UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 2, 2006
(Exact Name of Registrant as Specified in Charter)
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| Delaware |
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0-30684 |
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20-1303994 |
(State or Other Juris-
diction of Incorporation
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(Commission
File Number)
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(IRS Employer
Identification No.) |
2584 Junction Avenue, San Jose, California 95134
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (408) 383-1400
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 3.02. Unregistered Sales of Equity Securities.
On March 2, 2006, Bookham, Inc. (the “Registrant”) entered into a share purchase agreement
(the “Agreement”) to acquire all of the outstanding share capital of Avalon Photonics AG, a company
organized under the laws of Switzerland (“Avalon”). The closing of the transactions contemplated
by the Agreement is subject to customary closing conditions. At the closing, the Registrant will
issue 764,951 shares of its common stock, $.01 par value per share (the “Common Stock”), to the
Avalon shareholders and their designees. In addition, subject to the achievement of certain future
revenue milestones, the Avalon shareholders and their designees will be entitled to receive up to
347,705 shares of Common Stock. The shares of Common Stock will be issued pursuant to Regulation D
and Regulation S promulgated under the Securities Act of 1933, as amended, based in part upon
representations made by the Avalon shareholders and their designees. A copy of the press release
announcing the Agreement is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
See Exhibit Index attached hereto.