UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 21, 2009
OCLARO, INC.
(Exact name of Registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation or organization)
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000-30684
(Commission File Number)
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20-1303994
(I.R.S. Employer
Identification Number) |
2584 Junction Avenue
San Jose, California 95134
(Address, including zip code, of principal executive offices)
(408) 383-1400
(Registrants telephone number, including area code)
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On April 27, 2009, Oclaro, Inc. (the Company) (formerly known as Bookham, Inc.) filed a Form
8-K to report under Item 5.02 thereof that on April 21, 2009 the Board of Directors of the Company
(the Board), upon the recommendation of the Nominating and Corporate Governance Committee of the
Board (the Nominating Committee), elected each of Giovanni Barbarossa, Ph.D., Gregory Dougherty
and Joel A. Smith, III (the New Directors), to the Board. In addition, the Company reported that
Mr. Dougherty was appointed to serve as Chair of the Compensation Committee of the Board (the
Compensation Committee), Mr. Smith was appointed to serve as Chair of the Nominating Committee
and that it expected that either Mr. Dougherty or Mr. Smith would also be appointed to the Audit
Committee of the Board (the Audit Committee and together with the Nominating Committee and
Compensation Committee, the Committees). The appointment of the New Directors to the Board, Mr.
Dougherty to the Compensation Committee and Mr. Smith to the Nominating Committee was, in each
case, effective as of the closing of the Merger on April 27, 2009 pursuant to the Agreement and
Plan of Merger and Reorganization, dated as of January 27, 2009, by and among the Company,
Ultraviolet Acquisition Sub, Inc., a wholly owned subsidiary of the Company (Merger Sub), and
Avanex Corporation, a Delaware corporation (Avanex), whereby Merger Sub merged with and into
Avanex (the Merger) and Avanex continued as the surviving corporation and a wholly owned
subsidiary of the Company. This Amendment No. 1 on Form 8-K/A is being filed pursuant to
Instruction 2 to Item 5.02 to provide the information called for under Item 5.02(d)(3).
On May 6, 2009, the Board pursuant to the requirements of the Merger Agreement reconstituted
the Committees. The Nominating Committee is now comprised of Mr. Smith (Chair), Bernard Couillaud
and Edwards Collins. The Audit Committee is now comprised of Lori Holland (Chair), Mr. Collins and
Mr. Dougherty. The Compensation Committee is now comprised of Mr. Dougherty (Chair), Mr. Collins
and Ms. Holland.