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
July 26, 2006
Date of Report
(Date of earliest event reported)
HARMONIC INC.
(Exact name of Registrant as specified in its charter)
| |
|
|
|
|
| Delaware
|
|
0-25826
|
|
77-0201147 |
| |
(State or other jurisdiction of
incorporation or organization)
|
|
Commission File Number
|
|
(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):
| 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 2.02. Results of Operations and Financial Condition.
On July 26, 2006, Harmonic Inc. (“Harmonic”) issued a press release regarding its unaudited
financial results for the quarter ended June 30, 2006. In the press release, Harmonic also
announced that it would be holding a conference call on Wednesday, July 26, 2006, to discuss its
financial results for the quarter ended June 30, 2006. A copy of the press release is attached as
Exhibit 99.1 hereto, and the information in Exhibit 99.1 is incorporated herein by reference.
The information in this Current Report on Form 8-K and the exhibit attached hereto is being
furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that
Section, and this Current Report on Form 8-K and the exhibit attached hereto shall not be
incorporated by reference into any filing by Harmonic under the Securities Act of 1933, as amended,
or under the Exchange Act.
Use of Non-GAAP Financial Information
In establishing operating budgets, managing its business performance, and setting internal
measurement targets, the Company excludes a number of items required by GAAP. Management believes
that these accounting charges and credits, which typically are non-cash nature or affect the
period-to-period comparability of results, are not useful in managing its operations and business.
Historically, the Company has publicly presented supplemental non-GAAP measures in order to assist
the investment community to see the Company “through the eyes of management,” and thereby enhance
understanding of its operating performance. The non-GAAP measures used by management are operating
expenses, net income (loss) and net income (loss) per share. The presentation of non-GAAP
information is subject to material limitations, is not intended to be considered in isolation or as
a substitute for results prepared in accordance with GAAP and is not necessarily comparable to
non-GAAP results published by other companies. A reconciliation of non-GAAP measures to GAAP is
included with the financial statements contained in the press release attached hereto as Exhibit
99.1.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
| |
|
|
|
| Exhibit Number |
|
Description |
99.1
|
|
Press Release of Harmonic Inc., issued on July 26, 2006 |
2