Item 8.01 Other Events.
On August 3, 2020, Calix, Inc. (the "Company") completed an underwritten public
offering of 3,220,000 shares of its common stock, $0.025 par value per share
(the "Common Stock"), including a full exercise by the Underwriters (as defined
below) of their option to purchase an additional 420,000 shares of Common Stock,
for net proceeds of approximately $60.0 million, after deducting the
underwriting discount and estimated expenses payable by the Company.
In connection with the issuance and sale of shares of the Common Stock, the
Company entered into an underwriting agreement (the "Underwriting Agreement"),
dated July 29, 2020, between the Company and Jefferies LLC, as representative of
the several underwriters named therein (the "Underwriters"). The Underwriting
Agreement contains customary representations and warranties of the parties and
indemnification and contribution provisions under which the Company has agreed
to indemnify the Underwriters against certain liabilities, including liabilities
under the Securities Act of 1933, as amended (the "Securities Act"). Pursuant to
the Underwriting Agreement, the Company agreed not to sell or transfer any
shares of Common Stock or any securities convertible into or exercisable or
exchangeable for the Common Stock for 90 days after July 29, 2020 without first
obtaining the written consent of Jefferies LLC, subject to certain exceptions. A
copy of the Underwriting Agreement is attached as Exhibit 1.1 to this Current
Report on Form 8-K and is incorporated herein by reference.
The offering was made pursuant to an effective shelf registration statement
(File No. 333-240105), a base prospectus, dated July 27, 2020, included as part
of the registration statement, and a prospectus supplement, dated July 29, 2020,
filed with the Securities and Exchange Commission pursuant to Rule 424(b) under
the Securities Act.
A copy of the opinion of Latham & Watkins LLP relating to the validity of the
securities issued in the Offering is filed herewith as Exhibit 5.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
1.1 Underwriting Agreement, dated as of July 29, 2020, among Calix, Inc.
and Jefferies LLC, as representative of the several underwriters named
therein.
5.1 Opinion of Latham & Watkins LLP.
23.1 Consent of Latham & Watkins LLP (included in Exhibit 5.1).
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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CALIX, INC. 
