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


February 4, 2019





Date of Report (Date of earliest event reported)





HARMONIC INC.


(Exact name of Registrant as specified in its charter)








Delaware000-2582677-0201147(State or other jurisdiction ofincorporation or organization)CommissionFile Number(I.R.S. EmployerIdentification Number)


4300 North First Street


San Jose, CA 95134


(408) 542-2500


(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)








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 (see General Instruction A.2. below):


 ̈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))
  ̈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.  ☐





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Item 2.02.Results of Operations and Financial Condition.


On February 4, 2019, Harmonic Inc. (“Harmonic”) issued a press release regarding its preliminary unaudited financial results for the quarter and year ended December 31, 2018. In the press release, Harmonic also announced that it would be holding a conference call on February 4, 2019 to discuss its financial results for the quarter and year ended December 31, 2018. A copy of the press release is furnished as Exhibit 99.1 hereto, and the information in Exhibit 99.1 is incorporated herein by reference.


The information in this Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and this Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 furnished herewith shall not be incorporated by reference into any filing by Harmonic under the Securities Act of 1933, as amended (the “Securities Act”), or under the Exchange Act.








Item 9.01.Financial Statements and Exhibits.


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|(d) | Exhibits.

ExhibitNumberDescription99.1Press release of Harmonic Inc. dated February 4, 2019, entitled “Harmonic Announces Fourth Quarter and Fiscal 2018 Results.”





EXHIBIT INDEX


ExhibitNumberDescription99.1Press release of Harmonic Inc. dated February 4, 2019, entitled “Harmonic Announces Fourth Quarter and Fiscal 2018 Results.”








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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.





Date: February 4, 2019HARMONIC INC.By:/s/ Sanjay KalraSanjay KalraChief Financial Officer











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