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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (date of earliest event reported): October 14, 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
No.) |
1308 Moffett Park Drive
Sunnyvale, CA 94089
(Address of principal executive offices)
Registrants 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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement.
At the 2005 Annual Meeting of Stockholders of Finisar Corporation (the Company) held on
October 14, 2005, the Companys stockholders approved the amendment and restatement of the
Companys 1999 Stock Option Plan, which was renamed the 2005 Stock Incentive Plan (the Plan).
The amendment and restatement of the Plan was adopted by the Companys Board of Directors on
September 8, 2005, subject to approval of the Companys stockholders, and became effective with
such stockholder approval on October 14, 2005.
The principal changes to the Plan effected by the amendment and restatement are to: expand
the types of stock-based awards available under the Plan so as to include stock appreciation
rights, restricted stock units and other stock-based awards which vest upon the attainment of
designated performance goals or the satisfaction of specified service requirements or, in the case
of certain restricted stock units or other stock-based awards, become payable upon the expiration
of a designated time period following such vesting events, including (without limitation) a
deferred distribution date following the termination of the individuals service with the Company;
establish a net counting procedure so that the share reserve is reduced only by the actual number
of shares issued under the Plan, and not by the gross number of shares subject to the awards made
thereunder; eliminate the ability of individuals to exercise their options or otherwise acquire
shares under the Plan by delivering promissory notes; and extend the term of the Plan to August 30,
2015.
A more detailed description of the terms of the Plan can be found in Proposal No. 2 -
Approval of Amendment and Restatement of 1999 Stock Option Plan in the Companys definitive proxy
statement for the 2005 Annual Meeting of Stockholders, filed with the Securities and Exchange
Commission on September 15, 2005, which is incorporated by reference herein. The foregoing summary
of the amendments to the Plan and the summary incorporated by reference from the Proxy Statement
are qualified in their entirety by the full text of the Plan filed herewith as Exhibit 99.1 and
incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
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Exhibit No. |
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Description |
99.1
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Finisar Corporation 2005 Stock Incentive Plan |
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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: October 19, 2005
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Finisar Corporation
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By: |
/s/ Stephen K. Workman
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Stephen K. Workman |
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Senior Vice President, Finance,
Chief Financial Officer and Secretary |
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EXHIBIT INDEX
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Exhibit |
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No. |
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Description |
99.1
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Finisar Corporation 2005 Stock Incentive Plan |