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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: March 12, 2009
(Date of Earliest Event Reported)
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
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Commission File Number
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(I.R.S. Employer |
| incorporation or organization)
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Identification Number) |
549 Baltic Way
Sunnyvale, CA 94089
(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):
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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)) |
TABLE OF CONTENTS
Item 8.01. Other Events.
On
March 12, 2009, Harmonic Inc., a Delaware corporation (“Harmonic” or the “Registrant”), completed its acquisition
of Scopus Video Networks Ltd., a company organized under the laws of the State of Israel
(“Scopus”), pursuant to a previously-announced Agreement and Plan of Merger (the “Merger
Agreement”), dated as of December 22, 2008, by and among Harmonic, Sunrise Acquisition Ltd., a
company organized under the laws of the State of Israel and a wholly owned subsidiary of Harmonic
(“Merger Sub”), and Scopus. Pursuant to the Merger Agreement, Merger Sub was merged with and into
Scopus (the “Merger”), with Scopus continuing as the surviving corporation and as a wholly-owned subsidiary of Harmonic.
Subject to the terms and conditions of the Merger Agreement, at the effective time and as a
result of the Merger:
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Each ordinary share of Scopus, par value NIS 1.40 per share (the “Scopus
Ordinary Shares”), issued and outstanding immediately prior to the effective time
of the Merger, was cancelled and converted into the right to receive a cash amount
of $5.62, without interest, less any applicable withholding (the “Per Share Merger
Consideration”); and |
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Each of Scopus’ vested or unvested options to purchase shares of Scopus ordinary
shares (each a “Scopus Option”) outstanding at the effective time of the Merger was
cancelled automatically, and each such vested Scopus option was converted into the
right to receive a lump sum cash payment (less any applicable withholding) equal to
the product obtained by multiplying (x) the total number of shares of Scopus
Ordinary Shares subject to such vested Scopus Option immediately prior to the
effective time of the Merger by (y) the excess, if any, of the Per Share Merger
Consideration over the exercise price per share of Scopus Ordinary Shares subject
to such vested Scopus Option. |
In total, net of cash held by Scopus, the total enterprise value of Scopus was approximately
$50 million, net of Scopus’ cash and short-term investments.
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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.
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HARMONIC INC. |
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Date: March 12, 2009
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By:
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/s/ Robin N. Dickson
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Name:
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Robin N. Dickson |
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Chief Financial Officer |
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