UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q/A
(Amendment No. 1)
 

(Mark One)
☒         QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2019
OR
☐         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from        to
Commission File Number: 001-35061
 
NeoPhotonics Corporation
(Exact name of registrant as specified in its charter)
 
 
 
 
 
Delaware
 
94-3253730
(State or other jurisdiction
of incorporation or organization)
 
(I.R.S. Employer
Identification No.)
2911 Zanker Road
San Jose, California 95134
(Address of principal executive offices, zip code)
(408) 232-9200
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class:
 
Trading symbol(s):
 
Name of each exchange on which registered
Common Stock, $0.0025 par value
 
NPTN
 
The New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (“Exchange Act”) during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes  ☒     No   ☐     
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).     Yes  ☒     No   ☐ 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
 
Accelerated filer
x
Non-accelerated filer
 
Smaller reporting company
x
Emerging growth company
 
 
 




If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐ 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes  ☐     No   ☒ 
As of July 31, 2019 , there were approximately 47,407,654 shares of the registrant’s Common Stock outstanding. 




EXPLANATORY NOTE
NeoPhotonics Corporation ("NeoPhotonics") is filing this Amendment No. 1 to Quarterly Report on Form 10-Q (this “Amendment”) to amend NeoPhotonics’ Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2019, as filed with the Securities and Exchange Commission (the “SEC”) on August 7, 2019 (the “Form 10-Q”). This Amendment is an exhibit-only filing. This Amendment is being filed solely to include Exhibit 10.1 and Exhibit 10.2 in the Form 10-Q. Except for the inclusion of Exhibit 10.1 and Exhibit 10.2, this Amendment does not otherwise update any exhibits as originally filed or previously amended.
 
No attempt has been made in this Amendment to modify or update the other disclosures presented in the Form 10-Q. This Amendment does not reflect events occurring after the filing of the Form 10-Q or modify or update those disclosures that may be affected by subsequent events. Accordingly, this Amendment should be read in conjunction with the Form 10-Q and NeoPhotonics' other filings with the SEC.
 
In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by NeoPhotonics’ principal executive officer and principal financial officer are filed as exhibits to this Amendment (Exhibits 31.3 and 31.4). NeoPhotonics is not including certifications pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as no financial statements are being filed with this Amendment.
 






PART II. OTHER INFORMATION
 
ITEM 6.    EXHIBITS

Exhibit
no.
 
Exhibit Description
 
Form
 
SEC File No.
 
Exhibit
 
Filing Date
 
Filed herewith
 
 
Form 8-K
 
001-35061
 
3.1
 
February 10, 2011
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Form S-1/A
 
333-166096
 
3.5
 
November 22, 2010
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Form 8-K
 
001-35061
 
10.1
 
June 19, 2019
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
X
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
X
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
X
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
101.INS*
XBRL Instance Document
 
 
101.SCH*
XBRL Taxonomy Extension Schema Document
 
 
101.CAL*
XBRL Taxonomy Extension Calculation Linkbase Document
 
 
101.DEF*
XBRL Taxonomy Extension Definition Linkbase Document
 
 
101.LAB*
XBRL Taxonomy Extension Label Linkbase Document
 
 
101.PRE*
XBRL Taxonomy Extension Presentation Linkbase Document
 
+ Management compensatory plan or arrangement.
* Previously filed with the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2019, as filed on August 7, 2019.
** These certifications were previously furnished solely to accompany the Quarterly Report on Form 10-Q pursuant to 18 U.S.C. Section 1350, and are not filed for purposes of Section 18 of the Exchange Act, as amended, and are not to be incorporated by reference into any filing of the Registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

4


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, thereunto duly authorized. 
 
NeoPhotonics Corporation
 
 
Date:
August 9, 2019
By:
/S/  ELIZABETH EBY
 
 
Elizabeth Eby
 
 
Senior Vice President, Finance and Chief Financial Officer
 
 
(Principal Financial and Accounting Officer)
 

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