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): November 28, 2007
HARMONIC INC.
(Exact name of Registrant as specified in its charter)
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| Delaware
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000-25826
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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) |
549
Baltic Way
Sunnyvale, CA 94089
(Address of principal executive offices) (Zip Code)
(408) 542-2500
(Registrant’s telephone number, including area code)
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):
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[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
EXPLANATORY NOTE
On August 6, 2007, Harmonic Inc., a Delaware corporation (“Harmonic” or the “Company”), filed a
Current Report on Form 8-K to report the completion of its acquisition (the
“Acquisition”) of Rhozet Corporation, a California corporation (“Rhozet”), pursuant to a
previously-announced Agreement and Plan of Merger, dated as of July 25, 2007, by and among the
Company, Dusseldorf Acquisition Corporation, a California corporation and a wholly-owned subsidiary
of Harmonic, Rhozet, and David Trescot, as shareholder representative.
In connection with the Acquisition, on October 15, 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 files with the SEC the unaudited
pro forma condensed combined consolidated statement of operations of Harmonic for the nine months ended
September 28, 2007 (the “Pro Forma Statement of Operations”), to give effect to the Company’s
acquisition of Rhozet as if it had occurred on January 1, 2006. The Pro Forma Statement of
Operations is filed as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
b. Pro forma financial information.
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The unaudited pro forma condensed combined consolidated
statement of operation of Harmonic Inc.
for the nine months ended September 28, 2007, is attached
hereto as Exhibit 99.1. This unaudited pro forma condensed
combined consolidated statement of operations
gives
effect to the Company’s acquisition of Rhozet as if it had occurred on January 1, 2006. |
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