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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): November 20, 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 of (Commission File Number) (IRS Employer Identification No.)
incorporation)
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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 November 21, 2000, we completed the acquisition of Demeter
Technologies, Inc. through the merger of Onyx Acquisition Corp., a wholly-owned
subsidiary of Finisar, with and into Demeter Technologies. Demeter Technologies
was founded in August 2000 and is focused on the development of long wavelength
Fabry Perot and distributed feedback lasers for datacom and telecommunications
applications.
Pursuant to the merger, we issued 6,020,012 shares of our common stock
in exchange for the outstanding shares of Demeter Technologies capital stock. In
addition, we assumed options to purchase Demeter Technologies common stock and
have reserved 566,573 shares of our common stock for issuance upon the exercise
of the assumed options. The Demeter Technologies options converted into Finisar
options generally vest to the extent of 25% of the total number of shares
subject to the option at the end of one year after the date of grant, with the
remainder vesting in 36 equal monthly installments, subject to the
optionholder's continued service with Finisar or a subsidiary.
At the closing of the merger, certificates representing 601,993 shares
of our common stock were deposited into an escrow with U.S. Bank Trust, National
Association. The escrow shares 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, if any, have been resolved.
The acquisition of Demeter Technologies 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, Onyx Acquisition
Corp. and Demeter Technologies is qualified by reference to the agreement
attached as Exhibit 2.2 to this report.
ITEM 5. OTHER MATTERS.
On November 21, 2000, we announced that we had entered into an
agreement to acquire Transwave Fiber, Inc., a privately-held company located in
Fremont, California. Attached as an exhibit is a press release announcing the
transaction.
On November 21, 2000, we announced that we had entered into an
agreement to acquire Shomiti Systems, Inc., a privately-held company located in
San Jose, California. Attached as an exhibit is a press release announcing the
transaction.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of businesses acquired.
Financial statements for Demeter Technologies, Inc. will
be filed by amendment within the period specified in
subparagraph (4) of Item 7(a) of Form 8-K.
(b) Pro forma financial information.
Pro forma financial information to reflect the
acquisition of Demeter Technologies, Inc. will be filed
by amendment within the period specified in subparagraph
(2) of Item 7(b) of Form 8-K.
(c) Exhibits.
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Exhibit No. Description
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2.2 Agreement and Plan of Reorganization dated as of
November 20, 2000 by and among Finisar Corporation,
a Delaware corporation, Onyx Acquisition Corp., a
Delaware corporation and wholly owned subsidiary of
Finisar, and Demeter Technologies, Inc., a Delaware
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.
99.2 Press Release dated November 21, 2000 pertaining to
the proposed acquisition of Transwave Fiber, Inc.
99.3 Press Release dated November 21, 2000 pertaining to
the proposed acquisition of Shomiti Systems, Inc.
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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: December 6, 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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2.2 Agreement and Plan of Reorganization dated as of
November 20, 2000 by and among Finisar Corporation,
a Delaware corporation, Onyx Acquisition Corp., a
Delaware corporation and wholly owned subsidiary of
Finisar, and Demeter Technologies, Inc., a Delaware
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.
99.2 Press Release dated November 21, 2000 pertaining to
the proposed acquisition of Transwave Fiber, Inc.
99.3 Press Release dated November 21, 2000 pertaining to
the proposed acquisition of Shomiti Systems, Inc.
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