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): December 15, 2016

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:

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 8.01 Other Events.

On December 15, 2016, Finisar Corporation (the “Company”) issued a press release (the “Launch Press Release”) announcing a proposed offering (the “Offering”), subject to market conditions and other factors, of $450.0 million aggregate principal amount of convertible senior notes due 2036 (the “Notes”) of the Company in a private placement.

On December 16, 2016, the Company issued a press release (the “Pricing Press Release”) announcing the pricing of the Offering and an upsize to $500.0 million aggregate principal amount of the Notes.

Copies of the Launch Press Release and Pricing Press Release are attached as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1Launch Press Release, dated December 15, 2016.

99.2Pricing Press Release, dated December 16, 2016.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 16, 2016

Finisar Corporation
By:	/s/ Christopher E. Brown
	Christopher E. Brown
	Executive Vice President and Chief Counsel

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Launch Press Release, dated December 15, 2016.
99.2	Pricing Press Release, dated December 16, 2016.

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EX-99.1

Exhibit 99.1

Finisar Corporation Announces Proposed $450,000,000 Offering of Convertible Senior Notes Due 2036

Sunnyvale, CA — December 15, 2016 — Finisar Corporation (NASDAQ: FNSR) (“Finisar”) today announced its intention to offer, subject to market conditions and other factors, $450,000,000 aggregate principal amount of convertible senior notes due 2036 (the “Notes”) in a private placement. Finisar also expects to grant the initial purchasers of the Notes a 30-day option to purchase up to an additional $67,500,000 aggregate principal amount of the Notes, solely to cover over-allotments.  The Notes will be offered and sold by the initial purchasers only to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Act”).

The Notes will be unsecured and unsubordinated obligations of Finisar.  Interest will be payable semi-annually in arrears on June 15 and December 15 of each year, commencing June 15, 2017.  The Notes will mature on December 15, 2036, unless earlier converted, repurchased or redeemed.

The terms of the Notes will require Finisar to repurchase such Notes at the option of the holders for cash on dates to be determined, in each case at a repurchase price equal to the principal amount thereof, plus accrued and unpaid interest to, but excluding, the repurchase date. In addition, the terms of the Notes will permit holders to require Finisar to repurchase their Notes upon the occurrence of a fundamental change at a repurchase price equal to the principal amount thereof, plus accrued and unpaid interest to, but excluding, the repurchase date.

The terms of the Notes will permit Finisar to redeem all or a part of such Notes on and after a date to be determined, at a redemption price equal to the principal amount thereof, plus accrued and unpaid interest to, but excluding, the redemption date.

Prior to June 15, 2036, the Notes will be convertible at the option of the holders only upon the occurrence of specified events, and thereafter until the close of business on the second scheduled trading day immediately preceding the maturity date, the Notes will be convertible at any time. Upon conversion, the Notes will be settled in cash, shares of Finisar’s common stock or any combination thereof at Finisar’s option. Final terms of the Notes, including the interest rate, initial conversion rate and other terms, will be determined by negotiations between Finisar and the initial purchasers of the Notes at the time of the pricing of the offering.

Finisar expects to use the net proceeds from this offering for general corporate purposes, including working capital, and may also use a portion of the net proceeds to acquire complementary businesses, products or technologies, although Finisar has no present commitments with respect to any such acquisitions. Pending such uses, Finisar may invest the net proceeds in highly liquid cash equivalents or U.S. government securities.

This announcement is neither an offer to sell nor a solicitation to buy any of the foregoing securities, nor shall there be any offer, solicitation or sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

The Notes and the shares of common stock issuable upon conversion of the Notes, if any, will not be registered under the Act, or any state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Act and applicable state laws.

EX-99.2

Exhibit 99.2

Finisar Corporation Announces Pricing of Upsized Offering of $500,000,000 of Convertible Senior Notes Due 2036

Sunnyvale, CA — December 16, 2016 — Finisar Corporation (NASDAQ: FNSR) (“Finisar”) today announced the pricing of its previously announced offering of $500,000,000 aggregate principal amount of its 0.50% Convertible Senior Notes due 2036 (the “Notes”) in a private placement. The offering was upsized from the previously announced $450,000,000 aggregate principal amount of Notes. Finisar has granted the initial purchasers of the Notes a 30-day option to purchase up to an additional $75,000,000 aggregate principal amount of the Notes, solely to cover over-allotments. The notes will be offered and sold by the initial purchasers only to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Act”). The offering is expected to close on or about December 21, 2016, subject to satisfaction of customary closing conditions.

The Notes will be unsecured and unsubordinated obligations of Finisar. Interest on the Notes will be paid semi-annually in arrears on June 15 and December 15 of each year, commencing June 15, 2017, at a rate of 0.50% per annum.  The Notes will mature on December 15, 2036, unless earlier converted, repurchased or redeemed.

Holders may require Finisar to repurchase the Notes for cash on December 15, 2021, December 15, 2026 and December 15, 2031 at a repurchase price equal to the principal amount thereof, plus accrued and unpaid interest to, but excluding, the repurchase date. In addition, holders may require Finisar to repurchase the Notes for cash upon the occurrence of a fundamental change at a repurchase price equal to the principal amount thereof, plus accrued and unpaid interest to, but excluding, the repurchase date.

Finisar may not redeem the Notes prior to December 22, 2021. On or after December 22, 2021, Finisar may redeem for cash all or part of the Notes at a redemption price equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

Prior to June 15, 2036, the Notes will be convertible at the option of the holders only upon the occurrence of specified events, and thereafter until the close of business on the second scheduled trading day immediately preceding the maturity date, the Notes will be convertible at any time. Upon conversion, the Notes will be settled in cash, shares of Finisar’s common stock or any combination thereof at Finisar’s option. The initial conversion rate is 22.6388 shares of common stock per $1,000 principal amount of Notes (which is equivalent to an initial conversion price of approximately $44.17 per share of common stock), subject to adjustment in certain circumstances. This initial conversion price represents a premium of approximately 35% relative to the last reported sale price of Finisar’s common stock on December 15, 2016.

Finisar expects to use the net proceeds from this offering for general corporate purposes, including working capital, and may also use a portion of the net proceeds to acquire complementary businesses, products or technologies, although Finisar has no present commitments with respect to any such acquisitions. Pending such uses, Finisar may invest the net proceeds in highly liquid cash equivalents or U.S. government securities.

This announcement is neither an offer to sell nor a solicitation to buy any of the foregoing securities, nor shall there be any offer, solicitation or sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

The Notes and the shares of common stock issuable upon conversion of the Notes, if any, will not be registered under the Act, or any state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Act and applicable state laws.