INFN Infinera Corporation

Amendment to state that we relied on SEC order extending the timeline for Q1'20 reportingtrue--12-26Q120200001138639 0001138639 2019-12-29 2020-03-28 0001138639 2020-05-13 xbrli:shares

 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q/A

(Amendment No. 1)

For the quarterly period ended March 28, 2020

or

For the transition period from              to             

Commission file number: 001-33486

(408) 572-5200

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.  

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ☒

As of May 13, 2020, 186,897,010 shares of the registrant’s Common Stock, $0.001 par value, were issued and outstanding.

EXPLANATORY NOTE

As previously disclosed in the Current Report on Form 8-K filed by Infinera Corporation (the “Company”) with the Securities and Exchange Commission (the “SEC”) on April 30, 2020 (the “Prior Form 8-K”), the filing of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 28, 2020 (the “Quarterly Report”) was delayed due to circumstances related to the novel coronavirus (“COVID-19”). As noted in the Quarterly Report, the impact of the Company’s work-from-home policy that was implemented in response to the COVID-19 pandemic in order to protect its global workforce contributed to delays in certain operational processes, including its routine quarterly financial statement close process for the quarter ended March 28, 2020. Specifically, the Company’s work-from-home policy resulted in more restricted access to facilities and books and records required to prepare the Quarterly Report. The postponement of the filing of the Quarterly Report allowed the Company additional time to assess the impact of the COVID-19 pandemic on its operations, financial position and forecasts, process its quarterly financial information, as well as prepare additional disclosures regarding these impacts on its business. Collectively, the amount of additional time and resources required to perform these tasks prevented the Company from completing the work necessary to file the Quarterly Report by its May 7, 2020 due date. This amendment to the Quarterly Report (this “Amendment”) is being filed solely to add this Explanatory Note and indicate that the Company relied on the SEC’s “Order under Section 36 of the Securities Exchange Act of 1934 Modifying Exemptions from the Reporting and Proxy Delivery Requirements for Public Companies,” dated March 25, 2020 (Release No. 34-88465), to postpone the filing of the Quarterly Report.

The disclosures contained in this Amendment are entirely consistent with the Prior Form 8-K and do not modify or update in any way the disclosures contained in the Quarterly Report other than to add the additional disclosure set forth above.

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