Finisar Corporation, proposes to issue and sell an aggregate of 8,640,000 shares
The Company also proposes to issue and sell to the several Underwriters, and certain stockholders of the Company (the “ Selling Stockholders ”) named in Schedule I hereto severally propose to sell to the several Underwriters, not more than an additional 1,296,000 shares of the Common Stock, $0.001 par value per share, of the Company (the “ Additional Shares ”), of which not more than 1,147,093 shares are to be issued and sold by the Company (the “ Company Additional Shares ”) and not more than 148,907 shares are to be sold by the Selling Stockholders (the “ Selling Stockholder Additional Shares ”), the Company and each Selling Stockholder selling up to the amount set forth opposite their respective name in Schedule I hereto, if and to the extent that you, as Managers of the offering, shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares of common stock granted to the Underwriters in Section 3 hereof. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the “ Shares .” The shares of Common Stock, $0.001 par value per share, of the Company to be outstanding after giving effect to the sales contemplated hereby are hereinafter referred to as the “ Common Stock .” The Company and the Selling Stockholders are hereinafter sometimes collectively referred to as the “ Sellers .”
The Company has filed with the Securities and Exchange Commission (the “ Commission ”) a registration statement, including a prospectus, on Form S-3 (File No. 333-165479) relating to shelf securities (the “ Shelf Securities ”), including the Shares. The registration statement as amended to the date of this Agreement, including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A under the Securities Act of 1933, as amended (the “ Securities Act ”), is hereinafter referred to as the “ Registration Statement ”; the related prospectus covering the Shelf Securities dated March 15, 2010, in the form first used to confirm sales of Shares (or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act) is hereinafter referred to as the “ Base Prospectus. ” The Base Prospectus, as supplemented by the prospectus supplement specifically relating to the Shares in the form first used to confirm sales of the Shares (or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act) is hereinafter referred to as the “ Prospectus ,” and the term preliminary prospectus means the preliminary form of the Prospectus dated March 15, 2010 and distributed to prospective purchasers of the Shares.
