- Current report filing (8-K)
February 11 2010 - 5:06PM
Edgar (US Regulatory)
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):
February 11, 2010
INFINERA CORPORATION
(Exact name of registrant as
specified in its charter)
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Delaware
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001-33486
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77-0560433
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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169 Java Drive
Sunnyvale, CA 94089
(Address of principal executive offices, including zip code)
(408) 572-5200
(Registrants telephone number,
including area code)
Not Applicable
(Former name or former address, if changed since last report.)
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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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))
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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(d)(1) On February 10, 2010, the Board of Directors (the Board) of Infinera Corporation (the
Company) appointed Philip Koen to the Board,
(2) There are no arrangements or understandings between Mr. Koen and any other
persons pursuant to which Mr. Koen was appointed a director of the Company.
(3) Mr. Koen was named to the Boards Audit
committee.
(4) There are no transactions in which Mr. Koen has an interest requiring disclosure under Item 404(a) of Regulation
S-K.
(5) Mr. Koen will receive compensation for his service on the Board in accordance with the Companys standard compensatory
arrangement for non-employee directors. As part of this compensation the Board granted Mr. Koen a stock option for 100,000 shares the Companys common stock, one half of which shall vest 12 months after grant and the balance of which shall
vest monthly over a period of 24 months thereafter. Mr. Koen will also enter into a director indemnification agreement with the Company in the form previously filed with the SEC.
A copy of the Companys February 11, 2010 press release announcing Mr. Koens election to the Board is attached hereto
as Exhibit 99.1
Item 9.01
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Financial Statements and Exhibits
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(d) Exhibits
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Exhibit
No.
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Description
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99.1
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Press release dated February 11, 2010
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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.
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INFINERA CORPORATION
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Date: February 11, 2010
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By:
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/s/ M
ICHAEL
O.
M
C
C
ARTHY
III
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Michael O. McCarthy III
Chief Legal Officer
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