- Current report filing (8-K)
December 03 2008 - 6:19AM
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): December 2, 2008
Lumera
Corporation
|
(Exact
name of registrant as specified in
its charter)
|
Delaware
|
|
001-32246
|
|
91-2011728
|
(State
of Incorporation)
|
|
(Commission
File Number)
|
|
(IRS
Employer Identification
Number)
|
19910
North Creek Parkway, Bothell,
Washington
|
98011
|
(Address
of principal executive
offices)
|
(Zip
code)
|
Registrant's
telephone number, including area code: (425) 415-6900
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
|
x
|
Written
communications pursuant to Rule 425 under the Securities
Act
|
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange
Act
|
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act
|
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act
|
On
December 2, 2008, Lumera Corporation (the “Company”) issued a press release
stating that it had received indications that the NASDAQ Listing Qualifications
Department had determined that GigOptix, Inc. will be subject to the initial
listing requirements, rather than the continued listing requirements. GigOptix,
Inc. will not meet the requirement of at least $15 million of public equity
value for initial listing on the Nasdaq Capital Market. Therefore, upon
consummation of the merger, the common stock of GigOptix, Inc. will be listed
for quotation on the OTC Bulletin Board, which is not a national securities
exchange. It is a condition to the closing of the merger under the Agreement
and
Plan of Merger, dated as of March 27, 2008, by and among GigOptix, LLC, the
Company, GigOptix, Inc., Galileo Merger Sub G, Inc. and Galileo Merger Sub
L,
Inc (the “Merger Agreement”) that GigOptix, Inc. common stock be approved for
listing on the Nasdaq Global Market or the Nasdaq Capital Market. However,
the
Company and GigOptix LLC intend to waive this closing condition.
Additionally,
the press release announced that the Board of Directors of the Company and
Management Board of GigOptix are expected to approve a change in the exchange
ratio for the Company’s common stock pursuant to the Merger Agreement. The
Merger Agreement currently provides that each share of the Company’s common
stock will be converted into the right to receive 0.25 shares of GigOptix,
Inc.
common stock, which is a 4 to 1 reverse split. However, the parties have agreed
that each share of the Company’s common stock will instead be converted into the
right to receive 0.125 shares of GigOptix, Inc. common stock, which is a 8
to 1
reverse split. The exchange ratio applicable to GigOptix LLC membership unit
holders will be adjusted to take into account this change and to maintain the
same proportional ownership of the shares of GigOptix, Inc. Following the
issuance of GigOptix, Inc. stock options and common stock warrants in the
merger, former Company security holders will own approximately 50% and former
GigOptix LLC security holders will own approximately 50% of the GigOptix, Inc.
common stock, assuming all outstanding GigOptix, Inc. options and warrants
are
exercised. The total number of shares outstanding, following the merger will
be
5,227,855 and current Lumera shareholders will hold 3,011,044
shares.
Finally,
the press release also announced that, based on current votes and assuming
that
no stockholders change or withdraw their votes prior to the Annual Meeting,
all
of the proposals before the stockholders at the Annual Meeting to be held
December 4, 2008 have received sufficient votes to pass. The Merger is currently
anticipated to close on December 9, 2008, and the first trading day for
GigOptix, Inc. will be December 10, 2008.
A
copy of
the press release issued by the Company on December 2, 2008 is being furnished
as Exhibit 99.1 to this report and is incorporated herein by
reference.
ITEM
9.01.
Financial
Statements and Exhibits.
(d)
Exhibits
|
99.1
|
Press
Release issued by the Company on December 2,
2008
|
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.
|
LUMERA
CORPORATION
By:
/s/ Peter J. Biere
Name:
Peter J. Biere
Title:
Chief Financial Officer and
Treasurer
|
Date:
December 3, 2008
EXHIBIT
INDEX
Exhibit
Number
|
Description
|
99.1
|
Press
Release issued by the Company on December 2,
2008
|
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