UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-Q/A


(Amendment No. 1)








(Mark One)


☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended June 30, 2019


OR


☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from        to


Commission File Number: 001-35061





NeoPhotonics Corporation


(Exact name of registrant as specified in its charter)





Delaware94-3253730(State or other jurisdictionof incorporation or organization)(I.R.S. EmployerIdentification No.)


2911 Zanker Road


San Jose, California 95134


(Address of principal executive offices, zip code)


(408) 232-9200


(Registrant’s telephone number, including area code)


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


Title of each class:Trading symbol(s):Name of each exchange on which registeredCommon Stock, $0.0025 par valueNPTNThe New York Stock Exchange


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 (“Exchange Act”) 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 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, a 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.


Large accelerated filer☐Accelerated filerxNon-accelerated filer☐Smaller reporting companyxEmerging growth company☐








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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 July 31, 2019 , there were approximately 47,407,654 shares of the registrant’s Common Stock outstanding.








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EXPLANATORY NOTE


NeoPhotonics Corporation ("NeoPhotonics") is filing this Amendment No. 1 to Quarterly Report on Form 10-Q (this “Amendment”) to amend NeoPhotonics’ Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2019, as filed with the Securities and Exchange Commission (the “SEC”) on August 7, 2019 (the “Form 10-Q”). This Amendment is an exhibit-only filing. This Amendment is being filed solely to include Exhibit 10.1 and Exhibit 10.2 in the Form 10-Q. Except for the inclusion of Exhibit 10.1 and Exhibit 10.2, this Amendment does not otherwise update any exhibits as originally filed or previously amended.





No attempt has been made in this Amendment to modify or update the other disclosures presented in the Form 10-Q. This Amendment does not reflect events occurring after the filing of the Form 10-Q or modify or update those disclosures that may be affected by subsequent events. Accordingly, this Amendment should be read in conjunction with the Form 10-Q and NeoPhotonics' other filings with the SEC.





In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by NeoPhotonics’ principal executive officer and principal financial officer are filed as exhibits to this Amendment (Exhibits 31.3 and 31.4). NeoPhotonics is not including certifications pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as no financial statements are being filed with this Amendment.

















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PART II. OTHER INFORMATION








ITEM 6.    EXHIBITS





Exhibitno.Exhibit DescriptionFormSEC File No.ExhibitFiling DateFiled herewith3.1Amended and Restated Certificate of Incorporation of NeoPhotonics Corporation.Form 8-K001-350613.1February 10, 20113.2Amended and Restated Bylaws of NeoPhotonics Corporation.Form S-1/A333-1660963.5November 22, 201010.1First Amendment to Credit Agreement and First Amendment to Guaranty and Security Agreement dated June 14, 2019, with Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto.Form 8-K001-3506110.1June 19, 201910.2+2019 Bonus ProgramX31.1*Certification pursuant to Rule 13a-14(a)/15d-14(a) (Form 10-Q)31.2*Certification pursuant to Rule 13a-14(a)/15d-14(a) (Form 10-Q)31.3Certification pursuant to Rule 13a-14(a)/15d-14(a) (This Form 10-Q/A)X31.4Certification pursuant to Rule 13a-14(a)/15d-14(a) (This Form 10-Q/A)X32.1**Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


101.INS*XBRL Instance Document101.SCH*XBRL Taxonomy Extension Schema Document101.CAL*XBRL Taxonomy Extension Calculation Linkbase Document101.DEF*XBRL Taxonomy Extension Definition Linkbase Document101.LAB*XBRL Taxonomy Extension Label Linkbase Document101.PRE*XBRL Taxonomy Extension Presentation Linkbase Document


+ Management compensatory plan or arrangement.


* Previously filed with the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2019, as filed on August 7, 2019.


**  These certifications were previously furnished solely to accompany the Quarterly Report on Form 10-Q pursuant to 18 U.S.C. Section 1350, and are not filed for purposes of Section 18 of the Exchange Act, as amended, and are not to be incorporated by reference into any filing of the Registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing.





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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, thereunto duly authorized.


NeoPhotonics CorporationDate:August 9, 2019By:/S/  ELIZABETH EBYElizabeth EbySenior Vice President, Finance and Chief Financial Officer(Principal Financial and Accounting Officer)








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