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): May 2, 2006
HARMONIC INC.
(Exact name of Registrant as specified in its charter)
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| Delaware
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0-25826
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77-0201147 |
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(State or other jurisdiction of
incorporation or organization)
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Commission File Number
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(I.R.S. Employer
Identification Number) |
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)
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)) |
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers.
On May 2, 2006, the Board of Directors of Harmonic Inc., a Delaware corporation (the “Company”),
appointed Patrick Harshman, age 41, as President and Chief Executive Officer of the Company,
effective May 4, 2006. Dr. Harshman succeeds Anthony Ley as President and Chief Executive Officer,
who is retiring from active, full-time service with the Company, but will continue in his position
as Chairman of the Board of Directors. Mr. Harshman was also elected to a position on the Board of
Directors, effective May 4, 2006.
Dr. Harshman joined the Company in 1993 and has held key leadership positions in marketing,
international sales, and research and development. In December 2005, he was appointed Executive
Vice President responsible for the majority of the Company’s operational functions, including the
unified digital video and broadband optical networking divisions as well as global manufacturing.
Prior to the consolidation of the Company’s product divisions, Dr. Harshman held the position of
President of the Convergent Systems division and, for more than four years, was President of the
Broadband Access Networks division. Before that, Dr. Harshman was Vice President of Marketing,
responsible for the Company’s digital video and fiber optic transmission product lines. Dr.
Harshman earned a Ph.D. in Electrical Engineering from the University of California, Berkeley and
completed an Executive Management Program at Stanford University.
In addition, effective May 4, 2006, Dr. Harshman was granted an option to purchase 150,000 shares
of the Company’s common stock (the “Option”), at an exercise price per share equal to the fair
market value of the Company’s common stock on the effective date of the grant. One-quarter of the
shares subject to the Option vest one year after the effective date of grant and an additional
1/48th of the shares subject to the Option vest at the end of each month thereafter, contingent on
Dr. Harshman’s continued service as an employee of the Company. The term of the Option is seven
years.
On May 4, 2006, the Company issued a press release regarding the changes in management and the
Board of Directors, a copy of which is attached as Exhibit 99.1 hereto.
Item 9.01. Financial Statements and Exhibits.
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99.1
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Harmonic Inc. press release dated May 4, 2006 announcing the
changes in management and the Board of Directors. |