Filing Details

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)*

 

Harmonic Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title and Class of Securities)

413160102

(CUSIP Number)

Samantha Nasello

Scopia Capital Management LP

152 West 57th St., 33rd Floor

New York, NY 10019

(212) 370-0303

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 9, 2021

(Date of Event Which Requires Filing of Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box.  ☒

 

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes)

Amendment No. 1 to Schedule 13D

The following constitutes Amendment No. 1 (“Amendment No. 1”) to the Schedule 13D filed with the Securities and Exchange Commission (“SEC”) by Scopia Capital Management LP (“Scopia Capital”), Scopia Management, Inc. (“Scopia Management”), Matthew Sirovich and Jeremy Mindich (collectively, the “Reporting Persons”) on March 8, 2021. This Amendment No. 1 amends and supplements the Schedule 13D as specifically set forth herein.

All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

Item 4 of Schedule 13D is supplemented and superseded, as the case may be, as follows:

On April 9, 2021, Scopia Capital and the Issuer entered into a cooperation agreement (the “Cooperation Agreement”). Pursuant to the terms of the Cooperation Agreement, the Issuer agreed that Scopia Capital will have the right at any time prior to the day (such day, the “2022 Deadline”) that is the earlier of (x) 15 business days prior to the deadline for the submission of stockholder nominations of directors for the Issuer’s 2022 annual meeting of stockholders and (y) the day that is 75 days prior to the first anniversary of the Issuer’s 2021 annual meeting of stockholders (the “2021 Annual Meeting”) to request that the Issuer’s Board of Directors (the “Board”) and each appropriate committee and subcommittee of the Board take all necessary actions to appoint (i) Jerome Lande (or if Mr. Lande is no longer an employee of Scopia Capital, another member of senior management of Scopia Capital designated by Scopia Capital) to serve as a director on the Board (the “Scopia Director”), with the appointment of the Scopia Director to take place within five business days of the completion of a customary background check and director and officer questionnaire, and (ii) one additional “independent” individual designated by Scopia Capital to serve as a director on the Board, subject to such individual satisfying certain agreed criteria (the “New Independent Director”, and together with the Scopia Director, the “New Directors”).  In addition, prior to the expiration of the Standstill Period (as defined below), Scopia shall be entitled to (x) designate a replacement Scopia Director if, following the initial appointment of a Scopia Director, such Scopia Director (or any replacement thereof) is no longer serving as a director for any reason other than as a consequence of such Scopia Director not being included on the slate of nominees recommended by the Board after the 2021 Annual Meeting and (y) designate a replacement New Independent Director if, following the initial appointment of a New Independent Director, such New Independent Director (or any replacement thereof) is no longer serving as a director for any reason.

If any individual is designated as a New Director within 10 business days prior to the Issuer’s filing of its proxy statement for the 2021 Annual Meeting or following such filing but before the 2021 Annual Meeting, then the effective time of the appointment of such individual will be not more than five business days following the 2021 Annual Meeting.  In the event that Scopia Capital designates any New Director at any time before 10 business days prior to the filing of the Issuer’s proxy statement for the 2021 Annual Meeting, then the Board will offer to include such New Director as a nominee for election to the Board on the slate of nominees recommended by the Board in the Issuer’s proxy statement and on its proxy card relating to the 2021 Annual Meeting.  Subject to the terms and conditions of the Cooperation Agreement, Scopia Capital may exercise its right to designate one or both of the New Directors at any time prior to the 2022 Deadline, but such right to designate New Directors (or replacement directors) will end and not be reinstated if at any time Scopia Capital no longer beneficially owns at least 5% of the then-outstanding Common Stock.  Further, Scopia Capital will cause the Scopia Director to promptly offer to resign from the Board if Scopia Capital no longer beneficially owns at least 5% of the then-outstanding Common Stock.

 

Item 6 of Schedule 13D is supplemented and superseded, as the case may be, as follows:

The disclosure regarding the Cooperation Agreement in Item 4 is incorporated by reference herein.

The Cooperation Agreement is incorporated by reference as Exhibit 99.1 hereto and is incorporated by reference herein.