UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (date of earliest event reported): April 24, 2007
Finisar Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 000-27999 | 94-3038428 | ||
| (State or other jurisdiction of | (Commission File No.) | (I.R.S. Employer Identification | ||
| incorporation) | No.) |
1389 Moffett Park Drive
Sunnyvale, CA 94089
Sunnyvale, CA 94089
(Address of principal executive offices)
Registrant’s telephone number, including area code:
(408) 548-1000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01 Other Events.
On April 24, 2007, Finisar Corporation (the “Company”) received three substantially identical purported notices of default from U.S. Bank Trust National Association, as trustee (the “Trustee”) for the Company’s 21/2% Convertible Senior Subordinated Notes due 2010, its 21/2% Convertible Subordinated Notes due 2010 and its 51/4% Convertible Subordinated Notes due 2008 (collectively, the “Notes”). The notices asserted that the Company’s failure to timely file its Form 10-Q report for the quarter ended January 28, 2007 (the “January 10-Q”) with the Securities and Exchange Commission (the “SEC”) and to provide a copy to the Trustee constituted a default under each of the three indentures between the Company and the Trustee governing the respective series of notes (the “Indentures”). The notices each indicated that, if the Company does not cure the purported default within 60 days, an “Event of Default” would occur under the respective Indenture.
As previously reported, in January 2007, the Company received three similar purported notices of default from the Trustee with respect to the Company’s failure to timely file its Form 10-Q report for the quarter ended October 29, 2006 (the “October 10-Q”) with the SEC and to provide a copy to the Trustee. On March 7, 2007, the Company reported that the 60-day period to cure the purported default with respect to the October 10-Q had expired and that, as a result, the Trustee or holders of at least 25% in aggregate principal amount of one or more series of the Notes may take the position that an Event of Default has occurred under the Indentures and attempt to assert the contractual right to declare all unpaid principal, and any accrued interest, on the Notes of such series to be due and payable.
The Company has delayed filing the October 10-Q and the January 10-Q pending the completion of a review of its historical stock option practices being conducted by the Audit Committee of its Board of Directors, which is ongoing. The Company plans to file both the October 10-Q and the January 10-Q as soon as practicable following the conclusion of the review, and the determination of related adjustments to its historical financial statements. The Company does not believe it is in default under the terms of the Indentures. It is the Company’s contention that the plain language of each Indenture requires only that the Company file with the Trustee reports that have actually been filed with the SEC and that, since the October 10-Q and the January 10-Q have not yet been filed with the SEC, the Company is under no obligation to file them with the Trustee. As also reported, the Company, on March 2, 2007, commenced a lawsuit in the Superior Court of the State of California for the County of Santa Clara against the Trustee seeking a declaration that the Company is not in default under the three Indentures.
SIGNATURES
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 hereunto duly authorized.
Date: May 1, 2007
| Finisar Corporation | ||||
| By: | /s/ Stephen K. Workman | |||
| Stephen K. Workman | ||||
| Senior Vice President, Finance and Chief Financial Officer | ||||