Item 7.01. Regulation FD Disclosure.
On
The information furnished in this Item 7.01, including the attached exhibit, shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filings under the Securities Act, except as shall be expressly set forth by specific reference in such a filing.
Item 8.01. Other Events.
On
The offering is expected to close on or about
The Company intends to use the net proceeds from the offering to repay the
approximately
The offering is being made pursuant to a shelf registration statement on Form
S-3 (Registration Statement No. 333-230476) filed by the Company with the
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification and contribution obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.
The foregoing description of the Underwriting Agreement is not complete and is
qualified in its entirety by reference to the full text of the Underwriting
Agreement, a copy of which is filed as Exhibit 1.1 to this report and is
incorporated by reference herein. A copy of the opinion of
Cautionary Note Regarding Forward Looking Statements: This Current Report on
Form 8-K contains forward-looking statements regarding future events and our
future results that are subject to the safe harbors created under the Private
Securities Litigation Reform Act of 1995. These statements reflect the beliefs
and assumptions of the Company's management as of the date hereof. Words such as
"anticipate," "believe," "continue," "could," "estimate," "expect," "forecast,"
"goal," "intend," "may," "plan," "project," "seek," "should," "target," "will,"
"would," variations of such words, and similar expressions are intended to
identify forward-looking statements. Readers are cautioned that these
forward-looking statements are only predictions and are subject to risks,
uncertainties and assumptions that are difficult to predict. The Company's
actual results could differ materially and adversely from those expressed in or
contemplated by the forward-looking statements. Factors that could cause actual
results to differ include, but are not limited to, those risk factors contained
in the Company's
Readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date on which they are made. The Company undertakes no obligation to update or revise any forward-looking statements for any reason.
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Item 9.01Financial Statements and Exhibits.
(d) Exhibits. EXHIBIT NUMBER DESCRIPTION 1.1 Underwriting Agreement, datedJanuary 26, 2021 , by and amongDZS Inc. andStifel, Nicolaus & Company, Incorporated andNeedham & Company, LLC , as representatives of the several underwriters named therein. 5.1 Opinion ofBaker Botts L.L.P. 23.1 Consent ofBaker Botts L.L.P. (included in Exhibit 5.1) 99.1 Press Release, datedJanuary 26, 2021 , announcing the pricing of the offering. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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