-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Kqoa2foNnGBTJWq0TYLbcn2UqTpKM/j0vMpIqFhE1XvGtDgQ4fvQbVUsErOX24+Q z9R/sYZyaYaAmKGow9qSvw== 0000950149-04-001081.txt : 20040603 0000950149-04-001081.hdr.sgml : 20040603 20040602212230 ACCESSION NUMBER: 0000950149-04-001081 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20040602 ITEM INFORMATION: Other events FILED AS OF DATE: 20040603 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADVANCED FIBRE COMMUNICATIONS INC CENTRAL INDEX KEY: 0000898805 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 680277743 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-28734 FILM NUMBER: 04845739 BUSINESS ADDRESS: STREET 1: 1465 N. MCDOWELL BLVD. CITY: PETALUMA STATE: CA ZIP: 94954 BUSINESS PHONE: 7077947700 MAIL ADDRESS: STREET 1: 1465 N. MCDOWELL BLVD. CITY: PETALUMA STATE: CA ZIP: 94954 8-K 1 f99475e8vk.htm CURRENT REPORT e8vk
 

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: June 2, 2004
(Date of earliest event reported)

Advanced Fibre Communications, Inc.

(Exact name of registrant as specified in its charter)
         
Delaware   0-28734   68-0277743
 
 
(State or Other Jurisdiction
of Incorporation)		   (Commission
File Number) 		  (I.R.S. Employer
Identification Number)
     
1465 North McDowell Boulevard, Petaluma, CA   94954
 
(Address of principal executive offices)   (Zip Code)

(707) 794-7700
(Registrant’s telephone number,
including area code)

 

 

    Item 5. Other Events.

     Advanced Fibre Communications, Inc. (“AFC”) has received a copy of a complaint filed by a purported stockholder against AFC, its current directors and Tellabs, Inc. in the Court of Chancery of the State of Delaware in and for New Castle County. The complaint alleges, among other things, that AFC’s directors, in approving the previously announced merger of AFC with a subsidiary of Tellabs, breached their fiduciary duties to AFC’s stockholders because, according to the complaint, the consideration to be received by AFC stockholders pursuant to the merger is “inadequate.” The plaintiff purports to represent a class of all AFC stockholders. The complaint seeks to prevent the consummation of the merger or, in the alternative, damages in an unstated amount.

     AFC believes the allegations in the complaint are without merit and AFC and its directors will vigorously contest this action. Completion of the proposed merger involving AFC and Tellabs is subject to customary closing conditions, including the approval of AFC stockholders. The Board of Directors of AFC approved the proposed merger based on its determination that it is in the best interests of AFC and its stockholders.

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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 hereunto duly authorized.

    Dated: June 2, 2004

 
ADVANCED FIBRE COMMUNICATIONS, INC
 
By:       /s/ Keith E. Pratt
Name:       Keith E. Pratt
Title:         Chief Financial Officer, Senior Vice
                  President, Finance and Administration,
                  and Assistant Secretary

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