SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant / /
Filed by a Party other than the Registrant / /
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to ss. 240.14a-11(c) or ss.240.14a-12
FINISAR CORPORATION
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
/X/ No Fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:(1)
- --------------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
5) Total fee paid:
- --------------------------------------------------------------------------------
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
- --------------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
3) Filing Party:
- --------------------------------------------------------------------------------
4) Date Filed:
- --------------------------------------------------------------------------------
- -------------------
(1) Set forth the amount on which the filing fee is calculated and state how
it was determined.
November 6, 2000
Dear Stockholder:
This year's annual meeting of stockholders will be held on Wednesday,
November 29, 2000, at 10 a.m. local time, at the Wyndham Garden Hotel, 1300
Chesapeake Terrace, Sunnyvale, CA. You are cordially invited to attend.
The Notice of Annual Meeting of Stockholders and a Proxy Statement, which
describe the formal business to be conducted at the meeting, follow this letter.
After reading the Proxy Statement, please promptly mark, sign and return
the enclosed proxy card in the prepaid envelope to assure that your shares will
be represented. Your shares cannot be voted unless you date, sign, and return
the enclosed proxy card or attend the annual meeting in person. Regardless of
the number of shares you own, your careful consideration of, and vote on, the
matters before our stockholders is important.
A copy of our Annual Report to Stockholders is also enclosed for your
information. At the annual meeting we will review our activities over the past
year and our plans for the future. The Board of Directors and Management look
forward to seeing you at the annual meeting.
Very truly yours,
Jerry S. Rawls
PRESIDENT AND CHIEF EXECUTIVE OFFICER
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD NOVEMBER 29, 2000
TO THE STOCKHOLDERS:
Please take notice that the annual meeting of the stockholders of Finisar
Corporation, a Delaware corporation, will be held on Wednesday, November 29,
2000, at 10 a.m. local time, at the Wyndham Garden Hotel, 1300 Chesapeake
Terrace, Sunnyvale, CA, for the following purposes:
1. To elect three (3) Class I directors to hold office for a three-year
term and until their respective successors are elected and qualified.
2. To consider, approve and ratify an amendment to the Certificate of
Incorporation to increase the number of authorized shares of common stock from
200,000,000 to 1,000,000,000.
3. To consider, approve and ratify the appointment of Ernst & Young LLP as
our independent public auditors for the fiscal year ending April 30, 2001.
4. To transact such other business as may properly come before the meeting.
Stockholders of record at the close of business on October 20, 2000 are
entitled to notice of, and to vote at, this meeting and any adjournment or
postponement. For ten days prior to the meeting, a complete list of stockholders
entitled to vote at the meeting will be available for examination by any
stockholder, for any purpose relating to the meeting, during ordinary business
hours at our principal offices located at 1308 Moffett Park Drive, Sunnyvale,
California 94089.
By order of the Board of Directors,
Stephen K. Workman
SECRETARY
Sunnyvale, California
November 6, 2000
- --------------------------------------------------------------------------------
IMPORTANT: Please fill in, date, sign and promptly mail the enclosed proxy
card in the accompanying postage-paid envelope to assure that your shares are
represented at the meeting. If you attend the meeting, you may choose to vote in
person even if you have previously sent in your proxy card.
- --------------------------------------------------------------------------------
TABLE OF CONTENTS
PAGE
----
PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS...............................3
SOLICITATION AND VOTING OF PROXIES...............................................3
INFORMATION ABOUT FINISAR CORPORATION............................................4
Stock Ownership of Certain Beneficial Owners and Management.................4
Management..................................................................6
EXECUTIVE COMPENSATION AND OTHER MATTERS.........................................8
Executive Compensation......................................................8
Stock Options Granted in Fiscal 2000........................................9
Option Exercises and Fiscal 2000 Year-End Values...........................10
Employment Contracts and Termination of Employment and
Change-in-Control Arrangements........................................11
Compensation of Directors..................................................11
Compensation Committee Interlocks and Insider
Participation in Compensation Decisions...............................11
Certain Relationships and Related Transactions.............................11
Section 16(a) Beneficial Ownership Reporting Compliance....................11
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION..................12
COMPARISON OF STOCKHOLDER RETURN................................................13
ELECTION OF DIRECTORS...........................................................14
APPROVAL OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO
INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK...................15
Background.................................................................15
Purpose and Effect of the Amendment........................................15
Vote Required and Board of Directors' Recommendation.......................16
RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC AUDITORS......................17
Vote Required and Board of Directors' Recommendation.......................17
STOCKHOLDER PROPOSALS TO BE PRESENTED AT NEXT ANNUAL MEETING....................18
TRANSACTION OF OTHER BUSINESS...................................................19
-i-
PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
The accompanying proxy is solicited by the Board of Directors of Finisar
Corporation, a Delaware corporation, for use at its annual meeting of
stockholders to be held on November 29, 2000, or any adjournment or
postponement, for the purposes set forth in the accompanying Notice of Annual
Meeting of Stockholders. The date of this Proxy Statement is November 6, 2000,
the approximate date on which this Proxy Statement and the accompanying form of
proxy were first sent or given to stockholders.
SOLICITATION AND VOTING OF PROXIES
Finisar will bear the cost of soliciting proxies. In addition to soliciting
stockholders by mail through our employees, we will request banks and brokers,
and other custodians, nominees and fiduciaries, to solicit their customers who
hold our stock registered in the names of such persons and will reimburse them
for their reasonable, out-of-pocket costs. We may use the services of our
officers, directors and others to solicit proxies, personally or by telephone,
without additional compensation.
On October 20, 2000, we had outstanding 179,089,069 shares of common stock,
par value $.001 per share, all of which are entitled to vote with respect to all
matters to be acted upon at the annual meeting. Each stockholder of record as of
that date is entitled to one vote for each share of common stock held by him or
her. Our Bylaws provide that a majority of all of the shares of the stock
entitled to vote, whether present in person or represented by proxy, shall
constitute a quorum for the transaction of business at the meeting. Votes for
and against, abstentions and "broker non-votes" will each be counted as present
for purposes of determining the presence of a quorum.
All valid proxies received before the meeting will be exercised. All shares
represented by a proxy will be voted, and where a stockholder specifies by means
of his or her proxy a choice with respect to any matter to be acted upon, the
shares will be voted in accordance with the specification so made. If no choice
is indicated on the proxy, the shares will be voted in favor of the proposal. A
stockholder giving a proxy has the power to revoke his or her proxy at any time
before the time it is exercised by delivering to our Secretary a written
instrument revoking the proxy or a duly executed proxy with a later date, or by
attending the meeting and voting in person.
3
INFORMATION ABOUT FINISAR CORPORATION
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of October 20, 2000, certain information
with respect to the beneficial ownership of our common stock by
- - each stockholder known by us to be the beneficial owner of more than 5% of
our common stock,
- - each of our directors,
- - our Chief Executive Officer and our four other most highly compensated
executive officers, as of April 30, 2000, and
- - all of our directors and executive officers as a group.
AMOUNT AND NATURE PERCENT OF
OF BENEFICIAL COMMON STOCK
NAME OF BENEFICIAL OWNER(1) OWNERSHIP(1) OUTSTANDING(1)
5% STOCKHOLDERS:
Margaret G. Rawls.......................... 10,048,753 5.6%
EXECUTIVE OFFICERS AND DIRECTORS:
Jerry S. Rawls (2)......................... 10,566,640 5.9%
Frank H. Levinson (3)...................... 39,036,616 21.8%
Gregory H. Olsen (4)....................... 10,857,738 6.1%
Mark J. Farley (5)......................... 4,604,650 2.6%
Jan Lipson (6)............................. 573,000 *
Stephen K. Workman (7)..................... 530,236 *
Michael C. Child (8)....................... 3,060,920 1.7%
Roger C. Ferguson (9)...................... 90,000 *
Richard B. Lieb (10)....................... 24,800 *
Larry D. Mitchell (11)..................... 25,500 *
All executive officers and directors
as a group (10 persons)(12)............... 69,287,106 38.7%
- --------------------
* Less than 1%.
(1) Unless otherwise indicated, the address of each of the named individuals
is: c/o Finisar Corporation, 1308 Moffett Park Drive, Sunnyvale, CA 94089.
Beneficial ownership is determined in accordance with the rules of the SEC
and generally includes voting or investment power with respect to
securities. All shares of common stock subject to options exercisable
within 60 days following October 20, 2000 are deemed to be outstanding and
beneficially owned by the person holding those options for the purpose of
computing the number of shares beneficially owned and the percentage of
ownership of that person. They are not, however, deemed to be outstanding
and beneficially owned for the purpose of computing the percentage
ownership of any other person. Accordingly, percent ownership is based on
179,089,069 shares of common stock outstanding as of October 20, 2000 plus
any shares issuable pursuant to options held by the person or group in
question which may be exercised within 60 days following October 20, 2000.
Except as indicated in the other footnotes to the table and subject to
applicable community property laws, based on information provided by the
persons named in the table, these persons have sole voting and investment
power with respect to all shares of the common stock shown as beneficially
owned by them.
(2) Represents shares held by the Rawls Family, L.P. Mr. Rawls is the president
of the Rawls Management Corporation, the general partner of the Rawls
Family, L.P.
(3) Includes 30,560,998 shares held by the Frank H. & Wynnette Levinson 1998
Revocable Trust, 2,929,618 shares held by the Frank H. Wynnette Levinson
1999 Revocable Trust, 1,715,000 held by Seti Trading Co., Inc., an
investment company owned by Frank and Wynnette Levinson, 1,325,000 shares
held by the Rose Wynnette Levinson 1998 Gift Trust, 1,325,000 shares held
by the Alana Marie Levinson 1998 Gift Trust and 1,325,000 shares held by
the Frank Henry Levinson 1998 Gift Trust.
4
(4) Includes 4,957,500 shares held in escrow. One third of such amount will be
released on each of the first three anniversaries of October 17, 2000,
subject to the achievement of certain development milestones set forth in
the acquisition agreement.
(5) Includes 1,884,620 shares issuable upon exercise of options exercisable
within 60 days following October 20, 2000, 1,970,030 shares held by the
Farley Family Trust and 750,000 shares held by an irrevocable trust for the
benefit of Mr. Farley's child.
(6) Includes 540,000 shares subject to a right of repurchase in favor of
Finisar which lapses over time.
(7) Includes 480,000 shares subject to a right of repurchase in favor of
Finisar which lapses over time.
(8) Includes 3,000,000 shares held by TA/Advent VIII, L.P. and 60,920 shares
held by TA Investors. TA/Advent VIII, L.P. and TA Investors LLC are part of
an affiliated group of investment partnerships. TA Associates, Inc. through
an executive committee, exercises sole voting and investment power with
respect to all shares of record held by the named investment partnerships;
individually, no stockholder, director or officer of TA Associates, Inc.,
is deemed to have or share such voting or investment power. Mr. Child
disclaims beneficial ownership of all shares held by affiliates of TA
Associates, Inc. of which Mr. Child is a Managing Director, except to the
extent of 14,964 shares of common stock in which he has an ownership
interest through TA Investors LLC.
(9) Includes 72,000 shares which are subject to a right of repurchase in favor
of Finisar which lapses over time.
(10) Includes 18,000 shares issuable upon exercise of an option exercisable
within 60 days following October 20, 2000 and 800 shares held by Mr. Lieb's
wife and children.
(11) Includes 18,000 shares issuable upon exercise of an option exercisable
within 60 days following October 20, 2000.
(12) Including 3,060,920 shares held by TA Associates, Inc. and its affiliates
as to which Mr. Child disclaims beneficial ownership. See Note 9 above.
5
MANAGEMENT
DIRECTORS. This section sets forth for the current directors, including the
Class I nominees to be elected at this meeting, information concerning their age
and background.
Name Position With Finisar Age Director Since
- ---- --------------------- --- --------------
CLASS I DIRECTORS NOMINATED FOR ELECTION AT THE 2000 ANNUAL MEETING OF STOCKHOLDERS:
Roger C. Ferguson Director 57 1999
Larry D. Mitchell Director 58 1999
Gregory H. Olsen Director and Executive Vice President 55 2000
CLASS II DIRECTORS WHOSE TERMS EXPIRE AT THE 2001 ANNUAL MEETING OF STOCKHOLDERS:
Frank H. Levinson Chairman of the Board 47 1988
Richard B. Lieb Director 52 1999
CLASS III DIRECTORS WHOSE TERMS EXPIRE AT THE 2002 ANNUAL MEETING OF STOCKHOLDERS:
Michael C. Child Director 46 1998
Jerry S. Rawls Director, President and Chief 56 1989
Executive Officer
ROGER C. FERGUSON has served as Chief Executive Officer of Semio Inc., an
early stage software company, since July 1999 and as a principal in VenCraft,
LLC, a venture capital partnership, since July 1997. From 1993 to 1997, Mr.
Ferguson was Chief Executive Officer of DataTools, Inc., a database software
company. From 1987 to 1993, Mr. Ferguson served as Chief Operating Officer for
Network General Inc., a network analysis company. Mr. Ferguson also serves on
the Boards of Directors of Microtest, Inc. and several other private companies.
Mr. Ferguson holds a B.A. in Psychology from Dartmouth College and an M.B.A.
from the Amos Tuck School at Dartmouth.
LARRY D. MITCHELL has been retired since October 1997. From October 1994 to
October 1997, he served as a site General Manager in Roseville, California for
Hewlett-Packard. Mr. Mitchell holds a B.A. in Engineering Science from Dartmouth
College and an M.B.A. from the Stanford Graduate School of Business. Mr.
Mitchell also serves on the Board of Directors of California Community
Bankshares, Sacramento Commercial Bank and Placer Sierra Bank, each a registered
investment company.
FRANK H. LEVINSON founded Finisar in April 1987 and has served as a member
of our Board of Directors since February 1988 and as our Chairman of the Board
and Chief Technical Officer since August 1999. Mr. Levinson also served as our
Chief Executive Officer from February 1988 to August 1999. From September 1980
to December 1983, Mr. Levinson was a member of Technical Staff at AT&T Bell
Laboratories. From January 1984 to July 1984, he was a Member of Technical Staff
at Bellcore, a provider of services and products to the communications industry.
From April 1985 to December 1985, Mr. Levinson was the principal optical
scientist at Raychem Corporation, and from January 1986 to February 1988, he was
Optical Department Manager at Raynet, Inc., a fiber optic systems company. Mr.
Levinson holds a B.S. in Mathematics/Physics from Butler University and an M.S.
and Ph.D. in Astronomy from the University of Virginia.
GREGORY H. OLSEN has served on our Board of Directors, as our Executive
Vice President and President and Chief Executive Officer of Sensors Unlimited,
Inc., a wholly owned subsidiary of Finisar, since the closing of the acquisition
of Sensors in October 2000. Dr. Olsen founded Sensors Unlimited, a fiber optic
component company, in 1991 and has served as its President and Chief Executive
Officer since inception. In 1984 Dr. Olsen founded EPITAXX, Inc., and served as
its President and Chief Executive Officer from inception 1990 when EPITAXX was
acquired by Nippon Sheet Glass. Dr. Olsen holds a BS Physics, a BSEE and MS
Physics (magna cum laude) from Fairleigh Dickenson University and a Ph.D. in
Material Science from the University of Virginia.
RICHARD B. LIEB has served as Executive President of SEI Investments, an
investment and investment processing business solutions company since November
1990. He also serves on the Board of Directors of OAO Technology Solutions,
Inc., an IT outsourcing company. He is also on the Advisory Board of Cross
Atlantic Technology Fund, a technology venture capital fund in Radnor,
Pennsylvania. Mr. Lieb holds a B.A. in History from Duke University and an
M.P.A. in Finance from the Wharton School of Business at the University of
Pennsylvania.
6
MICHAEL C. CHILD has been employed by TA Associates, Inc., a venture
capital investment firm, since July 1982 where he currently serves as a Managing
Director. Mr. Child holds a B.S. in Electrical Engineering from the University
of California at Davis and an M.B.A. from the Stanford Graduate School of
Business. Mr. Child also serves on the Board of Directors of Fargo Electronics.
JERRY S. RAWLS has served as a member of our Board of Directors since March
1989, as our President since April 1989 and as our Chief Executive Officer since
August 1999. From September 1968 to February 1989, Mr. Rawls was employed by
Raychem Corporation, a materials science and engineering company, where he held
various management positions including Division General Manager of the Aerospace
Products Division and Interconnection Systems Division. Mr. Rawls holds a B.S.
in Mechanical Engineering from Texas Tech University and an M.S. in Industrial
Administration from Purdue University.
MEETINGS OF THE BOARD OF DIRECTORS. During the fiscal year ended April 30,
2000, our Board of Directors held four meetings. During that period the Audit
Committee of the Board held four meetings and the Compensation Committee of the
Board held four meetings. We have no standing nominating committee of the Board
The members of the Audit Committee during fiscal 2000 were Messrs. Child
and Ferguson. The Audit Committee of our Board of Directors recommends the
appointment of our independent auditors, reviews our internal accounting
procedures and financial statements and consults with and reviews the services
provided by our independent auditors, including the results and scope of their
audit.
The members of the Compensation Committee during fiscal 2000 were Messrs.
Child and Ferguson. The Compensation Committee of our Board of Directors reviews
and recommends to the Board of Directors the compensation and benefits of all of
our executive officers and establishes and reviews general policies relating to
compensation and benefits of our employees. For additional information about the
Compensation Committee, see "Report Of The Compensation Committee On Executive
Compensation" and "Executive Compensation and Other Matters" below.
7
EXECUTIVE COMPENSATION AND OTHER MATTERS
EXECUTIVE COMPENSATION
The following table sets forth information concerning the compensation of
our Chief Executive Officer and our four other most highly compensated executive
officers, as of April 30, 2000, during the fiscal years ended April 30, 2000,
1999 and 1998.
SUMMARY COMPENSATION TABLE
LONG TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
NAME AND PRINCIPAL OTHER ANNUAL SECURITIES ALL OTHER
POSITION YEAR SALARY BONUS(1) COMPENSATION UNDERLYING OPTIONS COMPENSATION
Jerry S. Rawls............. 2000 $200,000 $ 1,000 $1,923 --
President and Chief 1999 $189,423 $ 106,192 $4,677 -- $ --
Executive Officer 1998 $166,346 $ 94,000 --
Frank Levinson............. 2000 $200,000 $ 1,000 $2,308 --
Chief Technical Officer 1999 $189,423 $ 106,192 $3,581 -- $ --
1998 $166,385 $ 94,000 --
Mark J. Farley............. 2000 $165,000 $ 6,000 $1,587 --
Vice President, Digital 1999 $149,423 $ 64,731 $2,857 -- $ --
Systems Engineering 1998 $128,846 $ 53,000 --
Jan Lipson................. 2000 $150,000 $ 6,000 $1,731 --
Vice President, Optical 1999 $142,308 $ 44,077 $ 162 900,000(2) $ --
Engineering 1998 -- -- -- --
Stephen K. Workman......... 2000 $150,000 $ 6,000 $1,298 --
Vice President, Finance, 1999 $17,308 $ 3,500 600,000(2)
Chief Financial Officer and 1998 -- -- -- -- --
Secretary
- -------------------
(1) See "Report Of The Compensation Committee On Executive Compensation."
(2) This option is immediately exercisable, subject to a right of repurchase in
favor of Finisar which lapses at a rate of 20% per year over a period of
five years.
8
STOCK OPTIONS GRANTED IN FISCAL 2000
No options were granted to the persons named in the Summary Compensation
Table during the fiscal year ended April 30, 2000.
OPTION EXERCISES AND FISCAL 2000 YEAR-END VALUES
The following table provides the specified information concerning exercises
of options to purchase our common stock in the fiscal year ended April 30, 2000,
and unexercised options held as of April 30, 2000, by the persons named in the
Summary Compensation Table above. There were no exercises of options by any of
the officers named in the Summary Compensation Table during the fiscal year
ended April 30, 2000.
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END VALUES
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
AT FISCAL YEAR END AT FISCAL YEAR END (1)
NAME EXERCISABLE(2) UNEXERCISABLE EXERCISABLE(2) UNEXERCISABLE
Jerry S. Rawls................ -- -- $-- $--
Frank H. Levinson............. -- -- -- --
Mark J. Farley................ 1,884,620 -- $70,320,826 --
Jan Lipson.................... -- -- -- --
Stephen K. Workman............ -- -- -- --
- -------------------
(1) Based on a fair market value of $37.313, the closing price of our common
stock on April 28, 2000, as reported by the Nasdaq National Market.
(2) Stock options granted under the 1999 Option Plan prior to our initial
public offering of common stock in November 1999 are generally immediately
exercisable at the date of grant, but shares received upon exercise of
unvested options are subject to repurchase by Finisar. Options granted
after this date under the 1999 Option Plan are generally not immediately
exercisable at the date of grant.
9
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS
There are no employment contracts or change-in-control arrangements with
any of the officers named in the Summary Compensation Table above.
COMPENSATION OF DIRECTORS
Our directors do not receive cash compensation for their services as
directors or members of committees of the Board of Directors. However,
non-employee directors are eligible to receive stock options. We do reimburse
directors for their reasonable expenses incurred in attending meetings of the
Board of Directors.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN COMPENSATION
DECISIONS
The Compensation Committee for fiscal year 2000 was composed of Michael C.
Child and Roger C. Ferguson. No interlocking relationships exist between any
member of our Compensation Committee and any member of any other company's board
of directors or compensation committee. The Compensation Committee reviews and
recommends to the Board of Directors the compensation and benefits of all of our
officers, and establishes and reviews general policies relating to compensation
and benefits of our employees.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Since April 30, 1999, there has not been, nor is there currently, any
transaction or series of similar transactions to which Finisar was or is a party
in which the amount involved exceeds $60,000 and in which any director,
executive officer or holder of more than five percent of Finisar's capital stock
had or will have a direct or indirect material interest other than (a)
agreements which are described where required under the caption "Management" and
(b) the transactions described below.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires our executive
officers, directors and persons who beneficially own more than 10% of our common
stock to file initial reports of ownership and reports of changes in ownership
with the Securities and Exchange Commission ("SEC"). Such persons are required
by SEC regulations to furnish Finisar with copies of all Section 16(a) forms
filed by such person.
Based solely on our review of such forms furnished to us and written
representations from certain reporting persons, we believe that all filing
requirements applicable to our executive officers, directors and more than 10%
stockholders were complied with, except that three statements of changes in
beneficial ownership involving three transactions were not timely filed for
Jerry Rawls, Frank Levinson, and Mark Farley in conjunction with the sale of
stock in a public offering of common stock in April 2000; and three statements
of changes in beneficial ownership involving three transactions for Jan Lipson,
Mark Farley, and Steve Workman for shares purchased pursuant to our employee
stock purchase plan in May 2000 were not timely filed.
10
REPORT OF THE COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION
COMPENSATION PHILOSOPHY
The goals of our compensation policy are to attract, retain and reward
executive officers who contribute to our overall success by offering
compensation that is competitive in the networking industry, to motivate
executives to achieve our business objectives and to align the interests of
officers with the long-term interests of stockholders. We currently uses salary,
bonuses and stock options to meet these goals.
FORM OF COMPENSATION
We provide our executive officers with a compensation package consisting of
base salary, incentive bonuses and participation in benefit plans generally
available to other employees. In setting total compensation, the Compensation
Committee considers individual and company performance, as well as market
information regarding compensation paid by other companies in our industry.
BASE SALARY. Salaries for executive officers are initially set based on
negotiation with individual executive officers at the time of recruitment and
with reference to salaries for comparable positions in the networking industry
for individuals of similar education and background to the executive officers
being recruited. We also give consideration to the individual's experience,
reputation in his or her industry and expected contributions to Finisar.
Salaries are generally reviewed annually by the Compensation Committee and are
subject to increases based on (i) the Compensation Committee's determination
that the individual's level of contribution to Finisar has increased since his
or her salary had last been reviewed and (ii) increases in competitive pay
levels.
BONUSES. It is our policy that a substantial component of each officer's
potential annual compensation take the form of a performance-based bonus. Bonus
payments to officers other than the Chief Executive Officer are determined by
the Compensation Committee, in consultation with the Chief Executive Officer,
based on our financial performance and the achievement of the officer's
individual performance objectives. The Chief Executive Officer's bonus is
determined by the Compensation Committee, without participation by the Chief
Executive Officer, based on the same factors.
LONG-TERM INCENTIVES. Longer term incentives are provided through the 1999
Stock Option Plan, which rewards executives and other employees through the
growth in value of our stock. The Compensation Committee believes that employee
equity ownership is highly motivating, provides a major incentive for employees
to build stockholder value and serves to align the interests of employees with
those of stockholders. Grants of stock options to executive officers are based
upon each officer's relative position, responsibilities, historical and expected
contributions to Finisar, and the officer's existing stock ownership and
previous option grants, with primary weight given to the executive officers'
relative rank and responsibilities. Initial stock option grants designed to
recruit an executive officer to join Finisar may be based on negotiations with
the officer and with reference to historical option grants to existing officers.
Stock options are granted at an exercise price equal to the market price of our
Common Stock on the date of grant and will provide value to the executive
officers only when the price of our Common Stock increases over the exercise
price.
2000 COMPENSATION
Compensation for the Chief Executive Officer and other executive officers
for 2000 was set according to our established compensation policy described
above. At the end of fiscal 2000, we paid bonuses to our executive officers.
These payments were based our successes in 2000 in the execution of our
operating and strategic plan, including substantial growth in revenue and
operating income, the individual executives' contributions to these successes
and the overall performance of Finisar and the individual officers' performance
with respect to certain specific operational and strategic objectives.
COMPENSATION COMMITTEE
Michael C. Child
Roger C. Ferguson
11
COMPARISON OF STOCKHOLDER RETURN
Set forth below is a line graph comparing the annual percentage change in
the cumulative total return on our common stock with the cumulative total
returns of the CRSP Total Return Index for the Nasdaq Stock Market and the CRSP
Index for Nasdaq Networking Stocks for the period commencing on November 12,
1999 and ending on April 28, 2000.(1)
COMPARISON OF CUMULATIVE TOTAL RETURN FROM
NOVEMBER 12, 1999 THROUGH APRIL 28, 2000(1):
FINISAR, NASDAQ INDEX
AND NETWORKING INDEX
NOVEMBER 12, 1999 APRIL 28, 2000
Finisar $100.00 $589.00
Nasdaq Index $100.00 $114.00
Networking Index $100.00 $124.00
(1) Assumes that $100.00 was invested on November 12, 1999, at the offering
price on the date of our initial public offering, in our common stock and
each index. No cash dividends have been declared on our common stock.
Stockholder returns over the indicated period should not be considered
indicative of future stockholder returns.
12
ELECTION OF DIRECTORS
We have a classified Board of Directors consisting of three Class I
directors (Roger C. Ferguson, Larry D. Mitchell and Gregory H. Olsen), two Class
II directors (Frank H. Levinson and Richard B. Lieb), and two Class III
directors (Michael C. Child and Jerry S. Rawls) who will serve until the annual
meetings of stockholders to be held in 2000, 2001 and 2002, respectively, and
until their respective successors are duly elected and qualified. At each annual
meeting of stockholders, directors are elected for a term of three years to
succeed those directors whose terms expire at the annual meeting dates.
The terms of the Class I directors will expire on the date of the upcoming
annual meeting. Accordingly, three persons are to be elected to serve as Class I
directors of the Board of Directors at the meeting. Management's nominees for
election by the stockholders to those two positions are the current Class I
members of the Board of Directors: Roger C. Ferguson, Larry D. Mitchell and
Gregory H. Olsen. Please see "Information About Finisar Corporation --
Management" above for information concerning the nominees. If elected, the
nominees will serve as directors until our Annual Meeting of Stockholders in
2004 and until their successors are elected and qualified. If any of the
nominees declines to serve or becomes unavailable for any reason, or if a
vacancy occurs before the election (although we know of no reason to anticipate
that this will occur), the proxies may be voted for such substitute nominees as
we may designate.
If a quorum is present and voting, the two nominees for Class I director
receiving the highest number of votes will be elected as Class I directors.
Abstentions and broker non-votes have no effect on the vote.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NOMINEES NAMED ABOVE.
13
APPROVAL OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION
TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
BACKGROUND
Under Delaware law, we may only issue shares of common stock to the extent
such shares have been authorized for issuance under our Certificate of
Incorporation ("Certificate"). The Certificate currently authorizes the issuance
of up to 200,000,000 shares of common stock, $0.001 par value. However, as of
October 20, 2000, 179,089,069 shares of our common stock were issued and
outstanding and 511,315 unissued shares of common stock were reserved for
issuance under our equity compensation plans, leaving 11,056,500 shares of
common stock unissued and unreserved. In order to ensure sufficient shares of
common stock will be available, the Board of Directors in October, 2000
approved, subject to stockholder approval, amending our Certificate of
Incorporation to increase the number of shares of such common stock authorized
for issuance from 200,000,000 to 1,000,000,000.
The shortage in our authorized but unissued shares of common stock is
primarily attributable to a three-for-one split of our common stock in April of
this year. We issued two shares of our common stock as a stock dividend for each
share of common stock outstanding on the record date of March 27, 2000 to effect
the stock split. Following the stock dividend, approximately 153,800,000 shares
of our common stock were outstanding.
In addition, we recently completed the acquisition of Sensors Unlimited,
Inc. through the merger of Sensors with a wholly-owned subsidiary. Sensors is a
leading supplier of optical components that monitor the performance of dense
wavelength division multiplexing networks. Sensors' technology enables
telecommunications companies to optimize the use of existing bandwidth in fiber
optic networks. We believe that the acquisition of Sensors will contribute to
our success through the diversification of our products, expansion of our
customer base and the addition of knowledgeable and experienced personnel.
Pursuant to the merger, we issued 18,962,141 shares of our common stock in
exchange for the outstanding shares of Sensors common stock. In addition, we
assumed options to purchase Sensors common stock and have reserved 381,417
shares of our common stock for issuance upon the exercise of the assumed
options. The Sensor options converted into Finisar options vested to the extent
of the greater of (i) 25% of the total number of shares subject to the option or
(ii) the vested percentage of the Sensors option at the closing of the merger,
up to a maximum of 50% of the total number of shares subject to the option. The
remainder will vest in three approximately equal annual installments on each of
the first three anniversaries of the date of closing of the merger, subject to
the optionholder's continued service with Finisar or a subsidiary.
At the closing of the merger, certificates representing 9,481,032 shares of
our common stock, or one-half of the shares issued pursuant to the merger, were
deposited into an escrow with U.S. Bank Trust, National Association (the "Escrow
Agent"). One-third of the shares deposited in escrow will be released on each of
the first three anniversaries of October 17, 2000, the closing date, subject to
the achievement of certain development milestones. If the milestones are not
achieved, the escrow shares will be cancelled and returned to the status of
authorized but unissued shares. Further, one-third of the escrow shares that
would otherwise be delivered to the principal shareholders of Sensors on the
third anniversary of the closing of the merger will be subject to claims for
indemnification by Finisar under the reorganization agreement and the procedures
specified in the escrow agreement. Those shares will remain in escrow until all
pending claims for indemnification have been resolved.
In addition to the merger consideration paid to the Sensors shareholders at
the closing, on each of the first three anniversaries of the closing of the
merger, Finisar will issue and deliver to the former shareholders of Sensors, on
a pro rata basis, additional shares of Finisar common stock (valued on the basis
of the average closing trading price per share of such stock on the Nasdaq
National Market for the ten (10) trading days preceding the applicable payment
date). These shares of Finisar common stock will be distributed as follows:
If on the first anniversary of the closing of the merger, at least 75% of
the key management and technical employees originally employed by Sensors, or
equivalent replacement employees, are then employed by Finisar, Finisar will
issue and deliver Finisar shares having an aggregate value of $2.375 multiplied
by the total number of escrow shares, rounded to the nearest whole share; If on
the second anniversary of the closing of the merger, at least 65% of the key
Sensors employees are then employed by Finisar, Finisar will issue and deliver
Finisar shares having a value of $1.58333 multiplied by the total number of
escrow shares, rounded to the nearest whole share; and
14
If on the third anniversary of the closing of the merger, at least 50% of the
key Sensors employees are then employed by Finisar, and if prior to that date
all six Milestones have been achieved, Finisar will issue Finisar shares having
a value of $0.79167 multiplied by the total number of escrow shares, rounded to
the nearest whole share.
The acquisition of Sensors was structured as a reorganization within the
meaning of Section 368(a) of the Internal Revenue Code and has been accounted
for under the "purchase" method of accounting.
PURPOSE AND EFFECT OF THE AMENDMENT
The purpose of the proposed amendment to the Certificate is to authorize
additional shares of common stock which will be available in the event the Board
of Directors determines that it is necessary or appropriate to permit future
stock dividends or stock splits, to raise additional capital through the sale of
equity securities, to acquire another company or its assets, to establish
strategic relationships with corporate partners, provide equity incentives to
employees and officers or other corporate purposes. The Board of Directors has
no current intention to split the outstanding common stock by declaring a stock
dividend, and the declaration and payment of such a stock dividend by the Board
would be contingent upon several factors, including the market price of our
stock, our expectations about future performance, and our beliefs about general
stock market trends. The availability of additional shares of common stock is
particularly important in the event that the Board of Directors needs to
undertake any of the foregoing actions on an expedited basis and thus to avoid
the time and expense of seeking stockholder approval in connection with the
contemplated issuance of common stock. The Board of Directors has no present
agreement, arrangement or commitment to issue any of the shares for which
approval is sought. If the amendment is approved by the stockholders, the Board
of Directors does not intend to solicit further stockholder approval prior to
the issuance of any additional shares of common stock, except as may be required
by applicable law.
The increase in authorized common stock will not have any immediate effect
on the rights of existing stockholders. However, the Board will have the
authority to issue authorized common stock without requiring future stockholder
approval of such issuances, except as may be required by applicable law. To the
extent that additional authorized shares are issued in the future, they may
decrease the existing stockholders' percentage equity ownership and, depending
on the price at which they are issued, could be dilutive to the existing
stockholders. The holders of common stock have no preemptive rights and the
Board of Directors has no plans to grant such rights with respect to any such
shares.
The increase in the authorized number of shares of common stock and the
subsequent issuance of such shares could have the effect of delaying or
preventing a change in control without further action by the stockholders.
Shares of authorized and unissued common stock could, within the limits imposed
by applicable law, be issued in one or more transactions which would make a
change in control of Finisar more difficult, and therefore less likely. Any such
issuance of additional stock could have the effect of diluting the earnings per
share and book value per share of outstanding shares of common stock and such
additional shares could be used to dilute the stock ownership or voting rights
of a person seeking to obtain control of our company.
The Board of Directors is not currently aware of any attempt to take over
or acquire our company. While it may be deemed to have potential anti-takeover
effects, the proposed amendment to increase the authorized common stock is not
prompted by any specific effort or takeover threat currently perceived by
management.
If the proposed amendment is approved by the stockholders, Article 4 of our
Certificate of Incorporation will be amended to read as follows:
A. The total number of shares of all classes of stock which the
Corporation will have authority to issue is one billion five million
(1,005,000,000), consisting of
1. Five million (5,000,000) shares of preferred stock, par value
one-tenth of one cent ($0.001) per share (the "Preferred Stock"); and
2. One billion (1,000,000,000) shares of common stock, par value
one-tenth of one cent ($0.001) per share (the "common stock").
The additional shares of common stock to be authorized pursuant to the
proposed amendment will have a par value of $0.001 per share and be of the same
class of common stock as is currently authorized under the Certificate. We do
not have any current intentions, plans, arrangements, commitments or
understandings to issue
15
any shares of our capital stock except in connection with our existing stock
option and purchase plans and as stock dividends to holders of outstanding
stock.
VOTE REQUIRED AND BOARD OF DIRECTORS' RECOMMENDATION
The affirmative vote of a majority of the shares of outstanding common
stock is required for approval of this proposal. Abstentions and broker
non-votes will be counted as present for purposes of determining if a quorum is
present. Abstentions and broker non-votes will have the same effect as a
negative vote on this proposal.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDER VOTE FOR
APPROVAL OF THE AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO INCREASE THE
NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM 200,000,000 TO 1,000,000,000
SHARES.
16
RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC AUDITORS
The Board of Directors has selected Ernst & Young LLP as independent public
auditors to audit our consolidated financial statements for the fiscal year
ending April 30, 2001. Ernst & Young has acted in such capacity since its
appointment in fiscal year 1999. A representative of Ernst & Young is expected
to be present at the annual meeting, with the opportunity to make a statement if
the representative desires to do so, and is expected to be available to respond
to appropriate questions.
VOTE REQUIRED AND BOARD OF DIRECTORS' RECOMMENDATION
The affirmative vote of a majority of the votes cast affirmatively or
negatively at the annual meeting of stockholders at which a quorum representing
a majority of all outstanding shares of our common stock is present and voting,
either in person or by proxy, is required for approval of this proposal.
Abstentions and broker non-votes will each be counted as present for purposes of
determining the presence of a quorum. Neither abstentions nor broker non-votes
will have any effect on the outcome of the proposal.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE APPOINTMENT
OF ERNST & YOUNG AS FINISAR'S INDEPENDENT PUBLIC AUDITORS FOR THE FISCAL YEAR
ENDING APRIL 30, 2001.
17
STOCKHOLDER PROPOSALS TO BE PRESENTED
AT NEXT ANNUAL MEETING
We have an advance notice provision under our bylaws for stockholder
business to be presented at meetings of stockholders. Such provision states that
in order for stockholder business to be properly brought before a meeting by a
stockholder, such stockholder must have given timely notice thereof in writing
to our Secretary. A stockholder proposal to be timely must be received at our
principal executive offices not less than 120 calendar days in advance of the
one year anniversary of the date our proxy statement was released to
stockholders in connection with the previous year's annual meeting of
stockholders; except that (i) if no annual meeting was held in the previous
year, (ii) if the date of the annual meeting has been changed by more than
thirty calendar days from the date contemplated at the time of the previous
year's proxy statement or (iii) in the event of a special meeting, then notice
must be received not later than the close of business on the tenth day following
the day on which notice of the date of the meeting was mailed or public
disclosure of the meeting date was made.
Proposals of stockholders intended to be presented at the next annual
meeting of the stockholders of Finisar must be received by us at our offices at
1308 Moffett Park Drive, Sunnyvale, California 94089 no later than April 20,
2001 and satisfy the conditions established by the Securities and Exchange
Commission for stockholder proposals to be included in our proxy statement for
that meeting.
18
TRANSACTION OF OTHER BUSINESS
At the date of this Proxy Statement, the Board of Directors knows of no
other business that will be conducted at the 2000 annual meeting of stockholders
of Finisar Corporation other than as described in this Proxy Statement. If any
other matter or matters are properly brought before the meeting, or any
adjournment or postponement of the meeting, it is the intention of the persons
named in the accompanying form of proxy to vote the proxy on such matters in
accordance with their best judgment.
By Order of the Board of Directors
Stephen K. Workman
SECRETARY
November 6, 2000
19