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): December 9,
2008
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Lumera
Corporation
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(Exact
name of registrant as specified in its charter)
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Delaware
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001-32246
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91-2011728
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(State
of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification
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Number)
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19910
North Creek Parkway, Bothell, Washington
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98011
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(Address
of principal executive offices)
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(Zip
code)
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Registrant's
telephone number, including area code: (425)
415-6900
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
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o
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Written
communications pursuant to Rule 425 under the Securities
Act
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange
Act
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act
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On
December 9, 2008, Lumera Corporation, a Delaware corporation (“Lumera”), and
GigOptix LLC, an Idaho limited liability company (“GigOptix”), completed their
combination by merger pursuant to the Agreement and Plan of Merger, dated as of
March 27, 2008, by and among GigOptix, Lumera, GigOptix, Inc. (the "Company"),
Galileo Merger Sub G, LLC and Galileo Merger Sub L, Inc (the “Merger
Agreement”). In accordance with the Merger Agreement, Galileo Merger Sub L, Inc.
merged with and into Lumera and Galileo Merger Sub G, LLC merged with and into
GigOptix. Lumera and GigOptix were the surviving corporations of the mergers and
are wholly-owned subsidiaries of the Company.
Immediately
before the completion of the merger transactions, the common stock of Lumera was
registered under Section 12(b) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”). On December 9, 2008, in connection with the
completion of the merger transactions, the Company’s common stock, par value
$0.001 per share, is deemed registered under Section 12(g) of the Exchange
Act by operation of paragraph (a) of Rule 12g-3 under the Exchange Act. As
a result, the Company has succeeded to the reporting status of Lumera under the
Exchange Act and Lumera hereby reports this succession in accordance with Rule
12g-3(f) under the Exchange Act.
ITEM
9.01.
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Financial Statements and
Exhibits.
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99.1
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Press
Release issued by the Company on December 9,
2008
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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.
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LUMERA
CORPORATION
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By:
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/s/ Peter
J. Biere
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Name:
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Peter
J. Biere
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Title:
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Chief
Financial Officer and Treasurer
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Date:
December 9, 2008
EXHIBIT
INDEX
Exhib
it
Number
Description
99.1
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Press
Release issued by the Company on December 9,
2008
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