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): September 23, 2021
VIAVI SOLUTIONS INC.
(Exact name of Registrant as specified in its charter)
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Delaware
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000-22874
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94-2579683
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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)
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7047 E Greenway Pkwy
Suite 250, Scottsdale, Arizona 85254
(Address of principal executive offices and zip code)
(408) 404-3600
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol
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Name of the exchange on which registered
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Common Stock, $0.001 par value
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VIAV
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The Nasdaq Stock Market LLC
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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:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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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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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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
(17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐
On September 23, 2021, Viavi Solutions Inc. (the “Company”) announced the pricing of its offering of $400 million aggregate principal
amount of 3.750% Senior Notes due 2029 in a private offering that is exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) (the “Offering”). The Company intends to use the net proceeds from the Offering for
general corporate purposes and to pay transaction related fees and expenses. The offering is expected to close on September 29, 2021, subject to customary closing conditions.
A copy of the press release announcing the pricing of the Offering is filed as Exhibit 99.1 to this Current Report and incorporated by
reference herein.
FORWARD-LOOKING STATEMENTS
This Current Report contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the
Securities Exchange Act of 1934. Forward-looking statements include statements regarding the Company’s current expectations regarding the transactions described in this Current Report, and can be identified by the fact that they do not relate
strictly to historical or current facts. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected. For more information on these risks, please refer to the “Risk
Factors” section included in the Company’s Annual Report on Form 10-K filed August 23, 2021, which was filed with the Securities and Exchange Commission. The forward-looking statements contained in this Current Report are made as of the date thereof
and the Company assumes no obligation to update such statements.
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Financial Statements and Exhibits.
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Press Release dated September 23, 2021 announcing the pricing of the Offering.
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104
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Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document.
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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.
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VIAVI SOLUTIONS INC.
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By:
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/s/ Henk Derksen
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Name:
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Henk Derksen
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Title:
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Executive Vice President and Chief Financial Officer
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September 23, 2021
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