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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): October 31, 2006
HARMONIC INC.
(Exact name of Registrant as specified in its charter)
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Delaware
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0-25826
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77-0201147 |
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(State or other jurisdiction of
incorporation or organization)
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Commission File Number
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(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 Registrants 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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
On November 7, 2006, Harmonic (the Company) announced the retirement of Israel Levi from his
position as Senior Vice President, Operations and Quality, and the appointment of Charles Bonasera
to the position of Vice President of Operations. Mr. Bonasera, 49, was appointed to such
position by the Companys Board of Directors on October 31, 2006, and his appointment became
effective on November 6, 2006. Mr. Bonasera reports to Patrick Harshman, the Companys President
and CEO, and is responsible for the Companys worldwide manufacturing, quality control and
operations organization.
Mr. Bonasera has spent more than 25 years in technology operations and manufacturing management.
Mr. Bonasera joins the Company from Solectron Corporation, a leading global provider of electronics
manufacturing services and supply chain solutions. Prior to his
employment with Solectron, Mr. Bonasera also held senior management positions at Sun Microsystems.
Mr. Bonaseras base salary is $210,000 per annum, and his annual target bonus under the Companys
2006 Bonus Plan is 35% of his base salary. In addition, Mr. Bonasera was granted an option to
purchase 25,000 shares of the Companys common stock (the Option), at an exercise price per share
equal to the fair market value of the Companys common stock on the effective date of the grant.
One-quarter of the shares subject to the Option vest one year after the effective date of grant and
an additional 1/48th of the shares subject to the Option vest at the end of each month thereafter,
contingent on Mr. Bonaseras continued service as an employee of the Company. The term of the
Option is seven years.
Mr. Levi is retiring from his position as Senior Vice President, Operations and Quality, but will
remain an employee of the Company until February 28, 2007. Upon his retirement from the Company,
he will receive, among other things, the following:
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12 months salary and car allowance; and |
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12 months paid medical benefits, as well as certain Medicare payments on his behalf for
such period. |
Furthermore, Mr. Levi will continue to be eligible to participate in the Companys 2006 Bonus Plan
until his retirement from the Company.
On November 7, 2006, the Company issued a press release regarding the changes in management, a copy
of which is attached as Exhibit 99.1 hereto.
Item 9.01. Financial Statements and Exhibits.
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Exhibit No. |
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Description |
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99.1
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Harmonic Inc. press release dated November 7, 2006 announcing the changes in management. |
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: November 7, 2006
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By:
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/s/ Robin N. Dickson
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Robin N. Dickson
Chief Financial Officer |
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EXHIBIT INDEX
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Exhibit No. |
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Description |
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99.1
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Harmonic Inc. press release dated November 7, 2006 announcing the changes in management. |
exv99w1
Exhibit 99.1
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CONTACTS: |
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Michael Newman |
Sarah Lum
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Investor Relations for Harmonic |
Media Relations for Harmonic
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StreetConnect |
+1.408.543.2392
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+1.408.542.2760 |
sarah.lum@harmonicinc.com
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hlit@stct.com |
HARMONIC APPOINTS CHARLES BONASERA VICE PRESIDENT OF OPERATIONS
SUNNYVALE, CALIF. NOVEMBER 7, 2006 Harmonic Inc. (NASDAQ: HLIT) today announced the retirement
of Israel Levi and the appointment of Charles Bonasera to the position of Vice President of
Operations. Reporting to Patrick Harshman, Harmonics President and CEO, Mr. Bonasera is
responsible for the Companys worldwide manufacturing, quality and operations organization.
Israel has contributed greatly to Harmonics growth and success in the various positions he has
held over the years, and we wish him well in the future, said Patrick Harshman, President and CEO
of Harmonic Inc. Moving forward, with Charles leading the operations team, we will continue to
focus on improving operational efficiencies and remain committed to delivery of the highest quality
products and solutions to our customers around the world. Charles brings a strong background and
outstanding experience in high-tech manufacturing and supply chain management, and we are very
pleased to welcome him to Harmonic.
Mr. Bonasera has spent more than 25 years in technology operations and manufacturing management. He
joins Harmonic from Solectron Corporation, a leading global provider of electronics manufacturing
services and supply chain solutions, and also previously held senior management positions at Sun
Microsystems.
Mr. Levi departs after a distinguished tenure of 17 years at Harmonic, where he held several
executive roles, including his most recent responsibilities as Senior Vice President of Operations
and Quality. Previously he served as Senior Vice President of Systems and Technology, and Vice
President of Research and Development.
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. Harmonics 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 Companys customers, including many of the worlds largest
communications providers, deliver services in virtually every country. Visit www.harmonicinc.com
for more information.
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 continuing to focus on improving operational efficiencies and remaining
committed to delivery of the highest quality products and solutions to our customers.
Our expectations and beliefs regarding these matters may not materialize, and actual results could
differ materially from those projected. The forward-looking statements contained in this press
release are also subject to other risks and uncertainties, including those more fully described in
Harmonics filings with the Securities and Exchange Commission including its recent Reports filed
on Form 10-K and Form 10-Q. Harmonic does not undertake to update any forward-looking statements.
EDITORS NOTE Product and company names used herein are trademarks or registered trademarks of
their respective owners.