Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed in the Initial Filing, effective as of the closing of
the Exchange Offer on July 15, 2022, Mr. Protiva was appointed to the Board of
Directors of the Company (the "Board") and as Vice Chairman of the Board. In
connection with such appointments, subsequent to the closing of the Exchange
Offer, Mr. Protiva and ADVA entered into a settlement agreement on August 4,
2022 (the "Settlement Agreement"), under which Mr. Protiva and ADVA agreed that
(i) Mr. Protiva would resign as Chief Executive Officer ("CEO") of ADVA and as a
member of the management board of ADVA effective August 31, 2022, (ii) Mr.
Protiva's existing service contract with ADVA would continue in effect until its
expiration on December 31, 2022 and (iii) Mr. Protiva would continue to receive
his remuneration as CEO of ADVA until December 31, 2022, but that Mr. Protiva
would not be entitled to any severance payments as compensation for the
expiration of his service contract. Pursuant to his existing service contract,
as described in ADVA's 2021 Annual Report, for ADVA's fiscal year ended December
31, 2021, Mr. Protiva received fixed remuneration of €253,000, fringe benefits
of €11,000, variable short-term compensation of €448,000, and variable long-term
compensation of €197,000. Following the expiration of Mr. Protiva's service
contract on December 31, 2022, it is expected that Mr. Protiva will receive
compensation for Board service in accordance with the Company's standard
compensation arrangements for non-employee directors of the Company (including
Nikos Theodosopoulos and Johanna Hey), which are described in ADTRAN, Inc.'s
definitive proxy statement on Schedule 14A filed with the Securities and
Exchange Commission on March 29, 2022, as adjusted by the Board from time to
time. The foregoing summary of the Settlement Agreement does not purport to be
complete and is qualified in its entirety by reference to the Settlement
Agreement, a copy of which is attached to this Current Report on Form 8-K as
Exhibit 10.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired
The audited consolidated financial statements of ADVA required by Item 9.01(a)
of Form 8-K are attached as Exhibit 99.1 to this Amendment and are incorporated
by reference herein. The unaudited consolidated financial statements of ADVA
required by Item 9.01(a) of Form 8-K are attached as Exhibit 99.2 to this
Amendment and are incorporated by reference herein.
(b) Pro Forma Financial Information
The unaudited pro forma condensed combined financial information required by
Item 9.01(b) of Form 8-K is attached as Exhibit 99.3 to this Amendment and is
incorporated by reference herein.
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(d) Exhibits
Exhibit Description
Number
10.1 Settlement Agreement by and between ADVA Optical Networking SE and
Mr. Brian L. Protiva
23.1 Consent of PricewaterhouseCoopers GmbH
Wirtschaftsprüfungsgesellschaft.
99.1 Historical audited consolidated financial statements of ADVA Optical
Networking SE
99.2 Historical unaudited interim financial statements of ADVA Optical
Networking SE
99.3 Unaudited pro forma condensed combined financial information
104 Cover Page Interactive Data File - the cover page iXBRL tags are
embedded within the Inline XBRL document.
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