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): August 18, 2015
Viavi Solutions Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 000-22874 | 94-2579683 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) | ||
430 North McCarthy Boulevard, Milpitas, CA | 95035 | |||
(Address of Principal Executive Offices) | (Zip Code) |
(408) 404-3600
(Registrants Telephone Number, Including Area Code)
n/a
(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:
¨ | 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 7.01. Regulation FD Disclosure.
On August 18, 2015, Viavi Solutions Inc. (the Company) issued a press release providing notice pursuant to that certain Indenture, dated as of August 21, 2013, pertaining to Viavis 0.625% Senior Convertible Debentures due 2033 (as amended or supplemented, the Indenture) of an adjustment of the Conversion Rate (as defined in the Indenture). A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated by reference in its entirety herein.
The information in this Item 7.01 of this Form 8-K, including Exhibit 99.1, is intended to be furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 (the Exchange Act) or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | |
99.1 | Press Release entitled Viavis Notice of Adjustment of Conversion Rate of Senior Convertible Debentures dated August 18, 2015 |
Signature
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.
Viavi Solutions Inc. | ||||
By: | /s/ Kevin Siebert | |||
Kevin Siebert | ||||
Vice President, General Counsel and Secretary | ||||
August 18, 2015 |
Exhibit 99.1
Viavis Notice of Adjustment of Conversion Rate of Senior Convertible Debentures
Milpitas, Calif., August 18, 2015 Viavi Solutions Inc. (formerly JDS Uniphase Corporation), a Delaware corporation (Viavi) is hereby providing notice pursuant to that certain Indenture, dated as of August 21, 2013, pertaining to Viavis 0.625% Senior Convertible Debentures due 2033 (as amended or supplemented, the Indenture) of an adjustment of the Conversion Rate under the Indenture. This notice is being delivered pursuant to Section 10.06(k) of the Indenture. Capitalized terms not defined herein shall have the meanings ascribed to them in the Indenture.
Viavi has spun-off its Communications and Commercial Optical Products segment into an independent publicly-traded company, Lumentum Holdings Inc. (Lumentum), and distributed approximately 80.1% of the common shares of Lumentum (the Lumentum Shares) to the holders of Viavis common stock on a pro rata basis through a special in-kind dividend (the Special Dividend). Due to the Special Dividend, the Conversion Rate has been adjusted pursuant to the formula in Section 10.06(c) of the Indenture relating to the occurrence of a Spin-Off. Effective as of the close of business on August 17, 2015, the Conversion Rate is 88.6209.
Please feel free to contact Bill Ong at 408.404.4512 or Ann Lawrence, Viavis outside legal counsel, at 213.330.7755 should you have any questions.
About Viavi Solutions
Viavi (NASDAQ: VIAV) software and hardware platforms and instruments deliver end-to-end visibility across physical, virtual and hybrid networks. Precise intelligence and actionable insight from across the network ecosystem optimizes the service experience for increased customer loyalty, greater profitability and quicker transitions to next-generation technologies. Viavi is also a leader in anti-counterfeiting solutions for currency authentication and high-value optical components and instruments for diverse government and commercial applications. Learn more at www.viavisolutions.com and follow us on Viavi Perspectives, LinkedIn, Twitter, YouTube and Facebook.