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): September 20, 2019
ADTRAN, Inc.
(Exact name of Registrant as Specified in Its Charter)
Delaware | 000-24612 | 63-0918200 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| | |
901 Explorer Boulevard Huntsville, Alabama | | 35806-2807 |
(Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (256) 963-8000
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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 Instructions A.2. below):
☐ | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | | Trading Symbol | | Name of exchange on which registered |
Common Stock, Par Value $0.01 | | ADTN | | The NASDAQ Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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 2.02Results of Operations and Financial Condition.
On September 20, 2019, ADTRAN, Inc. (“ADTRAN”) filed its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2019 (the “Q2 Form 10-Q”). In connection with the filing of the Q2 Form 10-Q, ADTRAN has updated its operating income which impacted its non-GAAP operating income and non-GAAP net income financial measures and related reconciliations for the three and six months ended June 30, 2019 from the preliminary measures and reconciliations that were previously disclosed in Exhibit 99.1 to ADTRAN’s Current Report on Form 8-K furnished to the Securities and Exchange Commission on July 18, 2019. This supplemental information is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein. This supplemental information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01Financial Statements and Exhibits.
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: September 20, 2019 ADTRAN, Inc.
By: /s/ Michael Foliano
Michael Foliano
Senior Vice President of Finance and
Chief Financial Officer
