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Zhone Technologies (ZHNE)

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Zhone Technologies 8-K 2010

Form 8-K

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): February 12, 2010

ZHONE TECHNOLOGIES, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware

000-32743

22-3509099

(State or Other Jurisdiction

of Incorporation)

(Commission File No.)

(I.R.S. Employer

Identification No.)

7001 Oakport Street

Oakland, California 94621

(Address of Principal Executive Offices, Including Zip Code)

(510) 777-7000

(Registrant’s Telephone Number, Including Area Code)

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:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 12, 2010, Zhone Technologies, Inc., or Zhone, received a notice of resignation from Steven Levy resigning from Zhone’s Board of Directors, effective immediately. Mr. Levy was a Class I Director whose term would otherwise have expired at Zhone’s 2011 annual meeting of stockholders. Mr. Levy was also a member of Zhone’s Audit Committee. Zhone does not believe that Mr. Levy’s resignation was the result of any disagreement with Zhone on any matter relating to its operations, policies or practices. Zhone does not intend to fill the vacancy on the Board of Directors created by Mr. Levy’s resignation at this time, but may nominate a replacement for election at its 2010 annual meeting of stockholders.

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.

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Date: February 17, 2010

Zhone Technologies, Inc.

/s/ KIRK MISAKA

Kirk Misaka

Chief Financial Officer