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): March 27, 2007
HARMONIC INC.
(Exact name of Registrant as specified in its charter)
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| Delaware
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0-25826
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77-0201147 |
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(State or other jurisdiction of
incorporation or organization)
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Commission File Number
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(I.R.S. Employer
Identification Number) |
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549 Baltic Way
Sunnyvale, CA 94089
(408) 542-2500 |
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(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):
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))
TABLE OF CONTENTS
EXPLANATORY NOTE
On December 8, 2006, Harmonic Inc., a Delaware corporation (“Harmonic” or the “Company”), completed
its acquisition (the “Acquisition”) of the video networking software business of Entone
Technologies, Inc., a Delaware corporation (“Entone”), pursuant to a previously-announced Agreement
and Plan of Merger, dated as of August 21, 2006, and amended as of November 29, 2006, by and among
the Company, Edinburgh Acquisition Corporation, a Delaware corporation and a wholly-owned
subsidiary of Harmonic, Entone, Entone, Inc., a Delaware corporation and a wholly-owned subsidiary
of Entone, Entone Technologies (HK) Limited, a company organized under the laws of Hong Kong and an
indirect wholly-owned subsidiary of Entone, Jim Jones, as stockholders’ representative, and U.S.
Bank, National Association, as escrow agent.
In connection with the Acquisition, on February 22, 2007, the Company filed with the Securities and
Exchange Commission (the “SEC”) certain financial statements and pro forma financial information
required by parts (a) and (b) of Item 9.01 of Form 8-K.
Pursuant to this Current Report on Form 8-K, the Company hereby furnishes to the SEC the unaudited
pro forma condensed combined statement of operations of Harmonic for the year ended December 31,
2006 (the “Pro Forma Statement of Operations”), to give effect to the Company’s acquisition of
Entone as if it had occurred on January 1, 2006. The Pro Forma Statement of Operations is
furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
b. Pro forma financial information.
The unaudited pro forma condensed combined statement of operations for the
year ended December 31, 2006 is attached hereto as Exhibit 99.1. This pro forma
condensed combined statement of operations gives effect to the Company’s acquisition
of Entone as if it had occurred on January 1, 2006.
d. Exhibits.
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| Exhibit No. |
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Description |
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99.1
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Unaudited pro forma condensed combined statement of operations of Harmonic Inc. for the year ended December
31, 2006. |