1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A AMENDMENT NO. 1 (Mark One) [ X ] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 28, 1996 OR [ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File No. 0-25826 HARMONIC LIGHTWAVES, INC. (Exact name of Registrant as specified in its charter) DELAWARE 77-0201147 (State of incorporation) (I.R.S. Employer Identification No.) 549 Baltic Way Sunnyvale, CA 94089 408-542-2500 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) -------------- Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- As of June 28, 1996 there were 10,120,161 shares of the Registrant's Common Stock outstanding. 1 2 The undersigned Registrant hereby amends its Quarterly Report on Form 10-Q, originally filed with the Securities and Exchange Commission on August 7, 1996 to include disclosure under Item 4 of Part II as set forth below. PART II OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS The following matters were approved at the Registrant's Annual Meeting of Stockholders held on May 15, 1996. (a) The following directors were elected: (b) The stockholders also approved the following proposal:
Directors Votes For Votes Withheld - -------------------------------------------------------------------------------- Anthony J. Ley 7,184,927 - Josef Berger 7,184,927 - Moshe Nazarathy 7,107,132 77,795 Gill Cogan 7,183,770 1,157 E. Floyd Kvamme 7,184,927 - David A. Lane 7,184,727 200 Barry D. Lemieux 7,184,827 100 2
Number of Common Shares Voted Independent Accountants For Against Abstain - -------------------------------------------------------------------------------- (1) Ratification of Price Waterhouse LLP as independent accountants 7,202,691 2,825 35,036 3 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, thereunto duly authorized. Dated: December 2, 1996 HARMONIC LIGHTWAVES, INC. (Registrant) By: /s/ Robin N. Dickson -------------------------------------------- Robin N. Dickson Chief Financial Officer (Principal Financial and Accounting Officer) 3