Item 2.02. Results of Operations and Financial Condition.
On January 11, 2021, Acacia Communications, Inc. (the "Company") issued a press
release announcing certain preliminary unaudited financial results for its
fourth fiscal quarter and fiscal year ended December 31, 2020. The full text of
the Company's press release issued in connection with the announcement is
furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
The information contained in this Item 2.02 (including Exhibit 99.1) shall not
be incorporated by reference into any filing of the Company, whether made before
or after the date hereof, regardless of any general incorporation language in
such filing, unless expressly incorporated by specific reference to such filing.
The information contained in this Item 2.02 (including Exhibit 99.1), shall not
be deemed to be "filed" for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended, or otherwise subject to the liabilities of that section
or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.
Item 7.01. Regulation FD Disclosure.
The Company plans to host a conference call and live audio webcast to discuss
recent developments, certain preliminary unaudited financial results for its
fourth fiscal quarter and fiscal year ended December 31, 2020, and the Company's
outlook and strategy at 5:00 p.m. Eastern Time on January 11, 2021. The live
audio webcast of the call, along with the Company's press release and corporate
presentation, can be accessed at the Company's Investor Relations website at
http://ir.acacia-inc.com. The U.S. dial-in for the call is (877) 407-8293 (or
(201) 689-8349 for non-U.S. callers). Please ask to be joined to the Acacia
Communications call. A replay of the conference call will be available until
January 18, 2021, at 11:59 p.m. Eastern Time, while an archived version of the
webcast will be available on the Company's Investor Relations website for 90
days. The U.S. dial-in for the conference call replay is (877) 660-6853 (or
(201) 612-7415 for non-U.S. callers). The replay access code is 13714805. A copy
of the Company's corporate presentation is furnished herewith as Exhibit 99.2
and is incorporated herein by reference.
The information contained in this Item 7.01 (including Exhibit 99.2) shall not
be incorporated by reference into any filing of the Company, whether made before
or after the date hereof, regardless of any general incorporation language in
such filing, unless expressly incorporated by specific reference to such filing.
The information contained in this Item 7.01 (including Exhibit 99.2), shall not
be deemed to be "filed" for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended, or otherwise subject to the liabilities of that section
or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.
Safe Harbor for Forward-Looking Statements
This Current Report on Form 8-K includes statements concerning the Company and
its future expectations, plans and prospects that constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995, including statements regarding preliminary unaudited financial results
for its fourth fiscal quarter and fiscal year ended December 31, 2020. For this
purpose, any statements contained herein that are not statements of historical
fact may be deemed to be forward-looking statements. Without limiting the
foregoing, the words "may," "should," "would," "expects," "plans,"
"anticipates," "could," "intends," "target," "projects," "contemplates,"
"believes," "estimates," "predicts," "potential," "will" or "continue" or the
negative of these terms or other similar expressions are intended to help you
identify forward-looking statements. The forward-looking statements in this
Current Report on Form 8-K are only predictions. The events and circumstances
reflected in the forward-looking statements may not be achieved or occur and
actual results could differ materially from those projected in the forward
looking statements. The Company has based these forward-looking statements
largely on its current expectations and projections about future events and
trends that the Company believes may affect its business, financial condition
and results of operations. These forward-looking statements speak only as of the
date of this Current Report on Form 8-K and are subject to a number of risks,
uncertainties and assumptions including, without limitation, the finalization of
the Company's financial closing procedures and financial statements for the
fourth fiscal quarter and fiscal year ended December 31, 2020, and any
adjustments identified by the Company's auditors in the course of their review
and audit, as applicable, of such financial statements; the potential impacts on
the Company's business, reputation, relationships, results of operations, cash
flows and financial condition as a result of the proposed acquisition (the
"Merger") of the Company by Cisco Systems, Inc. ("Cisco") pursuant to the
agreement and plan of merger (the "Merger Agreement") by and among the Company,
Cisco and Amarone Acquisition Corp., termination of the Merger, uncertainty with
respect to the Merger or litigation relating to the Merger; pending or potential
litigation against the Company or its directors or officers related to the
Merger, the Merger Agreement or termination thereof, including the litigation
instituted by Cisco against the Company, and any adverse outcome of such
litigation; the effects of announcements relating to the Merger and the Merger
Agreement, including with respect to the termination thereof and challenges to
the termination thereof; the costs, fees, expenses and other charges related to
the Merger, including with respect to related litigation; risks that the Merger
and litigation relating to the Merger may divert management's attention from the
Company's ongoing business operations, disrupt the Company's operations and
result in potential difficulties in the Company's ability to attract and retain
employees; the Company's ability to maintain its listing on the Nasdaq Global
Select Market; uncertainty regarding the extent to which the coronavirus
disease, COVID-19, pandemic and
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related response measures will adversely affect the Company's business, results
of operations, cash flows and financial condition, or the business and financial
condition of the Company's customers and suppliers; the Company's ability to
sustain or increase revenue from its larger customers, generate revenues from
new customers, or offset the discontinuation of concentrated purchases by its
larger customers with purchases by new or existing customers; the Company's
ability to anticipate the timing and scale of demand for its products, including
from its largest customers; the adverse impact of negative economic conditions
created or exacerbated by the ongoing COVID-19 pandemic; the Company's
expectations regarding expenses and revenue, its ability to maintain and expand
gross profit, the sufficiency of the Company's cash resources and needs for
additional financing; the Company's ability to produce products free of
problems, defects, errors and vulnerabilities; the Company's anticipated growth
strategies, its expectations regarding competition, the anticipated trends and
challenges in the Company's business and the markets in which it operates; the
Company's expectations regarding, and the capacity and stability of, its supply
chain and manufacturing; the size and growth of the potential markets for the
Company's products and the ability to serve those markets; the scope, progress,
expansion and costs of developing and commercializing the Company's products;
the timing, rate and degree of introducing any of its products into the market
and the market acceptance of any of its products; the Company's ability to
establish and maintain development partnerships; the Company's ability to
attract or retain key personnel; the Company's expectations regarding federal,
state and foreign regulatory requirements, including export controls, tax law
changes and interpretations, economic sanctions and anti-corruption regulations;
regulatory or legislative developments in the United States and foreign
countries, including trade policy and tariffs and export control laws or
regulations that could impede its ability to sell its products to its customer
ZTE Kangxun Telecom Co. Ltd. or any of its affiliates or that could impede its
ability to sell its products to other customers in certain foreign
jurisdictions, particularly in China, or that could impede sales by such
customers in the United States; the Company's ability to obtain and maintain
intellectual property protection for its products; and other risks set forth
under the caption "Risk Factors" in the Company's public reports filed with the
SEC, including the Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended September 30, 2020 and in other filings that the Company may make
with the SEC from time to time. Because forward-looking statements are
inherently subject to risks and uncertainties, some of which cannot be predicted
or quantified, you should not rely on these forward-looking statements as
indicative of future events. The Company assumes no obligation to update any
forward-looking statements contained in this Current Report on Form 8-K as a
result of new information, future events or otherwise.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
99.1 Press release dated J a nuary 11 , 2021.
99.2 Corporate Presentation.
104 Cover Page Interactive Data File (formatted as Inline XBRL)
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