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
Date of report (Date of earliest event reported): June 16, 2021
VIAVI SOLUTIONS INC.
(Exact name of Registrant as specified in its charter)
| Delaware | 000-22874 | 94-2579683 | ||||||||||||
| (State or other jurisdiction of incorporation or organization) | (Commission file number) | (I.R.S. Employer Identification Number) | ||||||||||||
| 7047 E Greenway Pkwy, Suite 250, | Scottsdale, | Arizona | 85254 | ||||||||
| (Address of principal executive offices and Zip Code) | |||||||||||
(408) 404-3600
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of the exchange on which registered | ||||||||||||
| Common Stock, $0.001 par value | VIAV | The Nasdaq Stock Market LLC | ||||||||||||
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:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company. ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 Regulation FD Disclosure.
On June 16, 2021, Viavi Solutions Inc. (the “Company”) issued a press release announcing that the Company has made an unsolicited proposal to the special committee of the board of directors of EXFO Inc. (“EXFO”) to acquire all of the outstanding subordinate voting shares and multiple voting shares of EXFO at a price of USD $7.50 in cash per share. EXFO’s subordinate voting shares are listed on the Nasdaq and the Toronto Stock Exchange. A copy of the press release is attached as Exhibit 99.1 hereto.
The information in this Item 7.01 of this Form 8-K, including Exhibit 99.1, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | ||||
| Press Release entitled “VIAVI Announces Proposal to Acquire EXFO At USD $7.50 Per Share” dated June 16, 2021 | |||||
| 104 | Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document | ||||
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 hereunto duly authorized.
| VIAVI SOLUTIONS INC. | ||||||||
| By: | /s/ Oleg Khaykin | |||||||
| Name: | Oleg Khaykin | |||||||
| Title: | Chief Executive Officer | |||||||
| June 16, 2021 | ||||||||