- Current report filing (8-K)
07 Mayo 2010 - 4:22PM
Edgar (US Regulatory)
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 6, 2010
OCLARO, INC.
(Exact name of Registrant as specified in its charter)
000-30684
(Commission file number)
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Delaware
(State or other jurisdiction of
incorporation or organization)
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20-1303994
(I.R.S. Employer Identification Number)
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2584 Junction Avenue, San Jose, California 95134
(Address of principal executive offices, zip code)
(408) 383-1400
(Registrants telephone number, including area code)
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 1.01
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Entry into a Material Definitive Agreement.
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On May 6, 2010, Oclaro, Inc. (the Company) entered into an underwriting agreement (the
Underwriting Agreement) with Morgan Stanley & Co. Incorporated and Citigroup Global Markets Inc.,
acting as representatives of the several underwriters named in Schedule II to the Underwriting
Agreement (the Underwriters), providing for the sale to the public of up to 6,000,000 shares of
the Companys common stock, par value $0.01 per share (the Common Stock), at $12.00 per share.
The Company has also granted the Underwriters a 30-day option to purchase up to an additional
900,000 shares to cover over-allotments, if any. The net proceeds to the Company from the
offering, after deducting underwriting discounts and commissions and estimated offering expenses,
are expected to be approximately $67.0 million, assuming no exercise by the Underwriters of the
over-allotment option. The Underwriting Agreement contains other terms and conditions that are
customary for transactions of this nature. The offering is expected to close on May 12, 2010,
subject to the satisfaction of customary closing conditions.
The foregoing summary is not intended to be complete and is qualified in its entirety by the
full text of the Underwriting Agreement, a copy of which is attached as Exhibit 1.1 and is
incorporated herein by reference.
A copy of the Underwriting Agreement has been included to provide security holders with
information regarding its terms. It is not intended to provide any other factual information about
the Company. The representations, warranties and covenants contained in the Underwriting Agreement
were made solely for purposes of the offering and as of specific dates, were solely for the benefit
of the parties to the Underwriting Agreement, may be subject to limitations agreed upon by the
contracting parties, including being qualified by confidential disclosures made for the purposes of
allocating contractual risk between the parties to the Underwriting Agreement instead of
establishing these matters as facts, and may be subject to standards of materiality applicable to
the contracting parties that differ from those applicable to security holders. Security holders
are not third-party beneficiaries under the Underwriting Agreement and should not rely on the
representations, warranties and covenants or any descriptions thereof as characterizations of the
actual state of facts or condition of the Company. Moreover, information concerning the subject
matter of the representations and warranties may change after the date of the Underwriting
Agreement, which subsequent information may or may not be fully reflected in the Companys public
disclosures.
The offering is being made pursuant to an existing and effective shelf registration statement
filed on Form S-3 (File No. 333-145665) with the Securities and Exchange Commission (the SEC), as
supplemented by a preliminary prospectus supplement dated April 29, 2010 and a final prospectus
supplement dated May 6, 2010, each filed with the SEC pursuant to Rule 424(b) under the Securities
Act of 1933, as amended.
The opinion of Jones Day regarding the validity of the shares of Common Stock being offered is
filed as Exhibit 5.1 hereto.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit No.
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Description
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1.1
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Underwriting Agreement, dated May 6, 2010, by and among the
Company, Morgan Stanley & Co. Incorporated and Citigroup
Global Markets Inc., acting as representatives of the several
underwriters named in Schedule II therein.
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5.1
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Opinion of Jones Day
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23.1
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Consent of Jones Day (included in Exhibit 5.1)
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SIGNATURE
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.
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OCLARO, INC.
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Date: May 7, 2010
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By:
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/s/ Jerry Turin
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Jerry Turin
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Chief Financial Officer
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