Optium Corp - Filing of certain prospectuses and communications in connection with business combination transactions (425)
July 29 2008 - 4:02PM
Edgar (US Regulatory)
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): July 25, 2008
Finisar
Corporation
(Exact name of
registrant as specified in its charter)
Delaware
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000-27999
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94-3038428
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(State or other
jurisdiction of
incorporation)
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(Commission File
No.)
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(I.R.S. Employer
Identification
No.)
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1389
Moffett Park Drive
Sunnyvale, CA 94089
(Address of principal executive offices)
Registrants
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):
x
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 8.01. Other
Events
On
July 25, 2008, Finisar Corporation (Finisar) received notice from the
staff of the Securities and Exchange Commission (the SEC) that the SECs
informal investigation into Finisars historical stock option granting
practices had been terminated and that no enforcement action had been
recommended.
Important Additional Information
In
connection with the proposed combination of Finisar and Optium Corporation (Optium),
Finisar has filed with the SEC a Registration Statement on Form S-4
containing a Joint Proxy Statement/Prospectus and Optium has filed with the SEC
the same Joint Proxy Statement/Prospectus. The definitive Joint Proxy
Statement/Prospectus has been mailed to the stockholders of Finisar and Optium. Each company will also file with the SEC from
time to time other documents relating to the proposed combination.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ CAREFULLY THE JOINT PROXY
STATEMENT/PROSPECTUS AS FILED WITH THE SEC, AND OTHER DOCUMENTS FILED BY EITHER
FINISAR OR OPTIUM WITH THE SEC RELATING TO THE PROPOSED COMBINATION WHEN THEY
ARE FILED, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
COMBINATION.
Copies
of the documents filed with the SEC by Finisar or Optium may be obtained free
of charge from the SEC website maintained at www.sec.gov. In addition,
Finisars SEC filings may be obtained free of charge from Finisars website
(www.finisar.com) or by calling Finisars Investor Relations department at
408-542-5050 and Optiums filings may be obtained free of charge from Optiums
website (www.optium.com) or by calling Optiums Investor Relations department
at 267-803-3801.
Each
of Finisar and Optium, and its respective directors and executive officers, may
be deemed to be participants in the solicitation of proxies from that companys
respective stockholders in connection with the proposed combination.
Information about the directors and executive officers of Finisar (including
their respective ownership of Finisar shares) and the directors and executive
officers of Optium (including their respective ownership of Optium shares) is
contained in the Joint Proxy Statement/Prospectus filed with the SEC.
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.
Date: July 29, 2008
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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
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Senior Vice President and Chief Financial
Officer
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3
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