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
May 15, 2014
Date of Report (Date of earliest event reported)
HARMONIC INC.
(Exact name of Registrant as specified in its charter)
Delaware | 000-25826 | 77-0201147 |
(State or other jurisdiction of incorporation or organization) | Commission File Number | (I.R.S. Employer Identification Number) |
4300 North First Street
San Jose, CA 95134
(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):
¨ | 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)) |
TABLE OF CONTENTS
Item 8.01 | Other Event |
On May 15, 2014, Harmonic announced that its board of directors has approved an $80 million increase to the Company’s ongoing share repurchase program. A copy of the press release announcing the increase to the share repurchase program is attached hereto as Exhibit 99.1.
Repurchases may be made from time to time subject to pre-determined price/volume guidelines established by the board of directors. As part of the share repurchase program, shares may be purchased in open market transactions or pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The timing, manner, price and amount of any repurchases will be determined in the Company’s discretion, and the share repurchase program may be suspended, terminated or modified at any time for any reason. The repurchase program does not obligate the Company to acquire any specific number of shares, and all open market repurchases will be made in accordance with Exchange Act Rule 10b-18, which sets certain restrictions on the method, timing, price and volume of open market stock repurchases.
Item 9.01. | Financial Statements and Exhibits. |
(d) | Exhibits. |
Exhibit Number | Description | ||
99.1 | Press release of Harmonic Inc., issued on May 15, 2014 | ||
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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.
Date: May 15, 2014 | HARMONIC INC. | |||||
By: | /s/ Carolyn V. Aver | |||||
Carolyn V. Aver | ||||||
Chief Financial Officer | ||||||
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Exhibit 99.1
 |  |
Harmonic Announces Increase in Share Repurchase Program
SAN JOSE, Calif. — May 15, 2014 — Harmonic (NASDAQ: HLIT), the worldwide leader in video delivery infrastructure, announced today that its board of directors has approved an $80 million increase to the Company’s ongoing share repurchase program. The increase brings the total amount authorized for repurchases since the inception of the Company’s share repurchase program in June 2012 to $300 million. Through the quarter ended March 28, 2014, the Company had repurchased a total of 27.7 million shares for $167.3 million, including the shares purchased through the Company’s tender offer in 2013, and had $52.7 million available for future purchases at the end of the quarter.
Repurchases under the program may be made from time to time at the discretion of the Company, subject to pre-determined price/volume guidelines established by the board of directors, and may be made in open market transactions or pursuant to any trading plan adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. The timing of any purchases and the exact number of shares to be purchased, if any, will depend on a variety of factors, including price, corporate and regulatory requirements, strategic priorities and other market conditions.
Further information about Harmonic and the company’s products is available at www.harmonicinc.com.
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About Harmonic
Harmonic (NASDAQ: HLIT) is the worldwide leader in video delivery infrastructure for emerging television and video services. The company’s production-ready innovation enables content and service providers to efficiently create, prepare, and deliver differentiated services for television and new media video platforms. More information is available at www.harmonicinc.com.
Legal Notice Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements related to our expectations regarding a further expansion of our stock repurchase program and reductions in outstanding shares. Our expectations 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, including the possibility that our stock repurchase program will not result in material purchases of our common stock. 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 our most recent quarterly report on Form 10-Q for the quarter ended March 28, 2014. The forward-looking statements in this press release are based on information available to the Company as of the date hereof, and Harmonic disclaims any obligation to update any forward-looking statements.
EDITOR’S NOTE – Product and company names used herein are trademarks or registered trademarks of their respective owners.
CONTACTS:
Paulien Ruijssenaars Senior Director, Corporate Marketing Harmonic +1.408.490.7021 paulien.ruijssenaars@harmonicinc.com | Blair King Director, Investor Relations Harmonic +1.408.490.6172 blair.king@harmonicinc.com |