FNSR » Topics » Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

This excerpt taken from the FNSR DEF 14A filed Apr 6, 2005.
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant þ    
Filed by a Party other than the Registrant o    
Check the appropriate box:
o Preliminary Proxy Statement
þ Definitive Proxy Statement
o Definitive Additional Materials
o Soliciting Material Pursuant to § 240.14a-11(c) or § 240.14a-12


(Name of Registrant as Specified In Its Charter)

     Payment of Filing Fee (Check the appropriate box):

     þ No Fee required.
     o Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

       (1)  Title of each class of securities to which transaction applies:

       (2)  Aggregate number of securities to which transaction applies:

       (3)  Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rules 0-11:

       (4)  Proposed maximum aggregate value of transaction:

       (5)  Total fee paid:

     o Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

       (1) Amount Previously Paid:

       (2) Form, Schedule or Registration Statement No.:

       (3) Filing Party:

       (4) Date Filed:


Table of Contents

1308 Moffett Park Drive
Sunnyvale, California 94089

April 6, 2005

Dear Stockholder:

      You are cordially invited to attend the annual meeting of stockholders on May 6, 2005, at 10:00 a.m., local time, at the offices of DLA Piper Rudnick Gray Cary US LLP, 2000 University Avenue, East Palo Alto, California 94303.

      The Notice of Annual Meeting of Stockholders and a proxy statement, which describe the formal business to be conducted at the meeting, follow this letter. We urge you to read the proxy statement carefully in its entirety before you vote.

      When we began the preparation of the proxy statement for our annual meeting last summer, we anticipated that one of the matters to be submitted to you for approval was the issuance of common stock to Infineon Technologies AG in connection with the acquisition of the fiber optics business unit of Infineon. We subsequently modified our agreement with Infineon and acquired only certain assets related to the transceiver products of Infineon’s fiber optics business unit. Although the issuance of stock to Infineon for the assets related to the transceiver products did not require stockholder approval, completing the details of the transaction with Infineon delayed the preparation of our proxy statement and the stockholders meeting has been significantly delayed. We hope to return to more conventional timing and disclosure for our 2005 stockholders meeting, which we plan to hold this fall.

      Your vote is very important regardless of the number of shares that you own. You may vote by mailing a completed proxy card, by telephone or over the Internet. Voting by any of these methods will ensure your representation at the meeting. We request that you vote promptly even if you plan to attend the meeting.

      A copy of our Annual Report for the fiscal year ended April 30, 2004 is also enclosed for your information. At the annual meeting we will review our activities over the past year and our plans for the future. The Board of Directors and Management look forward to seeing you at the annual meeting.

  Very truly yours,
  (-s- Jerry S. Rawls)
  President and Chief Executive Officer

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To Be Held May 6, 2005

To the Stockholders:

      Please take notice that the annual meeting of stockholders of Finisar Corporation, a Delaware corporation, will be held on May 6, 2005, at 10:00 a.m., local time, at the offices of DLA Piper Rudnick Gray Cary US LLP, 2000 University Avenue, East Palo Alto, California, for the following purposes:

        1. To elect one Class II director to hold office for a three-year term and until his or her successor is elected and qualified;
        2. To consider and vote upon an amendment to Finisar’s Certificate of Incorporation to increase the number of authorized shares of Finisar common stock from 500,000,000 to 750,000,000;
        3. To consider and vote upon an amendment to the Finisar 1999 Employee Stock Purchase Plan to increase the number of shares of Finisar common stock authorized for issuance under such plan from 3,750,000 shares to 13,750,000 shares, to increase the automatic annual increase in the number of shares of common stock reserved for issuance under the plan from 750,000 shares to 1,000,000 shares and adoption of the International Employee Stock Purchase Plan;
        4. To consider, approve and ratify the appointment of Ernst & Young LLP as our independent auditors for the fiscal year ending April 30, 2005; and
        5. To transact such other business as may properly come before the meeting or any adjournment or postponement of the meeting.

      These items of business are described in the attached proxy statement, which is being mailed beginning on or about April 6, 2005. Stockholders of record at the close of business on April 1, 2005 are entitled to notice of, and to vote at, the meeting and any adjournment or postponement. As of that date, there were 258,885,997 shares of Finisar common stock outstanding. Each share of Finisar common stock is entitled to one vote on each matter properly brought before the meeting. For ten days prior to the meeting, a complete list of stockholders entitled to vote at the meeting will be available for examination by any stockholder, for any purpose relating to the meeting, during ordinary business hours at our principal offices located at 1308 Moffett Park Drive, Sunnyvale, California 94089.

      Your vote is very important, regardless of the number of shares that you own. Please vote as soon as possible to make sure that your shares are represented at the meeting. To vote your shares, you may complete and return the enclosed proxy card or you may be able to submit your proxy or voting instructions by telephone or the Internet. If you are a holder of record, you may also cast your vote in person at the annual meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct them on how to vote your shares.

  By order of the Board of Directors,
  (-s- Stephen K. Workman)

Sunnyvale, California

April 6, 2005

      IMPORTANT: Please fill in, date, sign and promptly mail the enclosed proxy card in the accompanying postage-paid envelope to assure that your shares are represented at the meeting. If you attend the meeting, you may choose to vote in person even if you have previously sent in your proxy card.

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