| Item 5.04 | Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans |
On June 30, 2022, ADTRAN, Inc., a Delaware corporation (the “Company”), sent a notice (the “Notice”) to its directors and executive officers informing them that they will be subject to significant restrictions on their ability to trade in the Company’s common stock during an upcoming blackout period applicable to the ADTRAN, Inc. 401(k) Retirement Plan (the “Plan”). The blackout period for the Plan is being implemented in connection with the anticipated closing of the previously announced business combination transaction (the “Business Combination”) pursuant to the business combination agreement, dated as of August 30, 2021 (the “Business Combination Agreement”), by and among the Company, Acorn HoldCo, Inc. (“HoldCo”), Acorn MergeCo, Inc. (“Merger Sub”), and ADVA Optical Networking SE (“ADVA”), under which the Company and ADVA have agreed to combine their businesses through a merger transaction (the “Merger”) and an exchange offer (the “Exchange Offer”), respectively, and become subsidiaries of HoldCo. Pursuant to the Merger that occurs prior to the consummation of the Exchange Offer, each outstanding share of common stock of the Company (“Company common stock”) will be converted into the right to receive one share of common stock of Acorn HoldCo (“HoldCo common stock”). The Business Combination, including the Merger and the Exchange Offer, is described in more detail in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on August 30, 2021 and in subsequent filings by the Company and HoldCo with the SEC.
To prepare for the closing of the Merger and subsequent share conversion, participants in the Plan have been advised that there will be a blackout period (the “Blackout Period”) under the Plan that is expected to begin as of market close (generally, 4:00 p.m. Eastern time) on the business day immediately preceding the closing of the Merger, which is expected to occur as early as the calendar week beginning Sunday, July 3, 2022. The Blackout Period is expected to end approximately one week after it begins.
During the Blackout Period, any and all transactions into or out of Company common stock will be restricted and participants in the Plan will not be able to direct any transactions into or out of Company common stock in their Plan account or process any transaction requests involving such Company common stock. After the Blackout Period ends, Company common stock in the Plan will have been converted into HoldCo common stock and, at participants’ discretion, they can resume directing transactions into and out of HoldCo common stock.
The Notice informs the directors and executive officers that, pursuant to Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of the SEC’s Regulation BTR, they will be prohibited from engaging in transactions in Company equity securities acquired in connection with their service to the Company and its subsidiaries during the Blackout Period. A copy of the Notice, which includes the information specified in Rule 104(b) of Regulation BTR, is attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated herein by reference. Due to the timing of the receipt of the final regulatory approval required for the completion of the Business Combination, the Company has reasonably determined that it is unable to provide 15 days’ advance notice of the Blackout Period to its directors and executive officers and is providing the Notice as soon as reasonably practicable.
Before and during the Blackout Period and for a period of two years after the end date thereof, inquiries concerning the Blackout Period, including the beginning and ending dates of the trading restrictions, may be directed without charge to:
ADTRAN, Inc.
901 Explorer Boulevard
Huntsville, AL 35806-2807
Attention: Michael Foliano
(256) 963-8000
mike.foliano@adtran.com
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements, generally identified by the use of words such as “believe,” “expect,” “intend,” “estimate,” “anticipate,” “will,” “may,” “could” and similar expressions, which forward-looking statements reflect management’s best judgment based on factors currently known. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties. Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update any of them publicly in light of new information or future events. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors, including, without limitation: (i) risks and uncertainties related to the Business Combination, including the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the Business
