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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 7, 2000
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FINISAR CORPORATION
(Exact name of Registrant as specified in its charter)
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<TABLE>
<S> <C> <C>
DELAWARE 3674 94-3038428
(State or other jurisdiction of (Primary Standard (I.R.S. Employer
incorporation or organization) Industrial Identification No.)
Classification Code number)
</TABLE>
1308 MOFFETT PARK DRIVE
SUNNYVALE, CALIFORNIA 94089
(408) 548-1000
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
------------------------------
JERRY S. RAWLS
CHIEF EXECUTIVE OFFICER
FINISAR CORPORATION
1308 MOFFETT PARK DRIVE
SUNNYVALE, CALIFORNIA 94089
(408) 548-1000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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PLEASE SEND COPIES OF ALL COMMUNICATIONS TO:
<TABLE>
<S> <C>
DENNIS C. SULLIVAN, ESQ. GAVIN B. GROVER, ESQ.
JOHN M. FOGG, ESQ. MATTHEW BURNS, ESQ.
JULIE L. HSU, ESQ. BRIAN H. BILLS, ESQ.
GRAY CARY WARE & FREIDENRICH LLP MORRISON & FOERSTER LLP
400 HAMILTON AVENUE 425 MARKET STREET
PALO ALTO, CALIFORNIA 94301-1825 SAN FRANCISCO, CALIFORNIA 94105
(650) 328-6561 (415) 268-7000
</TABLE>
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
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If any of the securities being registered on this form are being offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box. / /
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration number of the earlier effective
registration statement for the same offering. /X/ Registration Statement File
No. 333-32620
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. / / _________
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. / / _________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. / /
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED (1) PER SHARE PRICE (2) REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock ($0.001 value)..... 805,000 shares $100.00 $80,500,000 $21,253
</TABLE>
(1) The Company previously registered an aggregate of $988,640,625 worth of
Common Stock on a Registration Statement on Form S-1 (File No. 333-32620)
for which a filing fee of $261,002 was previously paid upon the filing of
such Registration Statement. The Registrant has instructed a bank to
transmit by wire transfer the filing fee to the Securities and Exchange
Commission, the Registrant will not revoke such instruction, and it has
sufficient funds in such account to cover the amount of the registration
fee.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE
ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO
SECTION 8(a), MAY DETERMINE.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed with the Securities and Exchange
Commission pursuant to Rule 462(b) under the Securities Act of 1933, as amended.
This Registration Statement relates to the public offering of Common Stock of
the Registrant contemplated by the Registration Statement on Form S-1, File No.
333-32620 (the "Prior Registration Statement"), and is being filed for the sole
purpose of registering additional securities of the same class and were included
in the Prior Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Sunnyvale, State of California, on
April 6, 2000.
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<S> <C> <C>
FINISAR CORPORATION
BY: /S/ JERRY S. RAWLS
-----------------------------------------
Jerry S. Rawls
PRESIDENT AND
CHIEF EXECUTIVE OFFICER
</TABLE>
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ JERRY S. RAWLS President and Chief Executive April 6, 2000
------------------------------------ Officer (PRINCIPAL EXECUTIVE
Jerry S. Rawls OFFICER)
/s/ FRANK H. LEVINSON* Chairman of the Board and Chief April 6, 2000
------------------------------------ Technical Officer
Frank H. Levinson
Vice President, Finance, Chief April 6, 2000
/s/ STEPHEN K. WORKMAN Financial Officer and Secretary
------------------------------------ (PRINCIPAL FINANCIAL AND
Stephen K. Workman ACCOUNTING OFFICER)
/s/ MICHAEL C. CHILD* Director April 6, 2000
------------------------------------
Michael C. Child
/s/ ROGER C. FERGUSON* Director April 6, 2000
------------------------------------
Roger C. Ferguson
/s/ RICHARD B. LIEB* Director April 6, 2000
------------------------------------
Richard B. Lieb
/s/ LARRY D. MITCHELL* Director April 6, 2000
------------------------------------
Larry D. Mitchell
</TABLE>
<TABLE>
<S> <C> <C> <C>
*By: /s/ JERRY S. RAWLS
---------------------------------
Jerry S. Rawls
ATTORNEY-IN-FACT
</TABLE>
(1) The Power of Attorney granted by each director was filed as an exhibit to
the Registrant's Registration Statement on Form S-1 (File No. 333-32620)
II-1
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
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<C> <S>
5.1 Opinion of Gray Cary Ware & Freidenrich LLP
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Gray Cary Ware & Freidenrich LLP (included in
Exhibit 5.1)
24.1* Power of Attorney
</TABLE>
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* Incorporated by reference to the same numbered exhibit to Registrant's
Registration Statement on Form S-1 (File No. 333-32620).
<PAGE>
EXHIBIT 5.1
[GRAY CARY WARE & FREIDENRICH LLP Letterhead]
April 6, 1999
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: FINISAR CORPORATION REGISTRATION STATEMENT ON FORM S-1
Ladies and Gentlemen:
As counsel to Finisar Corporation (the "Company"), we are rendering this
opinion in connection with a proposed sale of those certain shares of the
Company's newly-issued Common Stock as set forth in the Registration Statement
on Form S-1 filed pursuant to Rule 462(b) to which this opinion is being filed
as Exhibit 5.1 (the "Shares"). We have examined all instruments, documents and
records which we deemed relevant and necessary for the basis of our opinion
hereinafter expressed. In such examination, we have assumed the genuineness of
all signatures and the authenticity of all documents submitted to us as
originals and the conformity to the originals of all documents submitted to us
as copies.
Based on such examination, we are of the opinion that the Shares identified
in the above-referenced Registration Statement will be, upon effectiveness of
the Registration Statement and receipt by the Company of payment therefor,
validly authorized, legally issued, fully paid, and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
above-referenced Registration Statement and to the use of our name wherever it
appears in said Registration Statement, including the Prospectus constituting a
part thereof, as originally filed or as subsequently amended.
Very truly yours,
/s/ GRAY CARY WARE & FREIDENRICH LLP
GRAY CARY WARE & FREIDENRICH LLP
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EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" and to the
use of our reports dated June 25, 1999, included in the Registration Statement
(Form S-1 No. 333-32620) of Finisar Corporation that is incorporated by
reference in the Registration Statement (Form S-1) and related Prospectus of
Finisar Corporation for the registration of 805,000 shares of its common stock.
/s/ ERNST & YOUNG LLP
Palo Alto, California
April 6, 2000
