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 18, 2018
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) | ||
6001 America Center Drive, 6th Floor, San Jose, CA | 95002 | |
(Address of Principal Executive Offices) | (Zip Code) | |
(408) 404-3600
(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:
☐ | 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 8.01. Other Events.
On July 18, 2018, Viavi Solutions Inc. (the “Company”) announced that it is offering to repurchase, at the option of each holder (the “Put Option”), any and all of such holder’s outstanding 0.625% Convertible Senior Notes due 2033 (the “Notes”), as required by the terms of the Indenture, dated as of August 21, 2013, between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”). In connection with the Put Option, on July 18, 2018, the Trustee, at the request of the Company, distributed a Company Repurchase Notice to the holders of the Notes and the Company filed a Schedule TO with the Securities and Exchange Commission. The Put Option will expire at 5:00 p.m., New York City time, on August 14, 2018.
The foregoing description of the Put Option is only a summary and is qualified in its entirety by reference to the Company Repurchase Notice, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K and the press release announcing the Put Option, a copy of which is filed as Exhibit 99.2 to this Current Report on Form 8-K, each of which is incorporated in this Item 8.01 by reference.
Item 9.01 Financial Statements and Exhibits.
(d) | Exhibits. |
Exhibit No. | Description | |
Company Repurchase Notice to the Holders of 0.625% Senior Convertible Notes due 2033, dated July 18, 2018, including form of Repurchase Notice and form of Withdrawal Notice (incorporated by reference to Exhibit (a)(1)(A) to the Company’s Schedule TO filed on July 18, 2018). | ||
Press Release, dated July 18, 2018 (incorporated by reference to Exhibit (a)(5)(A) to the Company’s Schedule TO filed on July 18, 2018). | ||
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/ Amar Maletira | |||||
Amar Maletira | ||||||
Chief Financial Officer | ||||||
Dated: July 18, 2018 | ||||||