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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
AMENDMENT NO. 1
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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)
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SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: None
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: Common Stock,
par value $.001 per share
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 [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
Based on the closing sale price of the Common Stock on the Nasdaq National
Market System on March 11, 1997, the aggregate market value of the voting stock
held by non-affiliates of the Registrant was $156,102,407. Shares of Common
Stock held by each officer and director and by each person who owns 5% or more
of the outstanding Common Stock have been excluded in that such persons may be
deemed to be affiliates. This determination of affiliate status is not
necessarily a conclusive determination for other purposes.
The number of shares outstanding of the Registrant's Common Stock, $.001
par value, was 10,215,677 at March 11, 1997.
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The undersigned Registrant hereby amends its Annual Report on Form 10-K/A,
originally filed with the Securities and Exchange Commission on March 28, 1997,
to replace Exhibits 10.17 and 10.18.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant, Harmonic Lightwaves, Inc., a Delaware
corporation, has duly caused this Report on Form 10-K/A to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Sunnyvale,
State of California, on April 30, 1997.
HARMONIC LIGHTWAVES, INC.
By: /s/ ANTHONY J. LEY
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Anthony J. Ley, Chairman of the
Board, President and
Chief Executive Officer
Pursuant to the requirements of the Securities and Exchange Act of 1934,
this amendment has been signed by the following persons in the capacities and on
the date indicated.
SIGNATURE TITLE DATE
- ------------------------------------------ --------------------------------- ---------------
/s/ ANTHONY J. LEY Chairman of the Board, President April 30, 1997
- ------------------------------------------ and Chief Executive Officer
(Anthony J. Ley) (Principal Executive Officer)
/s/ ROBIN N. DICKSON Chief Financial Officer April 30, 1997
- ------------------------------------------ (Principal Financial and
(Robin N. Dickson) Accounting Officer)
* Director April 30, 1997
- ------------------------------------------
(Barry Lemieux)
* Director April 30, 1997
- ------------------------------------------
(E. Floyd Kvamme)
* Director April 30, 1997
- ------------------------------------------
(David A. Lane)
* Director April 30, 1997
- ------------------------------------------
(Moshe Nazarathy)
* Director April 30, 1997
- ------------------------------------------
(Michel L. Vaillaud)
* Director April 30, 1997
- ------------------------------------------
(Josef Berger)
* /s/ ANTHONY J. LEY April 30, 1997
- ------------------------------------------
(Anthony J. Ley, Attorney-in-Fact)
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EXHIBIT INDEX
The following Exhibits to this report are filed herewith, or if marked with
an asterisk (*) or double asterisk (**), are incorporated herein by reference.
EXHIBIT
NUMBER DESCRIPTION
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3.1* Certificate of Incorporation of Registrant
3.2* Form of Restated Certificate of Incorporation of Registrant
3.3* Bylaws of Registrant
4.1* Form of Common Stock Certificate
10.1*+ Form of Indemnification Agreement
10.2*+ 1988 Stock Option Plan and form of Stock Option Agreement
10.3*+ 1995 Stock Plan and form of Stock Option Agreement
10.4*+ 1995 Employee Stock Purchase Plan and form of Subscription Agreement
10.5*+ 1995 Director Option Plan and form of Director Option Agreement
10.6* Registration and Participation Rights and Modification Agreement dated as of July
22, 1994 among Registrant and certain holders of Registrant's Common Stock
10.7* Distributor Agreement dated June 15, 1994 by and between Registrant and
Scientific- Atlanta, Inc.
10.8* Warrant to purchase Common Stock of Registrant issued to Scientific-Atlanta, Inc.
on June 15, 1994
10.10* Warrant to purchase Series D Preferred Stock of Registrant issued to Comdisco,
Inc. on February 10, 1993
10.14** Business Loan Agreement, Commercial Security Agreement and Promissory Note dated
August 26, 1993, as amended on September 14, 1995, between Registrant and Silicon
Valley Bank
10.15** Facility lease dated as of January 12, 1996 by and between Eastrich No. 137
Corporation and Company
10.16** Loan Modification Agreement dated September 13, 1996 between Registrant and
Silicon Valley Bank
10.17+ Change of Control Severance Agreement dated March 27, 1997 between Registrant and
Anthony J. Ley
10.18+ Form of Change of Control Severance Agreement between Registrant and certain
executive officers of Registrant
11.1** Computation of Net Income (Loss) Per Share
13.1** 1996 Annual Report (to be deemed filed with the Securities and Exchange Commission
only to the extent required by the instruction to exhibits for reports on Form
10-K)
21.1** Subsidiaries of Registrant
23.1** Consent of Independent Accountants
24.1** Power of Attorney
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* Previously filed as an Exhibit to the Company's Registration Statement on
Form S-1 [No. 33-90752].
** Previously filed as an Exhibit to the Company's 10-K for the year ended
December 31, 1995.
+ Management Contract or Compensatory Plan or Arrangement required to be filed
as an exhibit to this report on Form 10-K pursuant to Item 14(c) of this
report.