0001193125-15-294070.txt : 20150818 0001193125-15-294070.hdr.sgml : 20150818 20150818083108 ACCESSION NUMBER: 0001193125-15-294070 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150818 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150818 DATE AS OF CHANGE: 20150818 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VIAVI SOLUTIONS INC. CENTRAL INDEX KEY: 0000912093 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 942579683 STATE OF INCORPORATION: DE FISCAL YEAR END: 0627 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22874 FILM NUMBER: 151060226 BUSINESS ADDRESS: STREET 1: 430 NORTH MCCARTHY BOULEVARD CITY: MILPITAS STATE: CA ZIP: 95035 BUSINESS PHONE: 4084043600 MAIL ADDRESS: STREET 1: 430 NORTH MCCARTHY BOULEVARD CITY: MILPITAS STATE: CA ZIP: 95035 FORMER COMPANY: FORMER CONFORMED NAME: JDS UNIPHASE CORP /CA/ DATE OF NAME CHANGE: 19990713 8-K 1 d31773d8k.htm FORM 8-K Form 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): 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

(Registrant’s 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 Viavi’s 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 “Viavi’s 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

    
EX-99.1 2 d31773dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

Viavi’s 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 Viavi’s 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 Viavi’s 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, Viavi’s 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.