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ADTRAN Holdings, Inc. – ‘8-K/A’ for 7/15/22

On:  Friday, 9/30/22, at 5:30pm ET   ·   For:  7/15/22   ·   Accession #:  950170-22-19126   ·   File #:  1-41446

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 9/30/22  ADTRAN Holdings, Inc.             8-K/A:5,9   7/15/22   15:11M                                    Donnelley … Solutions/FA

Amendment to Current Report   —   Form 8-K

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K/A       Amendment to Current Report                         HTML     70K 
 2: EX-10.1     Material Contract                                   HTML    101K 
 3: EX-23.1     Consent of Expert or Counsel                        HTML      9K 
 4: EX-99.1     Miscellaneous Exhibit                               HTML   6.65M 
 5: EX-99.2     Miscellaneous Exhibit                               HTML   2.84M 
 6: EX-99.3     Miscellaneous Exhibit                               HTML   1.76M 
10: R1          Document And Entity Information                     HTML     50K 
13: XML         IDEA XML File -- Filing Summary                      XML     13K 
11: XML         XBRL Instance -- adtn-20220715_htm                   XML     18K 
12: EXCEL       IDEA Workbook of Financial Reports                  XLSX      9K 
 9: EX-101.LAB  XBRL Labels -- adtn-20220715_lab                     XML     52K 
 8: EX-101.PRE  XBRL Presentations -- adtn-20220715_pre              XML     35K 
 7: EX-101.SCH  XBRL Schema -- adtn-20220715                         XSD     12K 
14: JSON        XBRL Instance as JSON Data -- MetaLinks               12±    19K 
15: ZIP         XBRL Zipped Folder -- 0000950170-22-019126-xbrl      Zip    420K 


‘8-K/A’   —   Amendment to Current Report


This is an HTML Document rendered as filed.  [ Alternative Formats ]



 iX:   C:  C:  C: 
  8-K/A  
 i 0000926282 i true00009262822022-07-152022-07-15

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM  i 8-K/A

(Amendment No. 1)

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  i July 15, 2022

 

 

 i ADTRAN Holdings, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

 i Delaware

 i 001-41446

 i 87-2164282

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

 i 901 Explorer Boulevard

 

 i Huntsville,  i Alabama

 

 i 35806-2807

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: ( i 256) i 963-8000

 

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:

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

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

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

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

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


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

 i Common Stock, Par Value $0.01 per share

 

 i ADTN

 

 i NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company  i 

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. ☐

 

 


 

Explanatory Note

 i On July 15, 2022, ADTRAN Holdings, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Initial Filing”) with the United States Securities and Exchange Commission to report the settlement on July 15, 2022 (the “Exchange Offer Settlement Date”) of its public offer to exchange each issued and outstanding no-par value bearer share of ADVA Optical Networking SE, a company organized and existing under the laws of Germany (“ADVA”), for 0.8244 shares of common stock, par value $0.01 per share, of the Company (the “Exchange Offer”). As disclosed in the Initial Filing, the Company acquired 33,957,538 bearer shares of ADVA at the settlement of the Exchange Offer, representing approximately 65.43% of ADVA’s outstanding bearer shares as of the Exchange Offer Settlement Date. This Current Report on Form 8-K/A (this “Amendment”) (i) amends and supplements Item 9.01 of the Initial Filing to present certain financial statements of ADVA and to present certain unaudited pro forma condensed combined financial information in connection with the settlement of the Exchange Offer and (ii) provides supplemental information under Item 5.02 of the Initial Filing regarding compensation arrangements between ADVA and one of the newly appointed directors of the Company.

The unaudited pro forma financial information included in this Amendment has been presented for informational purposes only, as required by Form 8-K. It does not purport to represent the actual results of operations that the Company would have achieved had the Exchange Offer settled as of the dates presented in the pro forma financial information and is not intended to project the future results of operations that the Company may achieve in the future. Except as described above, all other information in the Initial Filing remains unchanged.


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously disclosed in the Initial Filing, effective as of the closing of the Exchange Offer on July 15, 2022, Mr. Protiva was appointed to the Board of Directors of the Company (the “Board”) and as Vice Chairman of the Board. In connection with such appointments, subsequent to the closing of the Exchange Offer, Mr. Protiva and ADVA entered into a settlement agreement on August 4, 2022 (the “Settlement Agreement”), under which Mr. Protiva and ADVA agreed that (i) Mr. Protiva would resign as Chief Executive Officer ("CEO") of ADVA and as a member of the management board of ADVA effective August 31, 2022, (ii) Mr. Protiva’s existing service contract with ADVA would continue in effect until its expiration on December 31, 2022 and (iii) Mr. Protiva would continue to receive his remuneration as CEO of ADVA until December 31, 2022, but that Mr. Protiva would not be entitled to any severance payments as compensation for the expiration of his service contract. Pursuant to his existing service contract, as described in ADVA’s 2021 Annual Report, for ADVA’s fiscal year ended December 31, 2021, Mr. Protiva received fixed remuneration of €253,000, fringe benefits of €11,000, variable short-term compensation of €448,000, and variable long-term compensation of €197,000. Following the expiration of Mr. Protiva’s service contract on December 31, 2022, it is expected that Mr. Protiva will receive compensation for Board service in accordance with the Company’s standard compensation arrangements for non-employee directors of the Company (including Nikos Theodosopoulos and Johanna Hey), which are described in ADTRAN, Inc.’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 29, 2022, as adjusted by the Board from time to time. The foregoing summary of the Settlement Agreement does not purport to be complete and is qualified in its entirety by reference to the Settlement Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired

 

The audited consolidated financial statements of ADVA required by Item 9.01(a) of Form 8-K are attached as Exhibit 99.1 to this Amendment and are incorporated by reference herein. The unaudited consolidated financial statements of ADVA required by Item 9.01(a) of Form 8-K are attached as Exhibit 99.2 to this Amendment and are incorporated by reference herein.

 

(b) Pro Forma Financial Information

 

The unaudited pro forma condensed combined financial information required by Item 9.01(b) of Form 8-K is attached as Exhibit 99.3 to this Amendment and is incorporated by reference herein.

 

1


 

(d) Exhibits

 

Exhibit

Number

 

Description

 

10.1

Settlement Agreement by and between ADVA Optical Networking SE and Mr. Brian L. Protiva

23.1

Consent of PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft.

99.1

Historical audited consolidated financial statements of ADVA Optical Networking SE

99.2

Historical unaudited interim financial statements of ADVA Optical Networking SE

99.3

Unaudited pro forma condensed combined financial information

104

Cover Page Interactive Data File – the cover page iXBRL tags are embedded within the Inline XBRL document.

 

 

2


 

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.

 

 

 

ADTRAN Holdings, Inc.

 

 

 

 

Date:

September 30, 2022

By:

/s/ Michael Foliano

 

 

 

Michael Foliano
Chief Financial Officer

 

3



Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K/A’ Filing    Date    Other Filings
12/31/22
Filed on:9/30/22
8/31/22
8/4/228-K
For Period end:7/15/223,  4,  8-K
3/29/22DEF 14A,  DEFA14A
12/31/2110-K,  11-K,  4,  4/A,  SD
 List all Filings 


6 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/15/24  ADTRAN Holdings, Inc.             10-K       12/31/23  160:26M                                    Donnelley … Solutions/FA
 8/14/23  ADTRAN Holdings, Inc.             10-K/A     12/31/22  157:32M                                    Donnelley … Solutions/FA
 8/14/23  ADTRAN Holdings, Inc.             10-Q/A      9/30/22  122:23M                                    Donnelley … Solutions/FA
 3/01/23  ADTRAN Holdings, Inc.             10-K       12/31/22  160:33M                                    Donnelley … Solutions/FA
12/23/22  ADTRAN Holdings, Inc.             S-3ASR     12/23/22   10:1.1M                                   Donnelley … Solutions/FA
11/09/22  ADTRAN Holdings, Inc.             10-Q        9/30/22  121:24M                                    Donnelley … Solutions/FA
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