(a) On September 15, 2009, Oclaro, Inc. (the "Company") received notification from the Listing Qualifications Department of The NASDAQ Stock Market LLC ("NASDAQ") that, for 30 consecutive business days beginning August 3, 2009, the bid price of the Company's common stock on The NASDAQ Global Market closed below the minimum $1.00 per share required for continued listing under NASDAQ Listing Rule 5450(a)(1) (the "Rule"). In accordance with NASDAQ Listing Rule 5810(c)(3)(A), the Company has 180 calendar days, or until March 15, 2010, to regain compliance. The Company intends to monitor the closing bid price of its common stock between now and March 15, 2010. The Company's closing prices from receipt of the notice on September 15, 2009 through September 21, 2009 were in a range from $1.00 to $1.09. If the range of the Company's stock price does not exceed $1.00 for ten consecutive trading days prior to March 15, 2010, NASDAQ will provide written notification that the Company's securities will be delisted from The NASDAQ Global Market. NASDAQ may, in its discretion, require that an issuer maintain a bid price of $1.00 or more for a period in excess of 10 business days, but generally no more than 20 business days, before determining that the issuer has demonstrated the ability to maintain long-term compliance. The Company will consider available options if its common stock does not trade at a level likely to result in the Company regaining compliance with the NASDAQ minimum closing bid price requirement. The Company's press release dated September 21, 2009 with respect to the notification from NASDAQ described above is attached to this Current Report on Form 8-K as Exhibit 99.1. Item 7.01 In a separate press release issued on September 21, 2009, the Company announced that it currently anticipates reporting revenues for the first quarter of fiscal 2010, ending September 26, 2009, within a range of $82 million to $87 million. This raises and narrows the $76 million to $84 million guidance range the Company provided on July 23, 2009. The full text of the press release issued in connection with this announcement is furnished as Exhibit 99.2 to this Current Report on Form 8-K, and is incorporated by reference herein. The information in Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.2 furnished herewith) shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.

   (d) Exhibits.

              Exhibit No.   Description

              99.1          Press Release dated September 21, 2009.

              99.2          Press Release dated September 21, 2009.