UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 10-Q/A

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(Mark One) 

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

 

For the quarterly period ended March 31, 2017

 

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

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NeoPhotonics Corporation

(Exact name of registrant as specified in its charter)

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|                                                            |   |                                  |
|-----------------------------------------------------------------|--------|---------------------------------------|
| Delaware                                                        |   | 94-3253730                            |
| (State or other jurisdiction

of incorporation or organization) |   | (I.R.S. Employer

Identification 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)

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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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post 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 filer              | ☒ |
|-----------------------------------|----------|-----------------------------------------------|-------------------------------------|----------|
| Non-accelerated filer        | ☐ | (do not check if a smaller reporting company) | Smaller reporting company | ☐ |
| Emerging growth company           | ☐ |                                          |                                |  |

 

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 April 30, 2017, there were approximately 43,079,000 shares of the registrant’s Common Stock outstanding. 

 

 

			 		

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EXPLANATORY NOTE

 

This amendment to the Quarterly Report on Form 10-Q for the three months ended March 31, 2017 is being filed for the sole purpose of including certain exhibits that were inadvertently omitted from the EDGAR filing of the Form 10-Q as originally filed on May 9, 2017.  

 

 

 

 

ITEM 6.EXHIBITS 

 

See Index to Exhibits at the end of this report. 

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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 Corporation |
|--------|--------------------------|
|   |                     |
| Date:  | May 9, 2017              | By: | /S/  CLYDE RAYMOND WALLIN |
|   |                     | Clyde Raymond Wallin |
|   |                     | Chief Financial Officer and Senior Vice President |
|   |                     | (Principal Financial and Accounting Officer) |

 

 

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EXHIBIT INDEX

| Exhibitno.      |         | Description of exhibit                                                                                                                                                                                         |         | Form             |   | SEC File No.       |           | Exhibit        |   | Filing Date                    |   | Filed Herewith |           |
|-----------------|--------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------|------------------|--------|--------------------|----------------|----------------|--------|--------------------------------|--------|----------------|----------------|
| 2.1             |         | Asset Purchase Agreement dated December 14, 2016 between APAT Optoelectronics Components Co., Ltd., NeoPhotonics Dongguan Co., Ltd. and NeoPhotonics (China) Co., Ltd.*

                                 |         | Form 8-K         |   | 001-35061          |           | 2.1            |   | January 23, 2017               |   |           |           |
| 2.2             |         | Supplementary Agreement to Asset Purchase Agreement, dated January 12, 2017, between APAT Optoelectronics Components Co., Ltd., NeoPhotonics Dongguan Co., Ltd. and NeoPhotonics (China) Co., Ltd.*

     |         | Form 8-K         |   | 001-35061          |           | 2.2            |   | January 23, 2017               |   |           |           |
| 2.3             |         | Second Supplementary Agreement to Asset Purchase Agreement, dated January 14, 2017, between APAT Optoelectronics Components Co., Ltd., NeoPhotonics Dongguan Co., Ltd. and NeoPhotonics (China) Co., Ltd.*     |         | Form 8-K         |   | 001-35061          |           | 2.3

     |   | January 23, 2017               |   |           |           |
|  

3.1     |    |  

Amended and Restated Certificate of Incorporation of NeoPhotonics Corporation.                                                                                                                         |    |  

Form 8-K |   |  

001-35061  |  

  |  

3.1    |   |  

February 10, 2011 |   |           |           |
|  

3.2     |    |  

Amended and Restated Bylaws of NeoPhotonics Corporation.                                                                                                                                               |    |  

Form S-1 |   |  

333-166096 |           |  

3.4    |   |  

November 22, 2010 |   |           |           |
|  

4.1     |    |  

Specimen Common Stock Certificate of NeoPhotonics Corporation.                                                                                                                                         |    |  

Form S-1 |   |  

333-166096 |           |  

4.1    |   |  

May 17, 2010           |   |           |           |
|  

4.2     |    |  

2008 Investors’ Rights Agreement by and between NeoPhotonics Corporation and the investors listed on Exhibit A thereto, dated May 14, 2008.                                                     |    |  

Form S-1 |   |  

333-166096 |           |  

4.2    |   |  

April 15, 2010         |   |           |           |
|            |         |                                                                                                                                                                                                           |         |             |   |               |           |           |   |                           |   |           |           |
| 4.3             |         | Commitment to File Registration Statement and Related Waiver of Registration Rights by and between NeoPhotonics Corporation and Open Join Stock Company “RUSNANO” dated as of December 18, 2014. |         | Form S-1         |   | 333-201180         |           | 4.4            |   | December 19, 2014              |   |           |           |
|            |         |                                                                                                                                                                                                           |         |             |   |               |           |           |   |                           |   |           |           |
| 10.1            |         | Tenth Amendment dated January 3, 2017 to Revolving Credit and Term Loan Agreement, dated March 21, 2013, by and between NeoPhotonics Corporation and Comerica Bank, as Agent and sole Lender.

           |         | Form 10-K        |   | 001-35061          |           | 10.59          |   | March 16, 2017                 |   |           |           |
| 10.2            |         | Term Loan Agreement, dated March 29, 2017, by and between NeoPhotonics Semiconductor GK and The Bank of Tokyo-Mitsubishi**.                                                                                    |         | Form 10-Q        |   | 001-35061          |           | 10.2           |   | May 9, 2017                    |   |  

  |           |
|  

31.1    |         |  

Certification pursuant to Rule 13a-14(a)/15d-14(a).                                                                                                                                                    |         |  

    |   |  

      |           |  

  |   |  

                  |   |  

X      |           |
|  

31.2    |         |  

Certification pursuant to Rule 13a-14(a)/15d-14(a).                                                                                                                                                    |         |  

    |   |  

      |           |  

  |   |  

                  |   |  

X      |  

  |
|  

32.1    |         |  

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.                          |         |  

    |   |  

      |           |  

  |   |  

                  |   | X

       |           |
|  

101.INS |         |  

XBRL Instance Document.                                                                                                                                                                                |         | Form 10-Q        |   | 001-35061          |           | 10.2           |   | May 9, 2017                    |   |  

  |           |
|  

101.SCH |         |  

XBRL Taxonomy Extension Schema Document.                                                                                                                                                               |         | Form 10-Q        |   | 001-35061          |           | 10.2           |   | May 9, 2017                    |   |  

  |           |
|  

101.CAL |         |  

XBRL Taxonomy Extension Calculation Linkbase Document.                                                                                                                                                 |         | Form 10-Q        |   | 001-35061          |           | 10.2           |   | May 9, 2017                    |   |  

  |           |
|  

101.DEF |         |  

XBRL Taxonomy Extension Definition Linkbase Document.                                                                                                                                                  |         | Form 10-Q        |   | 001-35061          |           | 10.2           |   | May 9, 2017                    |   |  

  |           |
|            |         |                                                                                                                                                                                                           |         |             |   |               |           |           |   |                           |   |           |           |
|  

101.LAB |         | XBRL Taxonomy Extension Label Linkbase Document.                                                                                                                                                               |         | Form 10-Q        |   | 001-35061          |           | 10.2           |   | May 9, 2017                    |   |  

  |           |

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| Exhibitno.                                                                                                                                                                    |   | Description of exhibit                                                      |   | Form      |   | SEC File No. |   | Exhibit |   | Filing Date |   | Filed Herewith |   |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-----------------------------------------------------------------------------|--------|-----------|--------|--------------|--------|---------|--------|-------------|--------|----------------|--------|
|  

101.PRE                                                                                                                                                               |   |  

XBRL Taxonomy Extension Presentation Linkbase Document.   |   | Form 10-Q |   | 001-35061    |   | 10.2    |   | May 9, 2017 |   |  

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+ Management compensatory plan or arrangement.

* Translation to English of an original Chinese document.

** Tranlation to English of an original Japanese document. |   |
|                                                                                                                                                                          |   |

 

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