- Current report filing (8-K)
July 19 2012 - 6:02AM
Edgar (US Regulatory)
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 17, 2012
OPNEXT, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-33306
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22-3761205
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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46429 Landing Parkway, Fremont, California 94538
(Address of principal executive offices, including zip code)
Registrants telephone number, including area code: (510) 580-8828
N/A
(Former name or former address, if changed since last report)
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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¨
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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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¨
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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 5.07
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SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
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On July 17, 2012, Opnext, Inc. (Opnext) held a special meeting of stockholders at which Opnexts stockholders voted on the following proposals, each of which is described in detail
in the Joint Proxy Statement/Prospectus filed with the Securities and Exchange Commission on June 13, 2012:
Proposal
1: Adoption of Merger Agreement.
The stockholders approved the adoption of the Agreement and Plan of Merger and
Reorganization, dated as of March 26, 2012 (the Merger Agreement), by and among Oclaro, Inc. (Oclaro), Tahoe Acquisition Sub, a wholly-owned subsidiary of Oclaro (Sub), and Opnext, pursuant to which Sub will
be merged with and into Opnext, with Opnext to be the surviving corporation in the merger.
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For
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Against
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Abstain
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Broker Non-votes
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60,154,097
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614,331
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3,000
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0
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Proposal 2: Adjournment of the Special Meeting.
The stockholders approved the adjournment of the special meeting, if necessary, if a quorum is present, to solicit additional proxies if
there were not sufficient votes in favor of Proposal 1 above.
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For
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Against
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Abstain
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Broker Non-votes
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58,562,965
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2,103,933
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104,530
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0
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Proposal 3: Advisory Vote on Merger-Related Compensation.
The stockholders approved the certain compensation that may be paid or become payable to Opnexts named executive officers in
connection with the consummation of the merger.
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For
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Against
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Abstain
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Broker Non-votes
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56,843,511
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1,310,640
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2,617,277
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0
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On
July 17, 2012, Opnext and Oclaro issued a joint press release announcing that Opnexts stockholders approved the adoption of the Merger Agreement. Also on July 17, 2012, at a special meeting of Oclaros stockholders, the
stockholders of Oclaro were asked to approve two proposals related to the issuance of the Oclaro shares necessary to complete the merger of Sub into Opnext. The first proposal, which was approved, was to issue Oclaro shares to the Opnext
stockholders to complete the merger. The second proposal, to increase the number of authorized Oclaro shares in order to have sufficient shares to issue to the Opnext stockholders to complete the merger, has not yet been approved by the necessary
vote. Oclaro stockholders approved a proposal to adjourn the stockholder meeting until July 23, 2012, 5 p.m. PDT, in order to solicit the additional votes required to approve the second proposal and complete the merger.
A copy of the joint press release is filed as Exhibit 99.1 and incorporated herein by reference in its entirety.
Item 9.01
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FINANCIAL STATEMENTS AND EXHIBITS
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Exhibit No.
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Description
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99.1
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Joint press release dated July 17, 2012.
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2
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.
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OPNEXT, INC.
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Dated: July 18, 2012
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/s/ Robert J. Nobile
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Robert J. Nobile
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Chief Financial Officer and Senior Vice President, Finance
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3
EXHIBIT INDEX
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Exhibit No.
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Description
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99.1
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Joint press release dated July 17, 2012.
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4
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