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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
June 20, 2005
Date of Report
(Date of earliest event reported)
HARMONIC INC.
(Exact name of Registrant as specified in its charter)
| Delaware | 0-25826 | 77-0201147 | ||
| (State or other jurisdiction of incorporation or organization) |
Commission File Number | (I.R.S. Employer Identification Number) |
||
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)
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 (see General Instruction A.2. below):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | 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 Principal Officers; Election of Directors; Appointment of Principal Officers. | ||||||||
| Item 9.01. Financial Statements and Exhibits. | ||||||||
| SIGNATURES | ||||||||
| Exhibit Index | ||||||||
| EXHIBIT 99.1 | ||||||||
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Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
On June 20, 2005, Harmonic Inc. (the “Company”) issued a press release regarding the appointment of Patrick Harshman as President of the Convergent Systems division and the departure from the Company of Yaron Simler, each action to be effective July 1. Additionally, in the same press release, the Company announced the appointment of Iain Drummond as Interim President of the Broadband Access Networks division.
The press release is filed as Exhibit 99.1 hereto.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
| Exhibit Number | Description | |||
| 99.1 | Press release of Harmonic Inc. issued on June 20, 2005. |
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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.
HARMONIC INC.
Date: June 21, 2005
By:
|
/s/Robin N. Dickson | |||
| Robin N. Dickson | ||||
| Chief Financial Officer |
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Exhibit Index
| Exhibit Number | Description | |||
| 99.1 | Press release of Harmonic Inc. issued on June 20, 2005. |
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Exhibit 99.1
Harmonic Announces New President
of Convergent Systems Division
SUNNYVALE, Calif. ¾June 20, 2005¾Harmonic Inc. (Nasdaq: HLIT) today announced that Patrick Harshman has been named President of the Company’s Convergent Systems Division (CSD), which designs, manufactures and markets digital headend systems. He replaces Yaron Simler, President of CSD since 2001, who has announced his departure from the Company, effective July 1, in order to relocate his family to the East Coast for personal reasons.
Dr. Harshman joined Harmonic in 1993 and since January 2001 has served as President of the Broadband Access Networks Division (BAN), which designs, manufactures and markets fiber optic products. Previously, he held management responsibilities for Harmonic’s digital video and fiber optic transmission product lines. Dr. Harshman received his Ph.D. in Electrical Engineering from the University of California. The Company also announced that Mr. Iain Drummond, currently Senior Director, BAN Marketing, will serve as Interim President of BAN.
“Yaron did an outstanding job of helping to grow CSD into our largest operating division,” said Anthony J. Ley, Chairman, President and Chief Executive Officer of Harmonic Inc. “We thank Yaron for his superb contributions to Harmonic and wish him well. We are extremely fortunate to have an outstanding person like Patrick with the right experience, strategic ability and leadership skill, who is ready to step in immediately and ably lead CSD into the future.”
About Harmonic Inc.
Harmonic Inc. is a leading provider of digital video, broadband optical networking and IP delivery systems to cable, satellite, telecom and broadcast network operators. Harmonic’s open standards-based solutions for the headend through the last mile enable customers to develop new revenue sources and a competitive advantage by offering powerful interactive video, voice and data services such as video-on-demand, high definition digital television, telephony and Internet access.
Harmonic (Nasdaq: HLIT) is headquartered in Sunnyvale, California with R&D, sales and system integration centers worldwide. The Company’s customers, including many of the world’s largest communications providers, deliver services in virtually every country. For more information, visit www.harmonicinc.com.
This press release contains forward-looking statements within the meaning of Section 27(a) of the Securities Act of 1933 and Section 21(e) of the Securities Exchange Act of 1934, including statements related to the future prospects and performance of our Convergent Systems Division. Our expectations and beliefs regarding these matters may not materialize, and actual results in future periods are subject to risks and uncertainties that could cause actual results to differ materially from those projected. These risks include delays or decreases in capital spending in the cable, satellite and telco industries, customer concentration and consolidation, general economic conditions, market acceptance of new or existing Harmonic products, losses of one or more key customers, risks associated with Harmonic’s international operations, inventory management problems, the effect of competition, difficulties associated with rapid technological changes in Harmonic’s markets, the need to introduce new and enhanced products, and risks associated with a cyclical and unpredictable sales cycle. The forward-looking statements contained in this press release are also subject to other risks and uncertainties, including those more fully described in Harmonic’s filings with the Securities and Exchange Commission including its Annual Report filed on Form 10-K for the year ended December 31, 2004, our Quarterly Report filed on Form 10-Q for the quarterly period ended April 1, 2005, and our current reports on Form 8-K. Harmonic does not undertake to update any forward-looking statements.