Form 8-K

 

 

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, 2013

 

 

HARMONIC INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   000-25826   77-0201147

(State or other jurisdiction of

incorporation or organization)

  Commission File Number  

(I.R.S. Employer

Identification No.)

4300 North First Street

San Jose, CA 95134

(408) 542-2500

(Address, including zip code, and telephone number, including area code,

of registrant’s principal executive offices)

 

 

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):

 

  ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


TABLE OF CONTENTS

 

Item 5.02

  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers  
Item 8.01   Other Events  
Item 9.01   Financial Statements and Exhibits  
SIGNATURES  
EXHIBIT INDEX  

 

 

 

 


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 17, 2013, Lewis Solomon informed Harmonic Inc. (the “Company”) of his intention to retire from the Company’s board of directors (the “Board”) prior to the Company’s 2013 Annual Meeting of Stockholders. Mr. Solomon’s retirement is not the result of any disagreement with the Company relating to the Company’s operations, policies or practices.

On April 18, 2013, the Board appointed Patrick Gallagher as chairman.

 

Item 8.01 Other Events.

On April 22, 2013, the Company issued a press release regarding Mr. Solomon’s retirement, the appointment of Mr. Gallagher as chairman and certain other matters, a copy of which is filed as Exhibit 99.1 to this Form 8-K and is incorporated by reference herein.

Also on April 22, 2013, the Company issued a press release regarding its intention to repurchase up to $100 million of its common stock through a modified “Dutch Auction” tender offer, a copy of which is filed as Exhibit 99.2 to this Form 8-K and is incorporated by reference herein.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit

Number

  

Description

99.1    Press release of Harmonic Inc., issued on April 22, 2013
99.2    Press release of Harmonic Inc., issued on April 22, 2013


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.

 

HARMONIC INC.
Date: April 22, 2013
By:   /s/Carolyn V. Aver
  Carolyn V. Aver
  Chief Financial Officer

 

 

 

 


EXHIBIT INDEX

 

Exhibit

Number

  

Description

99.1    Press release of Harmonic Inc., issued on April 22, 2013
99.2    Press release of Harmonic Inc., issued on April 22, 2013