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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 17, 2000
FINISAR CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware 000-27999 94-3038428
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
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1308 Moffett Park Drive
Sunnyvale, California 94089
(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code: (408) 548-1000
Not Applicable
(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On October 17, 2000, we completed the acquisition of Sensors Unlimited,
Inc. through the merger of Sensors with and into Gemstone Acquisition Corp., a
wholly-owned subsidiary. Sensors is a leading supplier of optical components
that monitor the performance of dense wavelength division multiplexing networks.
Sensors' technology enables telecommunications companies to optimize the use of
existing bandwidth in fiber optic networks.
Pursuant to the merger, we issued 18,962,141 shares of our common stock in
exchange for the outstanding shares of Sensors common stock. In addition, we
assumed options to purchase Sensors common stock and have reserved 381,417
shares of our common stock for issuance upon the exercise of the assumed
options. The Sensor options converted into Finisar options vested to the extent
of the greater of (i) 25% of the total number of shares subject to the option or
(ii) the vested percentage of the Sensors option at the closing of the merger,
up to a maximum of 50% of the total number of shares subject to the option. The
remainder will vest in three approximately equal annual installments on each of
the first three anniversaries of the date of closing of the merger, subject to
the optionholder's continued service with Finisar or a subsidiary.
At the closing of the merger, certificates representing 9,481,032 shares of
our common stock, or one-half of the shares issued pursuant to the merger, were
deposited into an escrow with U.S. Bank Trust, National Association. One-third
of the shares deposited in escrow will be released on each of the first three
anniversaries of October 17, 2000, the closing date, subject to the achievement
of certain development milestones. If the milestones are not achieved, the
escrow shares will be cancelled and returned to the status of authorized but
unissued shares. Further, one-third of the escrow shares that would otherwise be
delivered to the principal shareholders of Sensors on the third anniversary of
the closing of the merger will be subject to claims for indemnification by
Finisar under the reorganization agreement and the procedures specified in the
escrow agreement. Those shares will remain in escrow until all pending claims
for indemnification have been resolved.
In addition to the merger consideration paid to the Sensors shareholders at
the closing, on each of the first three anniversaries of the closing of the
merger, Finisar will issue and deliver to the former shareholders of Sensors, on
a pro rata basis, additional shares of Finisar common stock (valued on the basis
of the average closing trading price per share of such stock on the Nasdaq
National Market for the ten (10) trading days preceding the applicable payment
date). These shares of Finisar common stock will be distributed as follows:
- If on the first anniversary of the closing of the merger, at least 75% of
the key management and technical employees originally employed by Sensors,
or equivalent replacement employees, are then employed by Finisar, Finisar
will issue and deliver Finisar shares having an aggregate value of $2.375
multiplied by the total number of shares initially deposited in escrow,
rounded to the nearest whole share;
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- If on the second anniversary of the closing of the merger, at least 65% of
the key Sensors employees, or equivalent replacement employees, are then
employed by Finisar, Finisar will issue and deliver Finisar shares having a
value of $1.58333 multiplied by the total number of escrow shares, rounded
to the nearest whole share; and
- If on the third anniversary of the closing of the merger, at least 50% of
the key Sensors employees, or equivalent replacement employees, are then
employed by Finisar, and if prior to that date all six milestones set forth
in the Agreement and Plan of Reorganization have been achieved, Finisar
will issue Finisar shares having a value of $0.79167 multiplied by the
total number of escrow shares, rounded to the nearest whole share.
Effective on the closing of the merger, Gregory H. Olsen, the President and
Chief Executive Officer of Sensors, was elected a director of Finisar and
appointed to the position of Executive Vice President of Finisar. In connection
with the merger and his continued employment with Finisar, Mr. Olsen entered
into an employment agreement and noncompetition agreement.
The acquisition of Sensors was structured as a reorganization within the
meaning of Section 368(a) of the Internal Revenue Code and has been accounted
for under the "purchase" method of accounting.
The preceding discussion of the significant terms and provisions of the
Agreement and Plan of Reorganization between, Finisar, Gemstone Acquisition
Corp. and Sensors is qualified by reference to the agreement attached as Exhibit
2.1 to this report.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of businesses acquired.
To be filed by amendment within 60 days of this report.
(b) Pro forma financial information.
To be filed by amendment within 60 days of this report.
(c) Exhibits.
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Exhibit No. Description
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2.1 Agreement and Plan of Reorganization dated as of August 16,
2000 by and among Finisar Corporation, a Delaware
corporation, Gemstone Acquisition Corp., a Delaware
corporation and wholly owned subsidiary of Finisar, and
Sensors Unlimited, Inc., a New Jersey corporation. Schedules
and similar attachments to this Exhibit have not been filed;
Finisar will furnish supplementally a copy of any omitted
schedule to the Commission upon request.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
FINISAR CORPORATION
Date: October 31, 2000 By: /s/ Stephen K. Workman
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Stephen K. Workman
Vice President, Finance and
Chief Financial Officer
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EXHIBIT INDEX
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Exhibit No. Description
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2.1 Agreement and Plan of Reorganization dated as of August 16,
2000 by and among Finisar Corporation, a Delaware
corporation, Gemstone Acquisition Corp., a Delaware
corporation and wholly owned subsidiary of Finisar, and
Sensors Unlimited, Inc., a New Jersey corporation.
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