Credit Agreement has previously been amended from time to time. 2.02 On November 5, 2012, Oclaro, Inc. announced its financial results for the fiscal quarter ended September 29, 2012. 2.03 The information set forth in Item 1.01 above with respect to the Credit Agreement and Security Agreements is incorporated herein in its entirety. 5.07 On October 30, 2012, we held our 2012 annual meeting of stockholders. | d435335d8k.htm |
| 2012-10-05 | 8-K/A | 2012-07-23 | 9.01 Financial Statements and Exhibits | 9.01 On July 27, 2012, Oclaro, Inc., a Delaware corporation (“Oclaro”), filed a Form 8-K to report under Item 2.01 thereof the consummation on July 23, 2012 of the transactions contemplated by that certain Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), dated March 26, 2012, by and among Oclaro, Tahoe Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of Oclaro (“Merger Sub”), and Opnext, Inc., a Delaware corporation (“Opnext”). | d421265d8ka.htm |
| 2012-10-05 | 8-K | 2012-10-05 | 2.02 Results of Operations and Financial Condition | 2.02 On October 5, 2012, Oclaro, Inc. (“Oclaro”) issued a press release (the “Press Release”) updating its fiscal first quarter 2013 guidance. | d421454d8k.htm |
| 2012-08-24 | 8-K | 2012-08-21 | 1.01 Entry into a Material Definitive Agreement; 3.03 Material Modification to Rights of Security Holders | 1.01 On August 21, 2012, Oclaro, Inc. (the “Company”) and Hitachi, Ltd, a corporation existing under the laws of Japan (“Hitachi”), entered into a Registration Rights Agreement (the “Agreement”) dated as of August 7, 2012. 3.03 The discussion under Item 1.01 above is incorporated herein by reference. | d402382d8k.htm |
| 2012-08-01 | 8-K | 2012-07-26 | 2.02 Results of Operations and Financial Condition; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 2.02 On July 31, 2012, Oclaro, Inc. (the “Company”) announced its financial results for the fiscal quarter and fiscal year ended June 30, 2012 and posted a related investor presentation on its website, www.oclaro.com. 5.02 Following the closing of the merger of Oclaro, Inc. (“Oclaro”) with Opnext, Inc. on July 23, 2012, Oclaro and its Chairman and Chief Executive Officer, Alain Couder, agreed upon a plan by which Mr. Couder will continue as Oclaro’s Chairman and CEO for the next two fiscal years, until June 30, 2014, when he will retire from the position of CEO. | d388986d8k.htm |
| 2012-07-31 | 8-K | 2012-07-31 | 2.02 Results of Operations and Financial Condition | 2.02 On July 31, 2012, Oclaro, Inc. (the “Company”) announced its financial results for the fiscal quarter and fiscal year ended June 30, 2012. | d388885d8k.htm |
| 2012-07-27 | 8-K | 2012-07-23 | 2.01 Completion of Acquisition or Disposition of Assets; 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; 7.01 Regulation FD Disclosure | 2.01 On July 23, 2012, the business combination of Oclaro with Opnext pursuant to the terms of the Merger Agreement was completed. 5.02 In connection with the consummation of the Merger and as contemplated by the Merger Agreement, the size of the Oclaro board of directors (the “Board”) was increased from six to ten and, on July 23, 2012, the following persons were appointed to the Board, in each case effective as of the Effective Time: Harry Bosco, David Lee, Kendall W. Cowan and William L. Smith (the “New Directors”). 5.07 On July 23, 2012, Oclaro reconvened the Special Meeting of Stockholders (the “Special Meeting”) that was originally held on July 17, 2012 and adjourned to July 23, 2012 in connection with the Merger Agreement. 7.01 On July 24, 2012, Oclaro issued a press release announcing the completion of the Merger. | d385370d8k.htm |
| 2012-07-18 | 8-K | 2012-07-17 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 On July 17, 2012, Oclaro, Inc. (“Oclaro”) held a Special Meeting of Stockholders (the “Special Meeting”) in connection with that certain Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), dated March 26, 2012, by and among Oclaro, Tahoe Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of Oclaro (“Merger Sub”), and Opnext, Inc., a Delaware corporation (“Opnext”). 8.01 On July 17, 2012, Oclaro issued a press release announcing the voting results described above. | d381739d8k.htm |
| 2012-07-09 | 8-K | 2012-07-06 | 8.01 Other Events | 8.01 On July 6, 2012, Oclaro, Inc. (“Oclaro”), Opnext, Inc. (“Opnext”), and Tahoe Acquisition Sub, Inc. (“Merger Sub”), reached an understanding to settle the previously disclosed class action lawsuit in California captioned Martin Zilberberg v. | d378860d8k.htm |
| 2012-06-14 | 8-K | 2012-06-13 | 8.01 Other Events | 8.01 Oclaro, Inc. has received net proceeds of approximately $19 million (approximately 120 million Chinese yuan) on June 13, 2012, as a result of Oclaro, Inc.’s (the “Company”) sale of its facility located in Shenzhen, China (the “Facility”) to Shenzhen Fangdao Technology Co., Ltd. The proceeds from the sale are net of related transfer taxes and transaction costs. | d367830d8k.htm |
| 2012-06-05 | 8-K | 2012-06-05 | 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 June 5, 2012, Oclaro, Inc. (the “Company”) announced the appointment of Jim Haynes to the position of President, Global Business and Terry Unter to the position of Chief Operating Officer while Yves LeMaitre will remain in his current role as Chief Commercial Officer. 8.01 Separately, Opnext announced on June 4, 2012, that the Opnext Board of Directors had reviewed an offer by a private equity firm for $1.40 per share of Opnext common stock and determined that offer to be inferior to the expected shareholder value of combining Oclaro and Opnext. | d363456d8k.htm |
| 2012-05-24 | 8-K/A | 2012-05-15 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | d358169d8ka.htm |
| 2012-05-23 | 8-K | 2012-05-15 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | d357327d8k.htm |
| 2012-04-27 | 8-K | 2012-04-26 | 2.02 Results of Operations and Financial Condition | 2.02 On April 26, 2012, Oclaro, Inc. (the “Company”) issued a press release regarding financial results for the fiscal quarter ended March 31, 2012 and provided a related investor presentation. | d344630d8k.htm |
| 2012-04-26 | 8-K | 2012-04-26 | 2.02 Results of Operations and Financial Condition | 2.02 On April 26, 2012, Oclaro, Inc. (the “Company”) announced its financial results for the fiscal quarter ended March 31, 2012 and provided a related investor presentation. | d340407d8k.htm |
| 2012-04-25 | 8-K | 2012-04-23 | 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review; 8.01 Other Events | 4.02 (a) On April 24, 2012, the Board of Directors (the “Board”) of Oclaro, Inc. (the “Company”), based on the recommendation of management and the concurrence of the Audit Committee of the Board, concluded that an error existed in the Company’s previously issued financial statements included in its Quarterly Reports on Form 10-Q for the fiscal quarters ended October 1, 2011 and December 31, 2011 (the “Quarterly Reports”). 8.01 On April 23, 2012, the Company received notification that early termination of the waiting period under the Hart-Scott-Rodino Act for the previously announced merger between the Company and Opnext, Inc. (“Opnext”) was granted by the Federal Trade Commission. | d340414d8k.htm |
| 2012-03-26 | 8-K | 2012-03-26 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 On March 26, 2012, Oclaro and Opnext issued a joint press release announcing that they have entered into the Merger Agreement. | d323580d8k.htm |
| 2012-03-21 | 8-K | 2012-03-19 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets | 1.01 On March 21, 2012, Oclaro, Inc. (the “Company”) and Venture Corporation Limited (“Venture”) announced they signed and closed a definitive agreement to transfer Oclaro’s Shenzhen, China, final assembly and test operations to Venture’s Malaysia facility in a phased and gradual transfer of products over the next three years. 2.01 The discussion under Item 1.01 above is incorporated herein by reference. | d319975d8k.htm |
| 2012-01-30 | 8-K | 2012-01-25 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | d292224d8k.htm | |
| 2012-01-26 | 8-K | 2012-01-26 | 2.02 Results of Operations and Financial Condition | 2.02 On January 26, 2012, Oclaro, Inc. (the “Company”) announced its financial results for the fiscal quarter ended December 31, 2011 and provided a related investor presentation. | d288779d8k.htm |
| 2012-01-05 | 8-K | 2012-01-04 | 2.02 Results of Operations and Financial Condition | 2.02 On January 4, 2012, Oclaro, Inc. (the “Company”) provided further details about the progress of the Company’s recovery efforts from the flooding in Thailand. | d277900d8k.htm |