What is the main event being reported in this 8-K filing?

This 8-K filing reports the completion of the separation of Lumentum Holdings Inc. from Viavi Solutions Inc. and the commencement of Lumentum's operations as an independent public company. It details the transfer of Viavi's optical products business to Lumentum and the subsequent distribution of Lumentum shares to Viavi stockholders.

How does this separation affect Viavi shareholders?

Viavi shareholders received 80.1% of Lumentum's common stock. For every five shares of Viavi common stock held on the record date, shareholders received one share of Lumentum common stock. This distribution made Lumentum an independent entity.

Who are the key executives and directors at Lumentum following the separation?

Following the separation, Lumentum established its initial Board of Directors, including members such as Alan Lowe, Brian Lillie, Harold Covert, Penelope Herscher, Martin Kaplan, and Rex Jackson (who resigned as a director at the effective time). Alan Lowe serves as Chief Executive Officer and also remains on the Board. Compensation and incentive plans for named executive officers, including Alan Lowe, have been approved.

What kind of agreements were put in place between Lumentum and Viavi?

Several material agreements were established to govern the separation and the post-separation relationship. These include a Contribution Agreement, Separation and Distribution Agreement, Stockholder's and Registration Rights Agreement, Tax Matters Agreement, Employee Matters Agreement, and Intellectual Property Matters Agreement, among others.

LITE 8-K: Leadership Changes, Material Agreements & More

Summary

Lumentum Holdings Inc. (LITE) filed an 8-K on August 6, 2015, to report on the completion of its separation from Viavi Solutions Inc. (formerly JDS Uniphase Corporation). This filing details the formation of Lumentum as an independent public company, focusing on the transfer of Viavi's Communications and Commercial Optical Products (CCOP) business and the WaveReady product lines to Lumentum. The report outlines the distribution of 80.1% of Lumentum's common stock to Viavi stockholders, effective August 1, 2015, and the establishment of various agreements governing the separation and ongoing relationship between the two entities. Key updates include the appointment of Lumentum's initial Board of Directors and committee members, as well as the approval of compensation arrangements for named executive officers, including CEO Alan Lowe. The filing also confirms amendments to Lumentum's Certificate of Incorporation and Bylaws, and the adoption of a Code of Business Conduct. Overall, this 8-K marks a significant corporate event, establishing Lumentum as a standalone entity in the optical products market and setting the stage for its future operations and strategic initiatives.

Key Highlights

1Lumentum Holdings Inc. has officially separated from Viavi Solutions Inc. and commenced operations as an independent public company, trading under the symbol LITE on The Nasdaq Stock Market.
2The separation involved the transfer of Viavi's Communications and Commercial Optical Products (CCOP) business and WaveReady product lines to Lumentum.
3Viavi distributed 80.1% of Lumentum's common stock to Viavi stockholders.
4Several key agreements were executed between Lumentum and Viavi to govern the separation and the ongoing relationship, including Contribution, Separation and Distribution, Tax Matters, and Intellectual Property Matters Agreements.
5Lumentum has appointed its initial Board of Directors and established Audit, Compensation, and Governance committees, with specific leadership roles assigned.
6Compensation details for named executive officers, including CEO Alan Lowe, have been approved, along with a new Bonus Plan based on operating income and revenue metrics.
7Lumentum has amended and restated its Certificate of Incorporation and Bylaws and adopted a Code of Business Conduct.

Lumentum Holdings Inc. 8-K Report, Material Agreement (Aug 6, 2015)

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