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):
July 28, 2005
Finisar Corporation
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation)
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000-27999
(Commission File No.)
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94-3038428
(I.R.S. Employer Identification
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1308 Moffett Park Drive
Sunnyvale, CA 94089
(Address of principal executive offices)
Registrant’s telephone number, including area code:
(408) 548-1000
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 Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Item 5.02 |
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Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. |
(d) On July 28, 2005, Robert N. Stephens and Dominique Trempont were elected to the Board of
Directors of Finisar Corporation (“Finisar”), with such election to be effective as of August 31,
2005, the date of next meeting of the Board of Directors of Finisar. At that meeting, the Board of
Directors will determine which committees of the Board of Directors Messrs. Stephens and Trempont
will be appointed to.
Mr. Stephens served as the Chief Executive Officer since April 1999 and President since
October 1998 of Adaptec, Inc, a storage solutions provider, until his retirement in May 2005. Mr.
Stephens joined Adaptec in November 1995 as Chief Operating Officer. Before joining Adaptec, Mr.
Stephens was the founder and chief executive officer of Power I/O, a company that developed serial
interface solutions and silicon expertise for high-speed data networking, that was acquired by
Adaptec in 1995. Prior to founding Power I/O, Mr. Stephens was President and CEO of Emulex
Corporation, which designs, develops, and supplies Fibre Channel host bus adapters. Before joining
Emulex, Mr. Stephens was senior vice president, general manger, and founder of the Microcomputer
Products Group at Western Digital Corporation. He began his career at IBM, where he served over 15
years in a variety of management positions. Mr. Stephens holds bachelor’s and master’s degrees
from San Jose State University.
Mr. Trempont has been a CEO in residence at Battery Ventures since August 2003. Prior to
joining Battery Ventures, Mr. Trempont was Chairman, President and Chief Executive Officer of
Kanisa, Inc., a software company focused on enterprise self-service applications, from November
1999 to November 2002. Mr. Trempont was President and Chief Executive Officer of Gemplus
Corporation, a smart card company, from May 1997 to June 1999. Prior to Gemplus, Mr. Trempont
served as Chief Financial Officer and later Chief Operating Officer at NeXT Software. Mr. Trempont
began his career at Raychem Corporation, a high-tech material science company focused on
telecommunications, electronics, automotive and other industries. Mr. Trempont received an
undergraduate degree in Economics from College Saint Louis (Belgium), a B.A. in Business
Administration and Computer Sciences from the University of Louvain (Belgium) and a masters in
Business Administration from INSEAD (France).
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| Item 5.03 |
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
(a) On July 28, 2005, the Board of Directors of Finisar adopted resolutions pursuant to
Section 2.1 of Finisar’s Bylaws to fix the authorized number of directors at eight. Finisar’s
Bylaws, as amended, are filed as Exhibit 3.4 to Finisar’s Annual Report on Form 10-K filed with the
Commission on July 29, 2005, which is incorporated herein by reference.
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| Item 9.01 |
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Financial Statements and Exhibits. |
(c) Exhibits.
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| Exhibit No. |
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Description |
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99.1
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Press Release dated August 2, 2005 announcing the election
of two new members of the Board of
Directors of Finisar Corporation. |