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): April 7, 2009
Bookham, Inc.
(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 |
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(State or Other Juris-
diction of Incorporation
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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2584 Junction Avenue, San Jose, California
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95134 |
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(Address of Principal Executive Offices)
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(Zip Code) |
Registrants telephone number, including area code: (408) 383-1400
Not Applicable.
(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:
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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))
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
Pursuant to the terms and conditions of the Agreement and Plan of Merger and Reorganization
(the Merger Agreement), by and among Avanex Corporation, Bookham, Inc. (the Registrant) and
Ultraviolet Acquisition Sub, Inc., a wholly owned subsidiary of the Registrant, the Registrant is
required to use commercially reasonable efforts to obtain the
resignation of four of the Registrants directors who will not
remain as directors of the Registrant following the consummation of the merger (the Merger) contemplated by the
Merger Agreement. Each of Peter Bordui, Joseph Cook, W. Arthur Porter and David Simpson has
advised the Registrant that they intend to resign as a director of
the Registrant, such resignations to be effective immediately
upon the consummation of the Merger, which is expected to close on April 27, 2009. None of
the resignations by the foregoing directors was a result of any disagreement with the Registrant.
Item 8.01. Other Events.
Additional Information and Where to Find It
This communication is being made in respect of the proposed business combination involving the
Registrant and Avanex Corporation. In connection with the proposed transaction, the Registrant
has filed a Registration Statement on Form S-4 containing a joint proxy statement/prospectus.
Investors and security holders are urged to carefully read the Registration Statement on Form S-4
and related joint proxy statement/prospectus and other documents filed with the SEC by the
Registrant and Avanex Corporation because they contain important information about the proposed
transaction, including with respect to risks and uncertainties that could delay or prevent the
completion of the proposed Merger. Investors and security holders may obtain free copies of these
documents and other documents filed with the SEC at the SECs web site at www.sec.gov and by
contacting the Registrants Investor Relations at (408) 404-5400 or Avanex Investor Relations at
(510) 897-4188. Investors and security holders may obtain free copies of the documents filed with
the SEC on the Registrants website at www.bookham.com or Avanexs website at www.avanex.com or the
SECs website at www.sec.gov. The Registrant, Avanex Corporation and their respective directors
and executive officers may be deemed participants in the solicitation of proxies with respect to
the proposed transaction. Information regarding the interests of these directors and executive
officers in the proposed transaction is included in the joint proxy statement/prospectus described
above. Additional information regarding the directors and executive officers of the Registrant is
also included in the Registrants proxy statement for its 2008 Annual Meeting of Stockholders,
which was filed with the SEC on September 18, 2008, and additional information regarding the
directors and executive officers of Avanex is also included in Avanexs proxy statement for its
2008 Annual Meeting of Stockholders, which was filed with the SEC on October 14, 2008,
respectively.