Transaction Valuation* | Amount of Filing Fee** | |
$2,016,586 | $112.53 |
* | Estimated solely for purposes of calculating the Amount of Filing Fee. The calculation of the Transaction Valuation assumes that all options to purchase shares of the issuers common stock that may be eligible for exchange in the offer will be tendered pursuant to the offer. These options cover an aggregate of 4,554,169 shares of the issuers common stock and have an aggregate value of $2,016,586 as of November 5, 2009, calculated based on a Black-Scholes option pricing model. | |
** | The Amount of Filing Fee, calculated in accordance with Rule 0-11(b) of the Securities Exchange Act of 1934, as amended, equals $55.80 per $1,000,000 of the aggregate amount of the Transaction Valuation. The Transaction Valuation set forth above was calculated for the sole purpose of determining the Amount of Filing Fee and should not be used for any other purpose. | |
þ | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
Amount Previously Paid: $112.53
|
Filing party: Oclaro, Inc. | |
Form or Registration No.: Schedule TO, as amended
|
Date filed: November 2, 2009, as amended November 9, 2009 |
o | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. | |
Check the appropriate boxes below to designate any transactions to which the statement relates: |
o | third party tender offer subject to Rule 14d-1. | ||
þ | issuer tender offer subject to Rule 13e-4. | ||
o | going-private transaction subject to Rule 13e-3. | ||
o | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: þ |
Exhibit No. | Document | |
(a)(1)(M)
|
Form of Communication regarding the Results of the Stock Option Exchange Offer |
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OCLARO, INC. | ||||
/s/ Jerry Turin
|
||||
Chief Financial Officer Date: December 3, 2009 |
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Exhibit No. | Document | |
(a)(1)(A)*
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Offer to Exchange Certain Stock Options for Replacement Stock Options, dated November 2, 2009 | |
(a)(1)(B)*
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Paper Election Form | |
(a)(1)(C)*
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Form of Email Communication to Employees | |
(a)(1)(D)*
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Form of E-mail to Employees with Login ID | |
(a)(1)(E)*
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Screen Shots from Exchange Offer Website | |
(a)(1)(F)*
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Form of Online Agreement to Terms of Election | |
(a)(1)(G)*
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Form E-mail Confirming Declined Offer | |
(a)(1)(H)*
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Form E-mail Confirming Accepted Offer | |
(a)(1)(I)*
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Form of Reminder E-mail | |
(a)(1)(J)*
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Presentation to Employees Regarding Employee Option Exchange Program | |
(a)(1)(K)
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Annual Report on Form 10-K for the fiscal year ended June 27, 2009 (filed with the Securities and Exchange Commission on September 4, 2009 (File No. 000-30684), and incorporated herein by reference) | |
(a)(1)(L)
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Quarterly Report on Form 10-Q for the fiscal quarter ended September 26, 2009 (filed with the Securities and Exchange Commission on November 9, 2009 (File No. 000-30684), and incorporated herein by reference) | |
(a)(1)(M)
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Form of Communication regarding the Results of the Stock Option Exchange Offer | |
(d)(1)
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Amended and Restated 2004 Stock Incentive Plan (previously filed as Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q filed on February 6, 2008 (File No. 000-30684), and incorporated herein by reference) | |
(d)(2)
|
U.K. Subplan to the Amended and Restated 2004 Stock Incentive Plan (previously filed as Exhibit 10.4 to the Companys Quarterly Report on Form 10-Q filed on May 17, 2005 (File No. 000-30684), and incorporated herein by reference) |
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Exhibit No. | Document | |
(d)(3)
|
Avanex 1998 Stock Plan, as amended and restated (previously filed as Exhibit 10.2 of Avanex Corporations Annual Report on Form 10-K filed on September 5, 2008 (File No. 000-29175), and incorporated herein by reference) | |
(d)(4)
|
Bookham Technology Plc 1998 Employee Share Option Scheme, as amended (previously filed as Exhibit 4.20 of Bookham Technology Plcs Annual Report on Form 20-F filed on April 8, 2004 (File No. 000-30684), and incorporated herein by reference) | |
(d)(5)
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New Focus, Inc. 2000 Stock Plan, as amended (previously filed as Exhibit 4.1 of New Focus, Inc.s Registration Statement on Form S-8 filed on April 26, 2002 (File No. 333-87054), and incorporated herein by reference) | |
(d)(6)
|
New Focus, Inc. 1999 Stock Plan (previously filed as Exhibit 4.6 of New Focus, Inc.s Registration Statement on Form S-8 filed on May 18, 2000 (File No. 333-37280), and incorporated herein by reference) | |
(d)(7)
|
Holographix Inc. 2000 Stock Option Plan, as amended (previously filed as Exhibit 4.2 of Avanex Corporations Registration Statement on Form S-8 filed on August 3, 2000 (File No. 333-42952), and incorporated herein by reference) | |
(d)(8)*
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Form of Oclaro, Inc. Nonstatutory Stock Option Agreement under Amended and Restated 2004 Stock Incentive Plan and Avanex 1998 Stock Plan for U.S. employees | |
(d)(9)*
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Form of Oclaro, Inc. Nonstatutory Stock Option Agreement under Amended and Restated 2004 Stock Incentive Plan and Avanex 1998 Stock Plan for non-U.S. employees |
* | Previously filed with the Schedule TO, as amended |
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