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0000851310
2020-07-31
2020-07-31
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 31, 2020
HARMONIC INC.
(Exact name of Registrant as specified in its charter)
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Delaware | 000-25826 | 77-0201147 |
(State or other jurisdiction of incorporation) | Commission File Number | (IRS Employer Identification No.) |
4300 North First Street
San Jose, CA 95134
(Address of principal executive offices, including zip code)
(408) 542-2500
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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:
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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)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, par value $0.001 per share | HLIT | NASDAQ Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 2.02. | Results of Operations and Financial Condition. |
On August 3, 2020, Harmonic Inc. (“Harmonic” or the “Company”) issued a press release regarding its preliminary unaudited financial results for the quarter ended June 26, 2020. In the press release, Harmonic also announced that it would be holding a conference call on August 3, 2020 to discuss its financial results for the quarter ended June 26, 2020. A copy of the press release is furnished as Exhibit 99.1 hereto, and the information in Exhibit 99.1 is incorporated herein by reference.
The information in this Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and this Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 furnished herewith shall not be incorporated by reference into any filing by Harmonic under the Securities Act of 1933, as amended (the “Securities Act”), or under the Exchange Act.
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Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Harmonic announced today that Ian Graham has been appointed Senior Vice President, Global Sales and Video Services of the Company. Eric Louvet stepped down from the role on July 31, 2020, and will be leaving Harmonic effective August 17, 2020, to pursue other opportunities. In connection with his termination of employment, Mr. Louvet is expected to enter into a separation agreement and release with Harmonic (the “Separation Agreement”) in exchange for the right to receive the following payments: (1) cash severance in the amount of 12 months of base salary, or $262,500, and (2) bonus amounts earned in the first half of fiscal 2020 under Harmonic’s 2020 corporate key contributor and executive incentive plan. The description of the severance benefits above is qualified in its entirety by the full text of the Separation Agreement, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending June 26, 2020 to be filed with the Securities and Exchange Commission.
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Item 9.01. | Financial Statements and Exhibits. |
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Exhibit Number | | Description |
99.1 |
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104 |
| | Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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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Date: August 3, 2020 | | | | HARMONIC INC. |
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| | | | By: | | /s/ Sanjay Kalra |
| | | | | | Sanjay Kalra |
| | | | | | Chief Financial Officer |