Prepared by MERRILL CORPORATION
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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 10, 2001

FINISAR CORPORATION
(Exact name of registrant as specified in its charter)


Delaware
  000-27999
  94-3038428
(State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification No.)

1308 Moffett Park Drive
Sunnyvale, California 94089
(Address of principal executive offices) (Zip Code)


Registrant's telephone number, including area code: (408) 548-1000

Not Applicable
(Former name or former address, if changed since last report)




Item 5. Other Matters.

    On September 10, 2001, Finisar Corporation announced the proposed offering of $200 million of convertible subordinated notes due 2008 in a private placement. Attached as an exhibit is a press release announcing the proposed offering.

Item 7. Financial Statements and Exhibits.


Exhibit No.
  Description

99.2   Press release dated September 10, 2001


SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

    FINISAR CORPORATION

Date: September 10, 2001

 

By:

 

/s/ 
STEPHEN K. WORKMAN   
Stephen K. Workman
Vice President, Finance and
Chief Financial Officer


EXHIBIT INDEX

Exhibit No.
  Description

99.2   Press release dated September 10, 2001



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SIGNATURES
EXHIBIT INDEX