Optium Corp - Filing of certain prospectuses and communications in connection with business combination transactions (425)
24 7월 2008 - 10:56PM
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): July 22, 2008
Finisar
Corporation
(Exact name of registrant as specified in its charter)
Delaware
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000-27999
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94-3038428
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(State or other jurisdiction of
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(Commission File No.)
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(I.R.S. Employer Identification
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incorporation)
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No.)
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1389 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):
x
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))
Item 5.02.
Departure of Directors of Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On July 22, 2008, Frank H. Levinson tendered his resignation from
the board of directors of Finisar Corporation (Finisar), such resignation to
be effective immediately prior to the effectiveness of the pending merger of a
wholly-owned subsidiary of Finisar with Optium Corporation (Optium). Under the merger agreement with Optium,
Finisar agreed to increase the size of its board by two members, to a total of
nine members, and to appoint three current members of the Optium board of
directors to serve on the Finisar board.
Dr. Levinson has tendered his resignation for the purpose of
creating a third vacancy on the Finisar board.
Dr. Levinson, Finisars former Chief Technical Officer, will
continue to serve as a consultant to Finisar.
Finisars board has resolved to elect current Optium directors Morgan
Jones, Christopher Crespi and Eitan Gertel as Class I, Class II and Class III
members, respectively, of the Finisar board, effective immediately after the
effective time of the merger, in each case subject to such persons ability and
willingness to serve in such capacities.
Item 8.01. Other Events
On July 24, 2008, Finisar and Optium issued a joint press release
announcing that their respective stockholders would vote on the pending merger
referred to in Item 5.02 at separate meetings to be held on August 28,
2009. A copy of the joint press release is
attached as Exhibit 99.1.
Important Additional Information
In connection with the proposed combination of Finisar and Optium,
Finisar has filed with the Securities and Exchange Commission (the SEC) a
Registration Statement on Form S-4 containing a Joint Proxy Statement/ Prospectus
and Optium has filed with the SEC the same Joint Proxy
Statement/Prospectus. The definitive Joint Proxy Statement/Prospectus
will be mailed to the stockholders of Finisar and Optium within the next few
business days. Each company will also
file with the SEC from time to time other documents relating to the proposed
combination. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ CAREFULLY
THE JOINT PROXY STATEMENT/PROSPECTUS AS FILED WITH THE SEC, AND OTHER DOCUMENTS
FILED BY EITHER FINISAR OR OPTIUM WITH THE SEC RELATING TO THE PROPOSED
COMBINATION WHEN THEY ARE FILED, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED COMBINATION.
Copies of the documents filed with the SEC by Finisar or Optium may be
obtained free of charge from the SEC website maintained at www.sec.gov.
In addition, Finisars SEC filings may be obtained free of charge from Finisars
website (www.finisar.com) or by calling Finisars Investor Relations department
at 408-542-5050 and Optiums filings may be obtained free of charge from Optiums
website (www.optium.com) or by calling Optiums Investor Relations department
at 267-803-3801.
Each of Finisar and Optium, and its respective directors and executive
officers, may be deemed to be participants in the solicitation of proxies from
that companys respective stockholders in connection with the proposed
combination. Information about the directors and executive officers of
Finisar (including their respective ownership of Finisar shares) and the
directors and executive officers of Optium (including their respective
ownership of Optium shares) is contained in the Joint Proxy
Statement/Prospectus filed with the SEC.
2
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
Exhibit No.:
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Description
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Exhibit 99.1
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Joint
press release issued on July 24, 2008 by Finisar Corporation and Optium
Corporation
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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: July 24, 2008
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Finisar Corporation
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By:
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/s/ Jerry S. Rawls
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Jerry S. Rawls
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President and Chief Executive Officer
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3
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