As filed with the Securities and Exchange Commission on January 29, 2026
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
Viavi Solutions Inc.
(Exact name of Registrant as specified in its charter)
| Delaware | 94-2579683 | |||||||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | |||||||
1445 South Spectrum Blvd, Suite 102 Chandler, Arizona | 85286 | |||||||
| (Address of principal executive offices) | (Zip code) | |||||||
Viavi Solutions Inc. Equity Incentive Plan
(Full title of the plan)
Kevin Siebert, Esq.
Viavi Solutions Inc.
1445 South Spectrum Blvd, Suite 102
Chandler, Arizona 85286
Chandler, Arizona 85286
(Name and address of agent for service)
(408) 404-3600
(Telephone number, including area code, of agent for service)
Copies to:
J.T. Ho, Esq.
Cleary Gottlieb Steen & Hamilton LLP
650 California Street, Suite 2400
San Francisco, California 94108
(415) 796-4400
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,”
“accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||||||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||||||||||||||||
| Emerging growth company | ☐ | |||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This registration statement (the “Registration Statement”) is being filed by Viavi Solutions Inc. (the “Registrant”) for the purpose of registering an additional 10,500,000 shares of common stock, par value $0.001 per share (the “Common Stock”), issuable pursuant to the Viavi Solutions Inc. Equity Incentive Plan (as amended, the “Equity Incentive Plan”). This Registration Statement relates solely to the registration of additional securities of the same class as other securities for which registration statements on Form S-8 relating to the Plan set forth herein are effective.
Pursuant to General Instruction E to Form S-8, this Registration Statement incorporates by reference the contents of the Registrant’s effective registration statement on Form S-8 with respect to the Equity Incentive Plan filed with the Securities and Exchange Commission (the “Commission”) on February 2, 2024 (File No. 333-276846), as further supplemented by the information set forth below.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The Registrant hereby incorporates by reference into this Registration Statement the following documents previously filed with the Commission (other than information supplied in a Current Report on Form 8-K that is furnished and not filed and, except as may be noted in any such Form 8-K, exhibits filed on such form that are related to such information):
a)The Registrant’s Annual Report on Form 10-K for the fiscal year ended June 28, 2025 (the “Annual Report”), filed with the Commission on August 11, 2025, pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “1934 Act”);
b)All other reports filed pursuant to Section 13(a) or 15(d) of the 1934 Act since the end of the fiscal year covered by the Registrant’s Annual Report referred to in (a) above; and
c)The Description of Capital Stock of the Registrant contained in Exhibit 4.6 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended June 27, 2020 (filed with the Commission on August 24, 2020), including any amendments or reports filed for the purpose of updating such descriptions.
All reports and definitive proxy or information statements filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered hereby have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed (whether before or after the date of this Registration Statement) in accordance with the rules of the Commission shall not be deemed incorporated by reference into this Registration Statement. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 8. Exhibits
| Exhibit Number | Documents | |||||||
* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chandler, State of Arizona, on January 29, 2026.
VIAVI SOLUTIONS INC. | ||||||||
By: | /s/ Oleg Khaykin | |||||||
Oleg Khaykin | ||||||||
Chief Executive Officer and President | ||||||||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENT, that each person whose signature appears below constitutes and appoints Oleg Khaykin and Ilan Daskal, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement on Form S-8 and any and all amendments (including post-effective amendments), and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-8 has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:
Signature | Title | Date | ||||||||||||||||||
/s/ Oleg Khaykin | Chief Executive Officer and Director (Principal Executive Officer and Principal Operating Officer) | January 29, 2026 | ||||||||||||||||||
Oleg Khaykin | ||||||||||||||||||||
/s/ Ilan Daskal | Chief Financial Officer (Principal Financial Officer) | January 29, 2026 | ||||||||||||||||||
Ilan Daskal | ||||||||||||||||||||
/s/ Keith Barnes | Director | January 29, 2026 | ||||||||||||||||||
Keith Barnes | ||||||||||||||||||||
/s/ Richard E. Belluzzo | Chairman of the Board | January 29, 2026 | ||||||||||||||||||
Richard E. Belluzzo | ||||||||||||||||||||
/s/ Laura Black | Director | January 29, 2026 | ||||||||||||||||||
Laura Black | ||||||||||||||||||||
/s/ Richard Burns | Director | January 29, 2026 | ||||||||||||||||||
Richard Burns | ||||||||||||||||||||
/s/ Donald Colvin | Director | January 29, 2026 | ||||||||||||||||||
Donald Colvin | ||||||||||||||||||||
/s/ Eugenia Corrales | Director | January 29, 2026 | ||||||||||||||||||
Eugenia Corrales | ||||||||||||||||||||
/ | ||||||||||||||||||||
/s/ Doug Gilstrap | Director | January 29, 2026 | ||||||||||||||||||
Doug Gilstrap | ||||||||||||||||||||
/s/ Joanne Solomon | Director | January 29, 2026 | ||||||||||||||||||
Joanne Solomon | ||||||||||||||||||||