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):  April 17, 2018

 

NEOPHOTONICS CORPORATION

(Exact name of registrant as specified in its charter)

 

DELAWARE

 

001-35061

 

94-3253730

(State of incorporation)

 

(Commission File No.)

 

(IRS Employer Identification No.)

 

NeoPhotonics Corporation

2911 Zanker Road

San Jose, California 95134

(Address of principal executive offices and zip code)

 

Registrant’s telephone number, including area code: (408) 232-9200

 

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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company                                              o

 

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. o

 

 

 


 

ITEM 2.02          RESULTS OF OPERATIONS AND FINANCIAL CONDITION

 

On April 17, 2018, NeoPhotonics Corporation (the “Company”) issued a press release regarding the U.S. Department of Commerce’s order regarding ZTE Corporation, which order prohibits ZTE Corporation from receiving items subject to export administration regulations.  The press release included the following statement regarding the Company’s fiscal quarter ended March 31, 2018:  “As of March 31, 2018, the Company held products in inventory designated for ZTE that were valued at approximately $1.5 million that will be written off in the first quarter.”

 

The information contained in this Item 2.02 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and shall not be incorporated by reference in any registration statement or other document filed under the Securities Act or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filings, except as shall be expressly set forth by specific reference in such a filing.

 

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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.

 

Date: April 18, 2018

NEOPHOTONICS CORPORATION

 

 

 

By:

/s/ Elizabeth Eby

 

 

Elizabeth Eby

 

 

Senior Vice President, Finance and Chief Financial Officer

 

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