Item 1.01 Entry into a Material Definitive Agreement
On October 8, 2009, Finisar Corporation, a Delaware corporation (the
"Company"), entered into a purchase agreement (the "Purchase Agreement") with
Piper Jaffray & Co., as the initial purchaser (the "Initial Purchaser"),
pursuant to which the Company has agreed to issue and sell, and the Initial
Purchaser has agreed to purchase, $90 million aggregate principal amount of 5.0%
Convertible Senior Notes due 2029 (the "Notes") for resale to qualified
institutional buyers pursuant to exemptions from the registration requirements
of the Securities Act of 1933, as amended (the "Act"), afforded by Section 4(2)
of the Act and Rule 144A under the Act. Pursuant to the Purchase Agreement, the
Company also granted the Initial Purchaser an option to purchase up to an
additional $10 million aggregate principal amount of the Notes solely to cover
over-allotments, if any.
The Purchase Agreement contains customary representations and warranties of
the parties and indemnification and contribution provisions whereby the Company
and the Initial Purchaser have agreed to indemnify each other against certain
liabilities. The offering of the Notes is expected to close on October 14, 2009,
subject to satisfaction of customary closing conditions.
On October 9, 2009, the Company issued a press release announcing the pricing
of the Notes. The press release is attached hereto as Exhibit 99.1 to this
Current Report on Form 8-K and is incorporated by reference in this Item 1.01.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
99.1 Press Release of Finisar Corporation dated October 9, 2009