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OCLR > SEC Filings for OCLR > Form 8-K/A on 7-May-2009All Recent SEC Filings

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Form 8-K/A for OCLARO, INC.


7-May-2009

Financial Statements and Exhibits


Item 9.01 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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