Attached files

file filename
EX-10.1 - EXHIBIT 10.1 STOCK OPTION CANCELLATION AGREEMENT - DZS INC.exhibit101optioncancellati.htm


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): March 31, 2016
 
ZHONE TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in its Charter)
 
 
 
 
 
 
Delaware
 
000-32743
 
22-3509099
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File No.)
 
(I.R.S. Employer
Identification No.)
7195 Oakport Street
Oakland, California 94621
(Address of Principal Executive Offices, Including Zip Code)
(510) 777-7000
(Registrant’s Telephone Number, Including Area Code)
 
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 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 31, 2016, Zhone Technologies, Inc. (the “Company”) entered into a Stock Option Cancellation Agreement (“Cancellation Agreement”) with James Norrod, the Company’s Chief Executive Officer, pursuant to which Mr. Norrod agreed to surrender and cancel 1,250,000 stock options to purchase shares of the Company’s common stock previously granted to him on July 21, 2014. Pursuant to the terms of the Cancellation Agreement, Mr. Norrod acknowledged and agreed that the surrender and cancellation of the options was without any expectation to receive, and without imposing any obligation on the Company to pay or grant, any cash payment, stock options or other consideration presently or in the future in regard to the cancellation of such options. The stock options cancelled and surrendered by Mr. Norrod had an exercise price per share of $3.70.
The form of Cancellation Agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K. The above description of the Cancellation Agreement is not complete and is qualified in its entirety by reference to the exhibit.
  
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Exhibit Title or Description
10.1
 Stock Option Cancellation Agreement dated March 31, 2016, between Zhone Technologies, Inc. and James Norrod.









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: April 5, 2016
 
 
 
Zhone Technologies, Inc.
 
 
 
 
 
 
 
 
By:
 
/s/ Kirk Misaka
 
 
 
 
 
 
Kirk Misaka
 
 
 
 
 
 
Chief Financial Officer





EXHIBIT INDEX
 
 
 
 
Exhibit
Number
  
Description
 
 
10.1
  
Stock Option Cancellation Agreement dated March 31, 2016, between Zhone Technologies, Inc. and James Norrod.