<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
AMENDMENT NO. 1
(Mark One)
[ X ] Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended June 28, 1996
OR
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from to
Commission File No. 0-25826
HARMONIC LIGHTWAVES, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 77-0201147
(State of incorporation) (I.R.S. Employer Identification No.)
549 Baltic Way
Sunnyvale, CA 94089
408-542-2500
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
--------------
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
--- ---
As of June 28, 1996 there were 10,120,161 shares of the Registrant's Common
Stock outstanding.
1
<PAGE> 2
The undersigned Registrant hereby amends its Quarterly Report on Form
10-Q, originally filed with the Securities and Exchange Commission on August 7,
1996 to include disclosure under Item 4 of Part II as set forth below.
PART II OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The following matters were approved at the Registrant's Annual Meeting of
Stockholders held on May 15, 1996.
(a) The following directors were elected:
<TABLE>
<CAPTION>
Directors Votes For Votes Withheld
- --------------------------------------------------------------------------------
<S> <C> <C>
Anthony J. Ley 7,184,927 -
Josef Berger 7,184,927 -
Moshe Nazarathy 7,107,132 77,795
Gill Cogan 7,183,770 1,157
E. Floyd Kvamme 7,184,927 -
David A. Lane 7,184,727 200
Barry D. Lemieux 7,184,827 100
</TABLE>
(b) The stockholders also approved the following proposal:
<TABLE>
<CAPTION>
Number of Common Shares Voted
Independent Accountants For Against Abstain
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
(1) Ratification of Price Waterhouse
LLP as independent accountants 7,202,691 2,825 35,036
</TABLE>
2
<PAGE> 3
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Dated: December 2, 1996
HARMONIC LIGHTWAVES, INC.
(Registrant)
By: /s/ Robin N. Dickson
--------------------------------------------
Robin N. Dickson
Chief Financial Officer
(Principal Financial and Accounting Officer)
3
