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| OCLR > SEC Filings for OCLR > Form 8-K/A on 7-May-2009 | All Recent SEC Filings |
7-May-2009
Financial Statements and Exhibits
On May 1, 2009, Oclaro, Inc. (the "Company") (formerly known as Bookham, Inc.)
filed a Form 8-K to report under Item 2.01 thereof that, pursuant to an
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"), Merger Sub merged with and into Avanex (the "Merger")
and Avanex continued as the surviving corporation and a wholly owned subsidiary
of the Company. The Merger closed on April 27, 2009 and became effective on that
date. This Amendment No. 1 on Form 8-K/A is being filed to provide the
historical audited and unaudited financial information and unaudited pro forma
financial information that is required to be filed under Item 9.01 of Form 8-K
in connection with the completion of the Merger.
(a) Financial Statements of Businesses Acquired
(1) The audited consolidated financial statements of Avanex, including the
audited consolidated balance sheets of Avanex as of June 30, 2008 and 2007,
and the audited consolidated statements of operations, stockholders' equity
and comprehensive income (loss) and cash flows of Avanex for each of the
three years in the period ended June 30, 2008, the notes related thereto,
and the report of Avanex's independent registered public accounting firm,
Deloitte & Touche LLP, are hereby incorporated by reference to Exhibit 99.1
hereto.
(2) The unaudited condensed consolidated financial statements of Avanex, including the condensed consolidated balance sheet of Avanex as of December 31, 2008 and the unaudited condensed consolidated statements of operations and cash flows of Avanex for the six months ended December 31, 2008 and 2007, and the notes related thereto, are hereby incorporated by reference to Exhibit 99.2 hereto.
(b) Pro Forma Financial Information The unaudited pro forma condensed combined financial statements describing the pro forma effects of the business combination on the Company's unaudited balance sheet as of December 27, 2008 and statements of operations for the six months ended December 27, 2008 and fiscal year ended June 28, 2008, and the notes related thereto, are hereby incorporated by reference to Exhibit 99.3 hereto.
(d) Exhibits
Number Description
2.1 Agreement and Plan of Merger and Reorganization, dated as of
January 27, 2009, among Bookham, Inc., Ultraviolet Acquisition Sub,
Inc. and Avanex Corporation (previously filed as Exhibit 2.1 to
Company's Current Report on Form 8-K, filed with the SEC on
January 29, 2009, and incorporated herein by reference).
23.1 Consent of Deloitte & Touche LLP, independent registered public
accounting firm.
99.1 The audited consolidated financial statements of Avanex, including the
audited consolidated balance sheets of Avanex as of June 30, 2008 and
2007, and the audited consolidated statements of operations,
stockholders' equity and comprehensive income (loss) and cash flows of
Avanex for each of the three years in the period ended June 30, 2008,
the notes related thereto, and the report of Avanex's independent
registered public accounting firm, Deloitte & Touche LLP (incorporated
by reference to such financial statements, as included in Amendment
No. 2 to the Company's Registration Statement on Form S-4 (File
No. 333-157528) filed with the SEC on March 24, 2009).
99.2 The unaudited condensed consolidated financial statements of Avanex,
including the condensed consolidated balance sheet of Avanex as of
December 31, 2008 and the unaudited condensed consolidated statements
of operations and cash flows of Avanex for the six months ended
December 31, 2008 and 2007, and the notes related thereto
(incorporated by reference to such financial statements, as included
in Amendment No. 2 to the Company's Registration Statement on Form S-4
(File No. 333-157528) filed with the SEC on March 24, 2009).
99.3 The unaudited pro forma condensed combined financial statements
describing the pro forma effects of the business combination on the
Company's unaudited balance sheet as of December 27, 2008 and
statements of operations for the six months ended December 27, 2008
and fiscal year ended June 28, 2008, and the notes related thereto
(incorporated by reference to such financial statements, as included
in Amendment No. 2 to the Company's Registration Statement on Form S-4
(File No. 333-157528) filed with the SEC on March 24, 2009).
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