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):

October 9, 2014

Finisar Corporation

(Exact name of registrant as specified in its charter)

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

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

[ ] 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))

Item 8.01    Other Events.

On October 9, 2014, Finisar Corporation (the “Company”) issued a press release announcing that on October 29, 2014, it will redeem all of the Company’s outstanding 5.0% Convertible Senior Notes (the “Convertible Notes”) due 2029 (CUSIP Numbers 31787AAJ0 and 31787AAK7). The Convertible Notes were issued pursuant to an indenture (the “Indenture”), dated as of October 15, 2009, by and among the Company and Wells Fargo Bank, N.A, as trustee for the Convertible Notes (the “Trustee”). The Trustee distributed a Notice of Redemption to all registered holders of the Convertible Notes on October 9, 2014.

As of October 9, 2014, there was approximately $40,015,000 aggregate principal amount of the Convertible Notes outstanding. Upon completion of the redemption, no Convertible Notes will remain outstanding. Unless earlier converted by the holders into shares of Finisar’s common stock prior to the redemption date, the Convertible Notes will be redeemed for cash at a redemption price equal to 100% of the principal amount of the Convertible Notes, together with accrued and unpaid interest thereon to, but excluding, the redemption date. The Convertible Notes are being redeemed pursuant to the Company’s optional redemption right and related provisions in the Indenture. Any cash required by Finisar for the redemption will come from cash on hand.

The information contained in this Current Report on Form 8-K does not constitute a notice of redemption of the Convertible Notes. Holders of the Convertible Notes should refer to the notice of redemption delivered by the Trustee to the registered holders of the Convertible Notes.    

The press release is as attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release, dated October 9, 2014.

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: October 10, 2014

Finisar Corporation

By:/s/ Christopher E. Brown

Christopher E. Brown

Executive Vice President and Chief Counsel

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release, dated October 9, 2014.

EX-99.1

Exhibit 99.1

F i n i s a r

October 9, 2014

Finisar Announces Redemption of 5.0% Convertible Senior Notes due 2029

SUNNYVALE, CA -- (Marketwired) -- 10/09/14 -- Finisar Corporation (NASDAQ: FNSR), a global technology leader for subsystems and components for fiber optic communications, announced today that it has given notice of its intention to redeem all of the outstanding 5.0% Convertible Senior Notes (the “Convertible Notes”) due 2029 (CUSIP Numbers 31787AAJ0 and 31787AAK7) on October 29, 2014. As of October 9, 2014, there was approximately $40,015,000 aggregate principal amount of the Convertible Notes outstanding. Unless earlier converted by the holders into shares of Finistar’s common stock prior to the redemption date, the Convertible Notes will be redeemed for cash at a redemption price equal to 100% of the principal amount of the Convertible Notes, together with accrued and unpaid interest thereon to, but excluding, the redemption date. Any cash required by Finisar for the redemption will come from cash on hand.

The Convertible Notes are convertible at any time prior to 5:00 p.m., New York City Time, on October 28, 2014, at a rate of 93.6768 shares of Finisar’s common stock for each $1,000 principal amount of Convertible Notes, or a Conversion Price of approximately $10.68 per share. As of October 8, 2014, the closing sale price of Finisar common stock, as reported on the NASDAQ Global Select Market, was $15.83 per share.

Wells Fargo Bank, N.A., the trustee for the Convertible Notes, is distributing a Notice of Redemption to all registered holders of the Convertible Notes on October 9, 2014. Copies of such Notice of Redemption and additional information relating to the procedure for redemption and/or conversion of the Convertible Notes may be obtained from Wells Fargo Bank, N.A. by calling (800) 344-5128, Option 0, Attn. Bondholder Communications.

This announcement does not constitute an offer to buy or sell or the solicitation of an offer to sell or buy securities in any jurisdiction.

SAFE HARBOR UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This press release contains forward-looking statement concerning Finisar’s expected financial performance. These statements are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on our current expectations, estimates, assumptions and projections about our business and industry, and the markets and customers we serve, and they are subject to numerous risks and uncertainties that may cause these forward-looking statements to be inaccurate. 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; intensive competition; and the uncertainty of achieving anticipated

cost savings and synergies in connection with the recently completed u2t acquisition. 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 June 26, 2014) and quarterly SEC filings.

ABOUT FINISAR

Finisar Corporation (NASDAQ: FNSR) is a global technology leader for fiber optic subsystems and components that enable high-speed voice, video and data communications for telecommunications, networking, storage, wireless, and cable TV applications. For 25 years, Finisar has provided critical optics technologies to system manufacturers to meet the increasing demands for network bandwidth. Finisar is headquartered in Sunnyvale, California, USA with R&D, manufacturing sites, and sales offices worldwide. For additional information, visit www.finisar.com.

Investor contact:

Kurt Adzema

Chief Financial Officer

408-542-5050

Investor.relations@finisar.com

Press contact:

Victoria McDonald

Director, Corporate Communications

408-542-4261