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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):
June 6, 2006
Finisar Corporation
(Exact name of registrant as specified in its charter)
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| Delaware
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000-27999
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94-3038428 |
(State or other jurisdiction of
incorporation)
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(Commission File No.)
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(I.R.S. Employer Identification
No.) |
1389 Moffett Park Drive
Sunnyvale, CA 94089
(Address of principal executive offices)
Registrant’s 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):
o 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 1.01 Entry into a Material Definitive Agreement.
Executive Officer Compensation
On June 6, 2006, the Board of Directors (the “Board”) of Finisar Corporation (the “Company”),
on the recommendation of the Compensation Committee of the Board (the “Compensation Committee”),
approved the following cash bonuses for fiscal 2006 and the following base salaries for fiscal 2007
for the following named executive officers, effective May 1, 2006:
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Annual Salary for |
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Fiscal 2007, beginning |
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Bonus for Service in |
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Title |
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May 1, 2006 |
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Fiscal 2006 |
Jerry S. Rawls |
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President and Chief Executive Officer |
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400,000 |
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125,000 |
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Joseph A. Young |
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Senior Vice President and General Manager, Optics Division |
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325,000 |
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$ |
75,000 |
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David Buse |
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Senior Vice President and General Manager, Network Tools Division |
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280,000 |
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$ |
75,000 |
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Anders Olsson |
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Senior Vice President, Engineering |
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275,000 |
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$ |
50,000 |
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Stephen K. Workman |
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Senior Vice President, Finance, and Chief Financial Officer |
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250,000 |
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$ |
50,000 |
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On the same date, the Board, on the recommendation of the Compensation Committee, approved
target bonus levels for fiscal 2007 for the Company’s executive
officers, such bonuses to be determined at the end of the year based
on the Company’s financial performance and the achievement of the officers’ individual performance
objectives. The target bonuses represent the following percentages of
the executive officers’ base salaries: (i) Jerry S.
Rawls, 63%; (ii) Joseph A. Young, 37%; (iii) David
Buse, 36%; (iv) Anders Olsson, 33%; and (v) Stephen K.
Workman, 40%.
Director Compensation
On June 6, 2006, the Board, on the recommendation of the Nominating and Corporate Governance
Committee of the Board, revised the cash compensation for non-employee directors for fiscal 2007.
Each non-employee director will receive an annual retainer of $30,000, $2,000 for attendance in
person at each meeting of the Board or committee (with meetings of the Board and all committees
held within any 24 hour period considered to be a single meeting) and $500 for attendance at such
meetings via telephone. In addition, members of the Audit Committee will receive an annual
retainer of $10,000, the Chairman of the Audit Committee will receive $5,000 for annual service in
such capacity, members of the Compensation Committee and the Nominating and Corporate Governance
Committee will receive an annual retainer of $5,000, and the Chairman of the Compensation Committee
and the Nominating and Corporate Governance Committee will each receive $2,500 for annual service
in such capacity. Non-employee directors will continue to be reimbursed for reasonable
out-of-pocket expenses incurred in attending Board or committee meetings. Finally, non-employee
directors will continue to be eligible for stock options.
2
Option Grants to Executive Officers and Directors
On June 6, 2006, the Board, on the recommendation of the Compensation Committee, approved
grants of options to purchase shares of the Company’s common stock at an exercise price of $4.63
per share, the closing price of the common stock on the date of grant, to each of the following
executive officers:
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| Name |
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Title |
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No. of Shares |
Jerry S. Rawls |
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President and Chief Executive Officer |
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400,000 |
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Joseph A. Young |
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Senior Vice President and General Manager, Optics Division |
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200,000 |
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David Buse |
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Senior Vice President and General Manager, Network Tools Division |
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100,000 |
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Anders Olsson |
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Senior Vice President, Engineering |
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100,000 |
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Stephen K. Workman |
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Senior Vice President, Finance, and Chief Financial Officer |
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75,000 |
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Each option will vest and become exercisable to the extent of twenty percent (20%) of the shares
subject to the option on each of the first five anniversaries of the date of grant, subject to the
optionee’s continued employment with the Company. The options will expire on June 6, 2016.
On June 6, 2006, the Board, on the recommendation of the Nominating and Corporate Governance
Committee, also granted options to purchase 20,000 shares of the Company’s common stock at an
exercise price of $4.63 per share, the closing price of the common stock on the date of grant, to
each non-employee director: Roger C. Ferguson, David C. Fries,
Frank H. Levinson, Larry D. Mitchell, Robert N.
Stephens and Dominique Trempont. The options granted to the non-employee directors will vest and
become exercisable on the first anniversary of the date of grant, in each case subject to the
optionee’s continued service as a director. The options will expire on June 6, 2016.
Each option was granted pursuant to the Company’s 2005 Stock Incentive Plan and the standard
form of option agreement used for the grant of options under such plan.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit No. |
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Description |
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99.1
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Form of Stock Option Agreement for options granted under the 2005 Stock Incentive Plan |
3
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: June 7, 2006
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Finisar Corporation |
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By:
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/s/ Stephen K. Workman |
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Stephen K. Workman
Senior Vice President, Finance,
Chief Financial Officer and Secretary |
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4
EXHIBIT INDEX
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| Exhibit No. |
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Description |
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99.1
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Form of Stock Option Agreement for options granted under the
2005 Stock Incentive Plan (Incorporated by reference to
Exhibit 10.1 to the Company’s Form 8-K Report filed on June
14, 2005) |