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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
Date of Report (Date of earliest event reported): January 19, 2006
HARMONIC INC.
(Exact name of Registrant as specified in its charter)
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| Delaware
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0-25826
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77-0201147 |
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| (State or other jurisdiction of
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Commission File Number
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(I.R.S. Employer |
| incorporation or organization)
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Identification Number) |
549 Baltic Way
Sunnyvale, CA 94089
(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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
Item 2.02. Results of Operations and Financial Condition.
On January 19, 2006, Harmonic Inc. (“Harmonic”) issued a press release regarding its unaudited
financial results for the quarter and year ended December 31, 2005. Harmonic also announced that it
would be holding a conference call on Thursday, January 19, 2006, to discuss its financial results
for the quarter and year ended December 31, 2005.
The information in this Current Report on Form 8-K is being furnished and shall not be deemed
“filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or
otherwise subject to the liabilities of that Section.
Use of Non-GAAP Financial Information
To supplement our consolidated financial statements presented in accordance with GAAP, Harmonic
uses non-GAAP measures of net income (loss) and earnings per share, which are adjusted from results
based on GAAP to exclude certain items such as non-cash accounting charges, severance costs and a benefit to the excess facilities reserve. These non-GAAP adjustments are
provided to enhance the user’s overall understanding of our current financial performance and our
prospects for the future. Specifically, we believe the non-GAAP results provide useful information
to both management and investors by excluding certain items that we believe are not indicative of
our core operating performance. In addition, since we have historically reported non-GAAP results
to the investment community, we believe the inclusion of non-GAAP numbers provides consistency in
our financial reporting. Further, these non-GAAP results are a primary indicator used by management
for planning and forecasting in future periods. The presentation of this additional information is
not intended to be considered in isolation or as a substitute for results prepared in accordance
with accounting principles generally accepted in the United States, and is not necessarily
comparable to non-GAAP results published by other companies. A table reconciling the non-GAAP
results to GAAP results is included in the accompanying press release.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
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Exhibit Number
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Description |
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99.1
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Press Release of Harmonic Inc., issued on January 19, 2006 |
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.
HARMONIC INC.
Date: January 19, 2006
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By:
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/s/Robin N. Dickson
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Robin N. Dickson |
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Chief Financial Officer |
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Exhibit Index
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Exhibit Number
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Description |
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99.1
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Press Release of Harmonic Inc., issued on January 19, 2006 |