8-K 1 d261593d8k.htm FORM 8-K

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 15, 2016

Viavi Solutions Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware |  | 000-22874 |  | 94-2579683
(State or Other Jurisdiction of Incorporation) |  | (Commission File Number) |  | (IRS Employer Identification Number)

430 North McCarthy Boulevard, Milpitas, CA |  | 95035
(Address of Principal Executive Offices) |  | (Zip Code)

(408) 404-3600

(Registrant’s 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:

¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 | Regulation FD Disclosure.

On September 15, 2016, Viavi Solutions Inc. (the “Company”) issued a press release announcing the authorization of an additional $50 million stock repurchase program and reaffirming the Company’s guidance for the first quarter of fiscal 2017. A copy of the press release is furnished as Exhibit 99.1 and is incorporated by reference in its entirety.

Additionally, the Company posted slides and historical financial tables on its website in connection with its analyst day presentations. A copy of these slides are furnished as Exhibit 99.2 and incorporated by reference in its entirety.

The information in this Item 7.01 of this Form 8-K, including Exhibits 99.1 and 99.2, are intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that Section, nor shall they be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01. | Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. |  | Description
99.1 |  | Press Release entitled “Viavi Increases Common Stock Repurchase Program from $100 million to $150 million, Reaffirms Business Outlook and Announces Analyst Day Webcast” dated September 15, 2016
99.2 |  | Slide presentation entitled “Viavi Solutions Analyst Day” dated September 15, 2016

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.

|  |  |  | Viavi Solutions Inc.
|  |  |  | By: |  | /s/ Kevin Siebert
|  |  |  | Kevin Siebert
|  |  |  | Vice President, General Counsel and Secretary
September 15, 2016 |  |  |  |  |  |