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):
July 8, 2009

Finisar Corporation

(Exact name of registrant as specified in its charter)

Delaware	000-27999	94-3038428
(State or other jurisdiction of	(Commission File No.)	(I.R.S. Employer Identification
incorporation)		No.)

1389 Moffett Park Drive
Sunnyvale, CA 94089
(Address of principal executive offices)

Registrant’s telephone number, including area code:
(408) 548-1000

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))

Item 1.01 Entry into a Material Definitive Agreement.

     On July 8, 2009, Finisar Corporation (“Finisar”) entered into an Asset Purchase Agreement (the “Purchase Agreement”) with JDS Uniphase Corporation (“JDSU”), pursuant to which Finisar agreed to sell to JDSU all of the assets used exclusively in its Network Tools business (other than accounts receivable) and JDSU agreed to assume certain related liabilities of the Network Tools business for a purchase price in cash equal to approximately $40.6 million. The Purchase Agreement contains representations and warranties, covenants and indemnification customary for a transaction of this size and nature. Closing of the transaction is subject to closing conditions, including the consent of Finisar’s lender under its credit facility. The anticipated closing date of the transactions contemplated by the Purchase Agreement is July 15, 2009. As part of the transaction, Finisar will enter into a Transition Services Agreement to provide support services during a transition period.

     A copy of the press release announcing the transactions contemplated by the Purchase Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
99.1	Press Release of Finisar Corporation dated July 9, 2009

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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: July 9, 2009

Finisar Corporation
By:	/s/ Stephen K. Workman
	Stephen K. Workman
	Senior Vice President, Finance and Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release of Finisar Corporation dated July 9, 2009

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EX-99.1

Exhibit 99.1

Contact:
Steve Workman
Chief Financial Officer
408-548-1000

Victoria McDonald
Senior Manager, Corporate Communications
408-542-4261
investor.relations@Finisar.com

Finisar Announces Agreement to Sell Network Tools Business

SUNNYVALE, Calif.—(Market Wire)—July 9, 2009—Finisar Corporation (NASDAQ: FNSR), a global technology leader for fiber optic subsystems, today announced that it has entered into a definitive agreement to sell its Network Tools business (excluding accounts receivable and payables related to the business) to JDSU (NASDAQ: JDSU) for $40.6 million in cash. The sale is expected to be completed on or about July 15, 2009 after which Finisar will provide support services to JDSU during a transition period.

Finisar’s Network Tools Division has developed a leading position in the market for data protocol analysis equipment. These analyzers allow engineers, service technicians and network managers to generate and capture data at high speeds, filter the data, identify various types of intermittent errors and verify protocol compliance for SANs and LANs, including emerging technologies such as VOIP, 10GigE, iSCSI, SAS/SATA and FCoE. Because of the Company’s early work in developing the Fibre Channel standard for storage networks in 1994, it has cultivated a leading share of the test equipment market for SAN applications.

“The recent Optium merger helped underscore the fact that we are primarily an optics company and that, for the Network Tools business to continue to grow and be successful, it needs to have a larger presence and a broader product line,” said Jerry Rawls, Finisar’s executive Chairman of the Board. “I confess I have mixed emotions about the sale as we started this business in the early ‘90s and have had a long track record of successes. We have helped our SAN customers create more reliable storage networks with robust interoperability. But, the sale of this business will enable us to focus all of our attention and resources on what we do best: design next generation products for optical communications.”

“I want to wish the employees of Network Tools much success in the future,” added Rawls. “I appreciate all their hard work in creating exciting products, building a profitable business and delivering value and service to our customers.”

The Network Tools business contributed revenues of approximately $44.2 million in Finisar’s fiscal year ended April 30, 2009 and contributed in excess of $7 million in EBITDA.

Finisar noted that its previous revenue guidance of $120 to $130 million for the first quarter ending August 2, 2009 remains unchanged despite the sale of the Network Tools business, but also noted that its gross margin guidance would likely decrease slightly due to a shift in product mix, with lower revenues (due to a prorated quarter) from higher-margin Network Tools products offsetting a similar increase in optics revenues. The Company also noted that it would record a one-time nonrecurring gain in the first quarter associated with the sale.

Finisar Announces Agreement to Sell Network Tools Page 2

SAFE HARBOR UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

The statements contained in this press release that are not purely historical are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. All forward-looking statements included in this press release are based upon information available to Finisar as of the date hereof, and Finisar assumes no obligation to update any such forward-looking statements. Forward-looking statements involve risks and uncertainties which could cause actual results to differ materially from those projected. Examples of such risks include those associated with: the uncertainty of customer demand for Finisar’s products; the rapidly evolving markets for Finisar’s products and uncertainty regarding the development of these markets; Finisar’s historical dependence on sales to a limited number of customers and fluctuations in the mix of products and customers in any period; ongoing new product development and introduction of new and enhanced products; the challenges of rapid growth followed by periods of contraction; and intensive competition. Additional risks include the potential impact of pending civil litigation arising from the investigation of Finisar’s historical option granting practices. Further information regarding these and other risks relating to Finisar’s business is set forth in Finisar’s annual report on Form 10-K (filed July 9, 2009).

ABOUT FINISAR

Finisar Corporation (NASDAQ: FNSR) is a global technology leader for fiber optic subsystems that enable high-speed voice, video and data communications for networking, storage, wireless, and cable TV applications. For more than 20 years, Finisar has provided critical optics technologies to system manufacturers to meet the increasing demands for network bandwidth and storage. Finisar is headquartered in Sunnyvale, California, USA with R&D, manufacturing sites, and sales offices worldwide. For additional information, visit www.finisar.com.

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