As filed with the Securities
and Exchange Commission on March 25, 2009
Registration
No. 333-157528
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
Amendment No. 3 to
Form S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Bookham, Inc.
(Exact name of registrant as
specified in its charter)
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Delaware
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3674
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20-1303994
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(State or other jurisdiction
of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification No.)
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2584 Junction Avenue
San Jose, California
95134
(408) 383-1400
(Address, including zip code,
and telephone number, including area code, of registrants
principal executive offices)
Alain Couder
Chief Executive Officer and
President
Bookham, Inc.
2584 Junction Avenue
San Jose, California
95134
(408) 383-1400
(Name, address, including zip
code, and telephone number, including area code, of agent for
service)
Copies to:
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Keith A. Flaum, Esq.
Chadwick L. Mills, Esq.
Cooley Godward Kronish LLP
Five Palo Alto Square
3000 El Camino Real
Palo Alto, California 94306
(650) 843-5000
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Kate Rundle, Esq.
Bookham, Inc.
2584 Junction Avenue
San Jose, California 95134
(408) 383-1400
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Giovanni Barbarossa, Ph.D.
Avanex Corporation
40919 Encyclopedia Circle
Fremont, California 94538
(510) 897-4188
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David J. Segre, Esq.
Robert T. Ishii, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304
(650) 493-9300
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Approximate date of proposed sale to the
public:
As soon as practicable after the
effectiveness of this registration statement and the
satisfaction or waiver of all other conditions under the merger
agreement described herein.
If the securities being registered on this Form are being
offered in connection with the formation of a holding company
and there is compliance with General Instruction G, check the
following
box.
o
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act,
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same
offering.
o
If this Form is a post-effective amendment filed pursuant to
Rule 462(d) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering.
o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of
large accelerated filer, accelerated
filer and smaller reporting company in
Rule 12b-2
of the Exchange Act. (Check one):
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Large accelerated filer
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Accelerated filer
þ
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Non-accelerated filer
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Smaller reporting company
þ
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(Do not check if a smaller reporting company)
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If applicable, place an X in the box to designate the
appropriate rule provision relied upon in conducting this
transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender
Offer)
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Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender
Offer)
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The Registrant hereby amends this registration statement on
such date or dates as may be necessary to delay its effective
date until the Registrant shall file a further amendment that
specifically states that this registration statement shall
thereafter become effective in accordance with Section 8(a)
of the Securities Act of 1933 or until the registration
statement shall become effective on such date as the Securities
and Exchange Commission, acting pursuant to said
Section 8(a), may determine.
EXPLANATORY
NOTE
This Pre-Effective Amendment No. 3 to the Registration
Statement on Form S-4 (File
No. 333-157528)
of Bookham, Inc. is being filed solely for the purpose of
(a) amending Part II Item 21.
Exhibits and Financial Statement Schedules and
Exhibit Index and (b) refiling herewith
Exhibits 23.1, 23.2 and 23.3.
PART II
INFORMATION
NOT REQUIRED IN PROSPECTUS
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Item 20.
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Indemnification
of Directors and Officers
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Article SEVENTH and Article EIGHTH, of the
Registrants Restated Certificate of Incorporation,
Section 145 of the Delaware General Corporation Law and
indemnification agreements entered into by the Registrant with
its directors and officers provide for the indemnification or
limitation of liability of officers, directors, employees and
agents under certain circumstances.
Article SEVENTH of the Registrants Restated
Certificate of Incorporation provides that no director of the
Registrant shall be personally liable for any monetary damages
for any breach of fiduciary duty as a director, except to the
extent that the General Corporation Law of the State of Delaware
prohibits the elimination or limitation of liability of
directors for breach of fiduciary duty.
Section 102 of the General Corporation Law of the State of
Delaware allows a corporation to eliminate the personal
liability of directors of a corporation to the corporation or
its stockholders for monetary damages for a breach of fiduciary
duty as a director, except where the director breached his duty
of loyalty, failed to act in good faith, engaged in intentional
misconduct or knowingly violated a law, authorized the payment
of a dividend or approved a stock repurchase in violation of
Delaware law or obtained an improper personal benefit.
Article EIGHTH of the Registrants Restated
Certificate of Incorporation provides that a director or officer
of the Registrant (a) shall be indemnified by the
Registrant against all expenses (including attorneys
fees), judgments, fines and amounts paid in settlement actually
and reasonably incurred in connection with any threatened,
pending or completed action, suit or proceeding (other than an
action by or in the right of the Registrant) brought against him
by virtue of his position as a director or officer of the
Registrant if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best
interests of the Registrant, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his
conduct was unlawful and (b) shall be indemnified by the
Registrant against all expenses (including attorneys fees)
and, to the extent permitted by law, amounts paid in settlement
actually and reasonably incurred in connection with any
threatened, pending or completed action or suit by or in the
right of the Registrant brought against him by virtue of his
position as a director or officer of the Registrant if he acted
in good faith and in a manner he reasonably believed to be in,
or not opposed to, the best interests of the Registrant, except
that no indemnification shall be made with respect to any matter
as to which such person shall have been adjudged to be liable to
the Registrant, unless the Court of Chancery of Delaware
determines that, despite such adjudication but in view of all of
the circumstances, he is entitled to indemnification of such
expenses. Notwithstanding the foregoing, to the extent that a
director or officer has been successful, on the merits or
otherwise, including, without limitation, the dismissal of an
action without prejudice, he is required to be indemnified by
the Registrant against all expenses (including attorneys
fees) actually and reasonably incurred in connection therewith.
Expenses shall be advanced to a director or officer at his
request, provided that he undertakes to repay the amount
advanced if it is ultimately determined that he is not entitled
to indemnification for such expenses.
Indemnification shall be made upon a determination by the
Registrant that indemnification is proper because the applicable
standard of conduct for indemnification has been met. As a
condition precedent to the right of indemnification, the
director or officer must give the Registrant notice of the
action for which indemnity is sought and the Registrant has the
right to participate in such action or assume the defense
thereof.
Article EIGHTH of the Registrants Restated
Certificate of Incorporation further provides that the
indemnification provided therein is not exclusive.
Section 145 of the General Corporation Law of the State of
Delaware provides that a corporation has the power to indemnify
a director, officer, employee or agent of the corporation and
certain other persons serving at the request of the corporation
in related capacities against amounts paid and expenses incurred
in connection
II-1
with an action or proceeding to which he is or is threatened to
be made a party by reason of such position, if such person shall
have acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the
corporation, and, in any criminal proceeding, if such person had
no reasonable cause to believe his conduct was unlawful;
provided that, in the case of actions brought by or in the right
of the corporation, no indemnification shall be made with
respect to any matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the
extent that the adjudicating court determines that such
indemnification is proper under the circumstances.
The Registrant has entered into indemnification agreements with
each of its directors to give such directors additional
contractual assurances regarding the indemnification provisions
set forth in the Registrants certificate of incorporation
and to provide additional procedural protections.
The Registrant has purchased directors and officers
liability insurance which would indemnify its directors and
officers against damages arising out of certain kinds of claims
which might be made against them based on their negligent acts
or omissions while acting in their capacity as such.
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Item 21.
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Exhibits
and Financial Statement Schedules
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Exhibits
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Exhibit
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Number
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Description of Exhibit
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2
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.1
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Agreement and Plan of Merger and Reorganization, dated as of
January 27, 2009, among Bookham, Inc., Ultraviolet
Acquisition Sub, Inc. and Avanex Corporation (included as
Annex A to the joint proxy statement/prospectus).
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2
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.2
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Form of Voting Agreement between Bookham, Inc. and certain
stockholders of Avanex Corporation (included as Annex B to
the joint proxy statement/prospectus).
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2
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.3
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Form of Voting Agreement between Avanex Corporation and certain
stockholders of Bookham, Inc. (included as Annex C to the
joint proxy statement/prospectus).
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3
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.1
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Amended and Restated Bylaws of Bookham, Inc., as amended
(previously filed as Exhibit 3.1 to Annual Report on
Form 10-K
(file No. 30684) for the year ended June 30, 2007
and incorporated herein by reference).
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3
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.2
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Restated Certificate of Incorporation of Bookham, Inc.
(previously filed as Exhibit 3.1 to Current Report on
Form 8-K
(file
no. 000-30684)
dated September 10, 2004, and incorporated herein by
reference).
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5
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.1
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Opinion of Cooley Godward Kronish LLP regarding the legality of
the securities.
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8
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.1
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Opinion of Cooley Godward Kronish LLP regarding tax matters.
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8
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.2
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Opinion of Wilson Sonsini Goodrich & Rosati regarding
tax matters.
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10
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.1
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Agreement and Plan of Merger, dated September 21, 2003, by
and among Bookham Technology plc, Budapest Acquisition Corp. and
New Focus, Inc. (previously filed as Appendix A to
Registration Statement on
Form F-4,
as amended (file
no. 333-109904)
dated February 3, 2004, and incorporated herein by
reference).
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10
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.2
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Acquisition Agreement dated as of October 7, 2002 between
Nortel Networks Corporation and Bookham Technology plc
(previously filed as Exhibit 1 to Schedule 13D filed
by Nortel Networks Corporation on October 17, 2002, and
incorporated herein by reference).
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10
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.3*
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Letter Agreement dated November 8, 2002 between Nortel
Networks Corporation and Bookham Technology plc amending the
Acquisition Agreement referred to in Exhibit 10.2
(previously filed as Exhibit 4.2 to Amendment No. 2 to
Annual Report on
Form 20-F
(file
no. 000-30684)
for the year ended December 31, 2002, and incorporated
herein by reference).
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10
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.4*
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Optical Components Supply Agreement dated November 8, 2002,
by and between Nortel Networks Limited and Bookham Technology
plc (previously filed as Exhibit 4.3 to Amendment
No. 1 to Annual Report on
Form 20-F
(file
no. 000-30684)
for the year ended December 31, 2002, and incorporated
herein by reference).
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10
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.5
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Relationship Deed dated November 8, 2002 between Nortel
Networks Corporation and Bookham Technology plc (previously
filed as Exhibit 4.4 to Annual Report on
Form 20-F
(file
no. 000-30684)
for the year ended December 31, 2002, and incorporated
herein by reference).
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II-2
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Exhibit
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Number
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Description of Exhibit
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10
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.6
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Registration Rights Agreement dated as of November 8, 2002
among Nortel Networks Corporation, the Nortel Subsidiaries
listed on the signature pages and Bookham Technology plc
(previously filed as Exhibit 4.5 to Annual Report on
Form 20-F
(file
no. 000-30684)
for the year ended December 31, 2002, and incorporated
herein by reference).
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10
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.7
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Agreement relating to the Sale and Purchase of the Business of
Marconi Optical Components Limited, dated December 17,
2001, among Bookham Technology plc, Marconi Optical Components
Limited and Marconi Corporation plc (previously filed as
Exhibit 4.1 to Annual Report on
Form 20-F
(file
no. 000-30684)
for the year ended December 31, 2001, and incorporated
herein by reference).
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10
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.8
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Supplemental Agreement to the Agreement relating to the Sale and
Purchase of the Business of Marconi Optical Components Limited,
dated January 31, 2002, among Bookham Technology plc,
Marconi Optical Components Limited and Marconi Corporation plc
(previously filed as Exhibit 4.2 to Annual Report on
Form 20-F
(file
no. 000-30684)
for the year ended December 31, 2001, and incorporated
herein by reference).
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10
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.11
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Lease dated December 23, 1999 by and between Silicon Valley
Properties, LLC and New Focus, Inc., with respect to 2580
Junction Avenue, San Jose, California (previously filed as
Exhibit 10.32 to Amendment No. 1 to Transition Report
on
Form 10-K
(file
no. 000-30684)
for the for the transition period from January 1, 2004 to
July 3, 2004, and incorporated herein by reference).
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10
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.12(1)
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2004 Employee Stock Purchase Plan (previously filed as
Exhibit 10.18 to Transition Report on
Form 10-K
(file
no. 000-30684)
for the transition period from January 1, 2004 to
July 3, 2004, and incorporated herein by reference).
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10
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.13(1)
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2004 Sharesave Scheme (previously filed as
Exhibit 10.20 to Transition Report on
Form 10-K
(file
no. 000-30684)
for the transition period from January 1, 2004 to
July 3, 2004, and incorporated herein by reference).
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10
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.18(1)
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Principal Statement of Terms and Conditions dated
September 13, 2001 between Bookham Technology plc and
Stephen Abely, as amended on July 1, 2003 (previously filed
as Exhibit 10.29 to Transition Report on
Form 10-K
(file
no. 000-30684)
for the transition period from January 1, 2004 to
July 3, 2004, and incorporated herein by reference).
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10
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.20
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Securities Purchase Agreement, dated as of December 20,
2004, by and between Bookham, Inc. and the Investors (as such
term is defined therein) (previously filed as Exhibit 99.1
to Current Report on
Form 8-K
(file
no. 000-30684)
dated December 10, 2004, and incorporated herein by
reference).
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10
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.21
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Registration Rights Agreement, dated as of December 20,
2004, by and between Bookham, Inc. and the Investors (as such
term is defined therein) (previously filed as Exhibit 99.2
to Current Report on
Form 8-K
(file
no. 000-30684)
dated December 10, 2004, and incorporated herein by
reference).
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10
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.22
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Form of Warrant (previously filed as Exhibit 99.4 to
Current Report on
Form 8-K
(file
no. 000-30684)
dated December 10, 2004, and incorporated herein by
reference).
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10
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.23*
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Addendum to Optical Components Supply Agreement, dated as of
February 7, 2005, by and between Bookham Technology plc and
Nortel Networks Limited (previously filed as Exhibit 10.1
to Quarterly Report on
Form 10-Q
(file
no. 000-30684)
for the quarter ended April 2, 2005, and incorporated
herein by reference).
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10
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.24(1)
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UK Subplan to the 2004 Stock Incentive Plan (previously filed as
Exhibit 10.4 to Quarterly Report on
Form 10-Q
(file
no. 000-30684)
for the quarter ended April 2, 2005, and incorporated
herein by reference).
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10
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.29*
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Addendum to Optical Components Supply Agreement, dated as of
April 1, 2005, by and between Bookham Technology plc and
Nortel Networks Limited (previously filed as Exhibit 10.36
to Annual Report on
Form 10-K
(file
no. 000-30684)
for the year ended July 2, 2005, and incorporated herein by
reference).
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10
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.30(1)
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Contract of Employment between Bookham Technology plc and Jim
Haynes (previously filed as Exhibit 10.38 to Annual Report
on
Form 10-K
(file
no. 000-30684)
for the year ended July 2, 2005, and incorporated herein by
reference).
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II-3
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Exhibit
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Number
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Description of Exhibit
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10
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.31
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Share Purchase Agreement dated August 10, 2005 among London
Industrial Leasing Limited, Deutsche Bank AG (acting through its
London Branch) and Bookham Technology plc (previously filed as
Exhibit 10.1 to Quarterly Report on
Form 10-Q
(file
no. 000-30684)
for the quarter ended October 1, 2005, and incorporated
herein by reference).
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10
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.32
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Loan Facility Agreement dated August 10, 2005 between City
Leasing (Creekside) Limited and Deutsche Bank AG, Limited, for a
facility of up to £18,348,132.33 (previously filed as
Exhibit 10.2 to Quarterly Report on
Form 10-Q
(file
no. 000-30684)
for the quarter ended October 1, 2005, and incorporated
herein by reference).
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10
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.33
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Loan Facility Agreement dated August 10, 2005 between City
Leasing (Creekside) Limited and Deutsche Bank AG, Limited for a
facility of up to £42,500,000.00 (previously filed as
Exhibit 10.3 to Quarterly Report on
Form 10-Q
(file
no. 000-30684)
for the quarter ended October 1, 2005, and incorporated
herein by reference).
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10
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.34
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Amended and Restated 2004 Stock Incentive Plan (previously filed
as Exhibit 10.1 to Quarterly Report on
Form 10-Q
(file
no. 000-30684)
for the quarter ended December 29, 2007, and incorporated
herein by reference).
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10
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.35(1)
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Form of Incentive Stock Option, Form of Non-Statutory Stock
Option, Form of Restricted Stock Unit Agreement and Form of
Restricted Stock Agreement (previously filed as part of
Exhibit 10.1 to Quarterly Report on
Form 10-Q
(file
no. 000-30684)
for the quarter ended December 31, 2005 and incorporated
herein by reference).
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10
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.38(1)
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Restricted Stock Agreement dated November 11, 2005 between
Bookham, Inc. and Jim Haynes (previously filed as
Exhibit 10.5 to Quarterly Report on
Form 10-Q
(file
no. 000-30684)
for the quarter ended December 31, 2005, and incorporated
herein by reference).
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10
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.42(1)
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Form of Indemnification Agreement, dated October 26, 2005,
between Bookham, Inc. and each of Giorgio Anania and Liam Nagle,
(previously filed as Exhibit 99.1 to Current Report on
Form 8-K
(file
no. 000-30684)
filed on November 1, 2005, and incorporated herein by
reference).
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10
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.43*
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Addendum and Amendment to Optical Components Supply Agreement,
dated January 13, 2006, between Nortel Networks Limited and
Bookham Technology plc (previously filed as Exhibit 10.1 to
Quarterly Report on
Form 10-Q
(file
no. 000-30684)
for the quarter ended April 1, 2006, and incorporated
herein by reference).
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10
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.44
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Registration and
Lock-Up
Agreement, dated as of January 13, 2006, among Bookham
Technology plc, Bookham, Inc. and Nortel Networks Corporation
(previously filed as Exhibit 10.2 to Quarterly Report on
Form 10-Q
(file
no. 000-30684)
for the quarter ended April 1, 2006, and incorporated
herein by reference).
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10
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.45
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Agreement for Sale and Leaseback dated as of March 10,
2006, by and among Bookham Technology plc, Coleridge
(No. 24) Limited and Bookham, Inc. (previously filed
as Exhibit 10.3 to Quarterly Report on
Form 10-Q
(file
no. 000-30684)
for the quarter ended April 1, 2006, and incorporated
herein by reference).
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10
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.46
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Pre-emption Agreement dated as of March 10, 2006, by and
among Bookham Technology plc, Coleridge
(No. 24) Limited and Bookham, Inc. (previously filed
as Exhibit 10.4 to Quarterly Report on
Form 10-Q
(file
no. 000-30684)
for the quarter ended April 1, 2006, and incorporated
herein by reference).
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10
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.47
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Lease dated as of March 10, 2006, by and among Bookham
Technology plc, Coleridge (No. 24) Limited and
Bookham, Inc. (previously filed as Exhibit 10.5 to
Quarterly Report on
Form 10-Q
(file
no. 000-30684)
for the quarter ended April 1, 2006, and incorporated
herein by reference).
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10
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.48
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Exchange Agreement, dated as of January 13, 2006, by and
among Bookham, Inc., Bookham Technology plc and the Investors
(as defined therein) (previously filed as Exhibit 99.1 to
Current Report on
Form 8-K
(file
no. 000-30684)
filed on January 17, 2006, and incorporated herein by
reference).
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10
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.49
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Form of Warrant (previously filed as Exhibit 99.2 to
Current Report on
Form 8-K
(file
no. 000-30684)
filed on January 17, 2006, and incorporated herein by
reference).
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II-4
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Exhibit
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Number
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Description of Exhibit
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10
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.50
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Securities Exchange Agreement, dated as of January 13,
2006, by and between Bookham, Inc. and the Investors (as such
term is defined therein) (previously filed as Exhibit 99.3
to Current Report on
Form 8-K
(file
no. 000-30684)
filed on January 17, 2006, and incorporated herein by
reference).
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10
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.51
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Registration Rights Agreement, dated as of January 13,
2006, by and between Bookham, Inc. and the Investors (as such
term is defined therein) (previously filed as Exhibit 99.4
to Current Report on
Form 8-K
(file
no. 000-30684)
filed on January 17, 2006, and incorporated herein by
reference).
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10
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.52
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Form of Warrant (previously filed as Exhibit 99.5 to
Current Report on
Form 8-K
(file
no. 000-30684)
filed on January 17, 2006, and incorporated herein by
reference).
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10
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.53
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Credit Agreement, dated as of August 2, 2006, among
Bookham, Inc., Bookham Technology plc, New Focus, Inc. and
Bookham (US), Inc., Wells Fargo Foothill, Inc. and other lenders
party thereto. (previously filed as Exhibit 10.53 to Annual
Report on
Form 10-K
(file
no. 000-30684)
for the year ended July 1, 2006, and incorporated herein by
reference).
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10
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.54
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Security Agreement, dated as of August 2, 2006, among
Bookham, Inc., Onetta, Inc., Focused Research, Inc., Globe Y.
Technology, Inc., Ignis Optics, Inc., Bookham (Canada) Inc.,
Bookham Nominees Limited and Bookham International Ltd., Wells
Fargo Foothill, Inc. and other secured parties party thereto.
(previously filed as Exhibit 10.54 to Annual Report on
Form 10-K
(file
no. 000-30684)
for the year ended July 1, 2006, and incorporated herein by
reference).
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10
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.55
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Securities Purchase Agreement, dated as of August 31, 2006,
by and among Bookham, Inc. and the Investors (as defined
therein) (previously filed as Exhibit 99.1 to Current
Report on
Form 8-K
(file
no. 000-30684)
filed on September 5, 2006 and incorporated herein by
reference).
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10
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.56
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Registration Rights Agreement, dated as of August 31, 2006,
by and among Bookham, Inc. and the Holders (as defined therein)
(previously filed as Exhibit 99.2 to Current Report on
Form 8-K
(file
no. 000-30684)
filed on September 5, 2006 and incorporated herein by
reference).
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10
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.57
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Form of Warrant (previously filed as Exhibit 99.3 to
Current Report on
Form 8-K
(file
no. 000-30684)
filed on September 5, 2006 and incorporated herein by
reference).
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10
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.58
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Securities Purchase Agreement, dated as of March 22, 2007,
by and among Bookham, Inc. and the Investors (as such term is
defined therein) (previously filed as Exhibit 99.1 to
Current Report on
Form 8-K
(file
no. 000-30684)
filed on March 26, 2007 and incorporated herein by
reference).
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10
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.59
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Registration Rights Agreement, dated as of March 22, 2007,
by and among Bookham, Inc. and the Investors (as such term is
defined therein) (previously filed as Exhibit 99.2 to
Current Report on
Form 8-K
(file
no. 000-30684)
filed on March 26, 2007 and incorporated herein by
reference).
|
|
10
|
.60
|
|
Form of Warrant (previously filed as Exhibit 99.3 to
Current Report on
Form 8-K
(file
no. 000-30684)
filed on March 26, 2007 and incorporated herein by
reference).
|
|
10
|
.61
|
|
Letter Agreement, dated May 7, 2007, between Bookham, Inc.
and Peter Bordui (previously filed as Exhibit 99.1 to
Current Report on
Form 8-K
(file
no. 000-30684)
filed on May 11, 2007 and incorporated herein by reference).
|
|
10
|
.62(1)
|
|
Employment Agreement, dated July 10, 2007, between the
Bookham, Inc. and Alain Couder (previously filed as
Exhibit 99.1 to Current Report on
Form 8-K
(file
no. 000-30684)
filed on July 11, 2007 and incorporated herein by
reference).
|
|
10
|
.63(1)
|
|
Form of Indemnification Agreement, between Bookham, Inc. and
directors and executive officers (previously filed as
Exhibit 10.2 to Quarterly Report on
Form 10-Q
(file
no. 000-30684)
for the quarter ended December 29, 2007 and incorporated
herein by reference).
|
|
10
|
.64(1)
|
|
Form of Executive Severance and Retention Agreement, between
Bookham, Inc. and its executive officers (previously filed as
Exhibit 10.1 to Quarterly Report on
Form 10-Q
(file
no. 000-30684)
for the quarter ended March 29, 2008 and incorporated
herein by reference)
|
|
10
|
.65(1)
|
|
Summary of cash bonus plan (previously provided in Current
Report on
Form 8-K
(file
no. 000-30684)
filed on October 29, 2007 and incorporated herein by
reference).
|
|
10
|
.66(1)
|
|
Summary of cash bonus plan (previously provided in Current
Report on
Form 8-K
(file
no. 000-30684)
filed on January 25, 2008 and, with respect to the summary
to the cash bonus plan, is incorporated herein).
|
II-5
|
|
|
|
|
Exhibit
|
|
|
Number
|
|
Description of Exhibit
|
|
|
10
|
.67(1)
|
|
Summary of cash bonus plan (previously provided in Current
Report on
Form 8-K
(file
no. 000-30684)
filed on July 25, 2008 and, with respect to the summary of
the cash bonus plan, is incorporated herein by reference).
|
|
10
|
.68(1)
|
|
Summary of cash bonus plan (previously provided in Current
Report on Form 8-K (file
no. 000-30684)
filed on February 24, 2009 and, with respect to the summary
of the cash bonus plan, is incorporated herein by reference).
|
|
16
|
.1
|
|
Letter from Ernst & Young LLP to the Securities and
Exchange Commission dated February 13, 2008 (previously
filed as Exhibit 16.1 to Current Report on
Form 8-K
(file
no. 000-30684)
filed on February 14, 2008 and incorporated herein by
reference).
|
|
21
|
.1
|
|
List of Bookham, Inc. subsidiaries.
|
|
23
|
.1
|
|
Consent of Grant Thornton LLP, independent registered public
accounting firm, with respect to Bookham, Inc.
|
|
23
|
.2
|
|
Consent of Ernst & Young LLP, independent registered
public accounting firm, with respect to Bookham, Inc.
|
|
23
|
.3
|
|
Consent of Deloitte & Touche LLP, independent
registered public accounting firm, with respect to Avanex
Corporation.
|
|
23
|
.4
|
|
Consent of Cooley Godward Kronish LLP (set forth in
Exhibit 5.1).
|
|
23
|
.5
|
|
Consent of Cooley Godward Kronish LLP (set forth in
Exhibit 8.1).
|
|
23
|
.6
|
|
Consent of Wilson Sonsini Goodrich & Rosati (set forth
in Exhibit 8.2).
|
|
24
|
.1
|
|
Powers of Attorney (see page II-8 to the Registration
Statement on Form S-4 (File
No. 333-157528)
filed with the SEC on February 26, 2009).
|
|
99
|
.1
|
|
Form of Bookham Proxy.
|
|
99
|
.2
|
|
Form of Avanex Proxy.
|
|
99
|
.3
|
|
Consent of Citigroup Global Markets Inc.
|
|
99
|
.4
|
|
Consent of Banc of America Securities LLC
|
|
99
|
.5
|
|
Consent of Giovanni Barbarossa, to be named as a director of the
combined company.
|
|
99
|
.6
|
|
Consent of Greg Dougherty, to be named as a director of the
combined company
|
|
99
|
.7
|
|
Consent of Joel A. Smith III, to be named as a director of the
combined company
|
|
|
|
*
|
|
Confidential treatment requested as to certain portions, which
portions have been omitted and filed separately with the
Commission.
|
|
**
|
|
The exhibits and schedules to this agreement were omitted by
Bookham, Inc. Bookham, Inc. agrees to furnish any exhibit or
schedule to this agreement supplementally to the Securities and
Exchange Commission upon written request.
|
|
|
|
Previously filed.
|
|
(1)
|
|
Management contract or compensatory plan or arrangement.
|
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if
II-6
the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Securities
and Exchange Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set
forth in the Calculation of Registration Fee table
in the effective registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof;
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering;
(4) That, prior to any public reoffering of the securities
registered hereunder through use of a prospectus which is a part
of this registration statement, by any person or party who is
deemed to be an underwriter within the meaning of
Rule 145(c), the issuer undertakes that such reoffering
prospectus will contain the information called for by the
applicable registration form with respect to reofferings by
persons who may be deemed underwriters, in addition to the
information called for by the other Items of the applicable form;
(5) That every prospectus (i) that is filed pursuant
to paragraph (4) immediately preceding, or (ii) that
purports to meet the requirements of Section 10(a)(3) of
the Securities Act of 1933 and is used in connection with an
offering of securities subject to Rule 415, will be filed
as a part of an amendment to the registration statement and will
not be used until such amendment is effective, and that, for
purposes of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities
offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering
thereof; and
(6) To supply by means of a post-effective amendment all
information concerning a transaction, and the company being
acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
II-7
SIGNATURES
Pursuant to the requirements of the Securities Act, the
registrant has duly caused this Amendment No. 3 to the
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of
San Jose, State of California, on March 25, 2009.
BOOKHAM, INC.
Alain Couder
Chief Executive Officer and President
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Amendment No. 3 to the registration statement
has been signed by the following persons in the capacities and
on the dates indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
/s/
Alain
Couder
Alain
Couder
|
|
Chief Executive Officer, President and Director (
Principal
Executive Officer
)
|
|
March 25, 2009
|
|
|
|
|
|
/s/
Jerry
Turin
Jerry
Turin
|
|
Chief Financial Officer
(
Principal Financial and Accounting Officer
)
|
|
March 25, 2009
|
|
|
|
|
|
*
Peter
Bordui
|
|
Director
|
|
March 25, 2009
|
|
|
|
|
|
*
David
Simpson
|
|
Director
|
|
March 25, 2009
|
|
|
|
|
|
*
Lori
Holland
|
|
Director
|
|
March 25, 2009
|
|
|
|
|
|
*
W.
Arthur Porter
|
|
Director
|
|
March 25, 2009
|
|
|
|
|
|
*
Joseph
Cook
|
|
Director
|
|
March 25, 2009
|
|
|
|
|
|
*
Edward
B. Collins
|
|
Director
|
|
March 25, 2009
|
|
|
|
|
|
*
Bernard
J. Couillaud
|
|
Director
|
|
March 25, 2009
|
Jerry Turin
Attorney-in-fact
II-8
EXHIBIT INDEX
|
|
|
|
|
Exhibit
|
|
|
Number
|
|
Description of Exhibit
|
|
|
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 (included as
Annex A to the joint proxy statement/prospectus).
|
|
2
|
.2
|
|
Form of Voting Agreement between Bookham, Inc. and certain
stockholders of Avanex Corporation (included as Annex B to
the joint proxy statement/prospectus).
|
|
2
|
.3
|
|
Form of Voting Agreement between Avanex Corporation and certain
stockholders of Bookham, Inc. (included as Annex C to the
joint proxy statement/prospectus).
|
|
3
|
.1
|
|
Amended and Restated Bylaws of Bookham, Inc., as amended
(previously filed as Exhibit 3.1 to Annual Report on
Form 10-K
(file No. 30684) for the year ended June 30, 2007
and incorporated herein by reference).
|
|
3
|
.2
|
|
Restated Certificate of Incorporation of Bookham, Inc.
(previously filed as Exhibit 3.1 to Current Report on
Form 8-K
(file
no. 000-30684)
dated September 10, 2004, and incorporated herein by
reference).
|
|
5
|
.1
|
|
Opinion of Cooley Godward Kronish LLP regarding the legality of
the securities.
|
|
8
|
.1
|
|
Opinion of Cooley Godward Kronish LLP regarding tax matters.
|
|
8
|
.2
|
|
Opinion of Wilson Sonsini Goodrich & Rosati regarding
tax matters.
|
|
10
|
.1
|
|
Agreement and Plan of Merger, dated September 21, 2003, by
and among Bookham Technology plc, Budapest Acquisition Corp. and
New Focus, Inc. (previously filed as Appendix A to
Registration Statement on
Form F-4,
as amended (file
no. 333-109904)
dated February 3, 2004, and incorporated herein by
reference).
|
|
10
|
.2
|
|
Acquisition Agreement dated as of October 7, 2002 between
Nortel Networks Corporation and Bookham Technology plc
(previously filed as Exhibit 1 to Schedule 13D filed
by Nortel Networks Corporation on October 17, 2002, and
incorporated herein by reference).
|
|
10
|
.3*
|
|
Letter Agreement dated November 8, 2002 between Nortel
Networks Corporation and Bookham Technology plc amending the
Acquisition Agreement referred to in Exhibit 10.2
(previously filed as Exhibit 4.2 to Amendment No. 2 to
Annual Report on
Form 20-F
(file
no. 000-30684)
for the year ended December 31, 2002, and incorporated
herein by reference).
|
|
10
|
.4*
|
|
Optical Components Supply Agreement dated November 8, 2002,
by and between Nortel Networks Limited and Bookham Technology
plc (previously filed as Exhibit 4.3 to Amendment
No. 1 to Annual Report on
Form 20-F
(file
no. 000-30684)
for the year ended December 31, 2002, and incorporated
herein by reference).
|
|
10
|
.5
|
|
Relationship Deed dated November 8, 2002 between Nortel
Networks Corporation and Bookham Technology plc (previously
filed as Exhibit 4.4 to Annual Report on
Form 20-F
(file
no. 000-30684)
for the year ended December 31, 2002, and incorporated
herein by reference).
|
|
10
|
.6
|
|
Registration Rights Agreement dated as of November 8, 2002
among Nortel Networks Corporation, the Nortel Subsidiaries
listed on the signature pages and Bookham Technology plc
(previously filed as Exhibit 4.5 to Annual Report on
Form 20-F
(file
no. 000-30684)
for the year ended December 31, 2002, and incorporated
herein by reference).
|
|
10
|
.7
|
|
Agreement relating to the Sale and Purchase of the Business of
Marconi Optical Components Limited, dated December 17,
2001, among Bookham Technology plc, Marconi Optical Components
Limited and Marconi Corporation plc (previously filed as
Exhibit 4.1 to Annual Report on
Form 20-F
(file
no. 000-30684)
for the year ended December 31, 2001, and incorporated
herein by reference).
|
|
10
|
.8
|
|
Supplemental Agreement to the Agreement relating to the Sale and
Purchase of the Business of Marconi Optical Components Limited,
dated January 31, 2002, among Bookham Technology plc,
Marconi Optical Components Limited and Marconi Corporation plc
(previously filed as Exhibit 4.2 to Annual Report on
Form 20-F
(file
no. 000-30684)
for the year ended December 31, 2001, and incorporated
herein by reference).
|
|
10
|
.11
|
|
Lease dated December 23, 1999 by and between Silicon Valley
Properties, LLC and New Focus, Inc., with respect to 2580
Junction Avenue, San Jose, California (previously filed as
Exhibit 10.32 to Amendment No. 1 to Transition Report
on
Form 10-K
(file
no. 000-30684)
for the for the transition period from January 1, 2004 to
July 3, 2004, and incorporated herein by reference).
|
|
|
|
|
|
Exhibit
|
|
|
Number
|
|
Description of Exhibit
|
|
|
10
|
.12(1)
|
|
2004 Employee Stock Purchase Plan (previously filed as
Exhibit 10.18 to Transition Report on
Form 10-K
(file
no. 000-30684)
for the transition period from January 1, 2004 to
July 3, 2004, and incorporated herein by reference).
|
|
10
|
.13(1)
|
|
2004 Sharesave Scheme (previously filed as
Exhibit 10.20 to Transition Report on
Form 10-K
(file
no. 000-30684)
for the transition period from January 1, 2004 to
July 3, 2004, and incorporated herein by reference).
|
|
10
|
.18(1)
|
|
Principal Statement of Terms and Conditions dated
September 13, 2001 between Bookham Technology plc and
Stephen Abely, as amended on July 1, 2003 (previously filed
as Exhibit 10.29 to Transition Report on
Form 10-K
(file
no. 000-30684)
for the transition period from January 1, 2004 to
July 3, 2004, and incorporated herein by reference).
|
|
10
|
.20
|
|
Securities Purchase Agreement, dated as of December 20,
2004, by and between Bookham, Inc. and the Investors (as such
term is defined therein) (previously filed as Exhibit 99.1
to Current Report on
Form 8-K
(file
no. 000-30684)
dated December 10, 2004, and incorporated herein by
reference).
|
|
10
|
.21
|
|
Registration Rights Agreement, dated as of December 20,
2004, by and between Bookham, Inc. and the Investors (as such
term is defined therein) (previously filed as Exhibit 99.2
to Current Report on
Form 8-K
(file
no. 000-30684)
dated December 10, 2004, and incorporated herein by
reference).
|
|
10
|
.22
|
|
Form of Warrant (previously filed as Exhibit 99.4 to
Current Report on
Form 8-K
(file
no. 000-30684)
dated December 10, 2004, and incorporated herein by
reference).
|
|
10
|
.23*
|
|
Addendum to Optical Components Supply Agreement, dated as of
February 7, 2005, by and between Bookham Technology plc and
Nortel Networks Limited (previously filed as Exhibit 10.1
to Quarterly Report on
Form 10-Q
(file
no. 000-30684)
for the quarter ended April 2, 2005, and incorporated
herein by reference).
|
|
10
|
.24(1)
|
|
UK Subplan to the 2004 Stock Incentive Plan (previously filed as
Exhibit 10.4 to Quarterly Report on
Form 10-Q
(file
no. 000-30684)
for the quarter ended April 2, 2005, and incorporated
herein by reference).
|
|
10
|
.29*
|
|
Addendum to Optical Components Supply Agreement, dated as of
April 1, 2005, by and between Bookham Technology plc and
Nortel Networks Limited (previously filed as Exhibit 10.36
to Annual Report on
Form 10-K
(file
no. 000-30684)
for the year ended July 2, 2005, and incorporated herein by
reference).
|
|
10
|
.30(1)
|
|
Contract of Employment between Bookham Technology plc and Jim
Haynes (previously filed as Exhibit 10.38 to Annual Report
on
Form 10-K
(file
no. 000-30684)
for the year ended July 2, 2005, and incorporated herein by
reference).
|
|
10
|
.31
|
|
Share Purchase Agreement dated August 10, 2005 among London
Industrial Leasing Limited, Deutsche Bank AG (acting through its
London Branch) and Bookham Technology plc (previously filed as
Exhibit 10.1 to Quarterly Report on
Form 10-Q
(file
no. 000-30684)
for the quarter ended October 1, 2005, and incorporated
herein by reference).
|
|
10
|
.32
|
|
Loan Facility Agreement dated August 10, 2005 between City
Leasing (Creekside) Limited and Deutsche Bank AG, Limited, for a
facility of up to £18,348,132.33 (previously filed as
Exhibit 10.2 to Quarterly Report on
Form 10-Q
(file
no. 000-30684)
for the quarter ended October 1, 2005, and incorporated
herein by reference).
|
|
10
|
.33
|
|
Loan Facility Agreement dated August 10, 2005 between City
Leasing (Creekside) Limited and Deutsche Bank AG, Limited for a
facility of up to £42,500,000.00 (previously filed as
Exhibit 10.3 to Quarterly Report on
Form 10-Q
(file
no. 000-30684)
for the quarter ended October 1, 2005, and incorporated
herein by reference).
|
|
10
|
.34
|
|
Amended and Restated 2004 Stock Incentive Plan (previously filed
as Exhibit 10.1 to Quarterly Report on
Form 10-Q
(file
no. 000-30684)
for the quarter ended December 29, 2007, and incorporated
herein by reference).
|
|
10
|
.35(1)
|
|
Form of Incentive Stock Option, Form of Non-Statutory Stock
Option, Form of Restricted Stock Unit Agreement and Form of
Restricted Stock Agreement (previously filed as part of
Exhibit 10.1 to Quarterly Report on
Form 10-Q
(file
no. 000-30684)
for the quarter ended December 31, 2005 and incorporated
herein by reference).
|
|
|
|
|
|
Exhibit
|
|
|
Number
|
|
Description of Exhibit
|
|
|
10
|
.38(1)
|
|
Restricted Stock Agreement dated November 11, 2005 between
Bookham, Inc. and Jim Haynes (previously filed as
Exhibit 10.5 to Quarterly Report on
Form 10-Q
(file
no. 000-30684)
for the quarter ended December 31, 2005, and incorporated
herein by reference).
|
|
10
|
.42(1)
|
|
Form of Indemnification Agreement, dated October 26, 2005,
between Bookham, Inc. and each of Giorgio Anania and Liam Nagle,
(previously filed as Exhibit 99.1 to Current Report on
Form 8-K
(file
no. 000-30684)
filed on November 1, 2005, and incorporated herein by
reference).
|
|
10
|
.43*
|
|
Addendum and Amendment to Optical Components Supply Agreement,
dated January 13, 2006, between Nortel Networks Limited and
Bookham Technology plc (previously filed as Exhibit 10.1 to
Quarterly Report on
Form 10-Q
(file
no. 000-30684)
for the quarter ended April 1, 2006, and incorporated
herein by reference).
|
|
10
|
.44
|
|
Registration and
Lock-Up
Agreement, dated as of January 13, 2006, among Bookham
Technology plc, Bookham, Inc. and Nortel Networks Corporation
(previously filed as Exhibit 10.2 to Quarterly Report on
Form 10-Q
(file
no. 000-30684)
for the quarter ended April 1, 2006, and incorporated
herein by reference).
|
|
10
|
.45
|
|
Agreement for Sale and Leaseback dated as of March 10,
2006, by and among Bookham Technology plc, Coleridge
(No. 24) Limited and Bookham, Inc. (previously filed
as Exhibit 10.3 to Quarterly Report on
Form 10-Q
(file
no. 000-30684)
for the quarter ended April 1, 2006, and incorporated
herein by reference).
|
|
10
|
.46
|
|
Pre-emption Agreement dated as of March 10, 2006, by and
among Bookham Technology plc, Coleridge
(No. 24) Limited and Bookham, Inc. (previously filed
as Exhibit 10.4 to Quarterly Report on
Form 10-Q
(file
no. 000-30684)
for the quarter ended April 1, 2006, and incorporated
herein by reference).
|
|
10
|
.47
|
|
Lease dated as of March 10, 2006, by and among Bookham
Technology plc, Coleridge (No. 24) Limited and
Bookham, Inc. (previously filed as Exhibit 10.5 to
Quarterly Report on
Form 10-Q
(file
no. 000-30684)
for the quarter ended April 1, 2006, and incorporated
herein by reference).
|
|
10
|
.48
|
|
Exchange Agreement, dated as of January 13, 2006, by and
among Bookham, Inc., Bookham Technology plc and the Investors
(as defined therein) (previously filed as Exhibit 99.1 to
Current Report on
Form 8-K
(file
no. 000-30684)
filed on January 17, 2006, and incorporated herein by
reference).
|
|
10
|
.49
|
|
Form of Warrant (previously filed as Exhibit 99.2 to
Current Report on
Form 8-K
(file
no. 000-30684)
filed on January 17, 2006, and incorporated herein by
reference).
|
|
10
|
.50
|
|
Securities Exchange Agreement, dated as of January 13,
2006, by and between Bookham, Inc. and the Investors (as such
term is defined therein) (previously filed as Exhibit 99.3
to Current Report on
Form 8-K
(file
no. 000-30684)
filed on January 17, 2006, and incorporated herein by
reference).
|
|
10
|
.51
|
|
Registration Rights Agreement, dated as of January 13,
2006, by and between Bookham, Inc. and the Investors (as such
term is defined therein) (previously filed as Exhibit 99.4
to Current Report on
Form 8-K
(file
no. 000-30684)
filed on January 17, 2006, and incorporated herein by
reference).
|
|
10
|
.52
|
|
Form of Warrant (previously filed as Exhibit 99.5 to
Current Report on
Form 8-K
(file
no. 000-30684)
filed on January 17, 2006, and incorporated herein by
reference).
|
|
10
|
.53
|
|
Credit Agreement, dated as of August 2, 2006, among
Bookham, Inc., Bookham Technology plc, New Focus, Inc. and
Bookham (US), Inc., Wells Fargo Foothill, Inc. and other lenders
party thereto. (previously filed as Exhibit 10.53 to Annual
Report on
Form 10-K
(file
no. 000-30684)
for the year ended July 1, 2006, and incorporated herein by
reference).
|
|
10
|
.54
|
|
Security Agreement, dated as of August 2, 2006, among
Bookham, Inc., Onetta, Inc., Focused Research, Inc., Globe Y.
Technology, Inc., Ignis Optics, Inc., Bookham (Canada) Inc.,
Bookham Nominees Limited and Bookham International Ltd., Wells
Fargo Foothill, Inc. and other secured parties party thereto.
(previously filed as Exhibit 10.54 to Annual Report on
Form 10-K
(file
no. 000-30684)
for the year ended July 1, 2006, and incorporated herein by
reference).
|
|
10
|
.55
|
|
Securities Purchase Agreement, dated as of August 31, 2006,
by and among Bookham, Inc. and the Investors (as defined
therein) (previously filed as Exhibit 99.1 to Current
Report on
Form 8-K
(file
no. 000-30684)
filed on September 5, 2006 and incorporated herein by
reference).
|
|
10
|
.56
|
|
Registration Rights Agreement, dated as of August 31, 2006,
by and among Bookham, Inc. and the Holders (as defined therein)
(previously filed as Exhibit 99.2 to Current Report on
Form 8-K
(file
no. 000-30684)
filed on September 5, 2006 and incorporated herein by
reference).
|
|
|
|
|
|
Exhibit
|
|
|
Number
|
|
Description of Exhibit
|
|
|
10
|
.57
|
|
Form of Warrant (previously filed as Exhibit 99.3 to
Current Report on
Form 8-K
(file
no. 000-30684)
filed on September 5, 2006 and incorporated herein by
reference).
|
|
10
|
.58
|
|
Securities Purchase Agreement, dated as of March 22, 2007,
by and among Bookham, Inc. and the Investors (as such term is
defined therein) (previously filed as Exhibit 99.1 to
Current Report on
Form 8-K
(file
no. 000-30684)
filed on March 26, 2007 and incorporated herein by
reference).
|
|
10
|
.59
|
|
Registration Rights Agreement, dated as of March 22, 2007,
by and among Bookham, Inc. and the Investors (as such term is
defined therein) (previously filed as Exhibit 99.2 to
Current Report on
Form 8-K
(file
no. 000-30684)
filed on March 26, 2007 and incorporated herein by
reference).
|
|
10
|
.60
|
|
Form of Warrant (previously filed as Exhibit 99.3 to
Current Report on
Form 8-K
(file
no. 000-30684)
filed on March 26, 2007 and incorporated herein by
reference).
|
|
10
|
.61
|
|
Letter Agreement, dated May 7, 2007, between Bookham, Inc.
and Peter Bordui (previously filed as Exhibit 99.1 to
Current Report on
Form 8-K
(file
no. 000-30684)
filed on May 11, 2007 and incorporated herein by reference).
|
|
10
|
.62(1)
|
|
Employment Agreement, dated July 10, 2007, between the
Bookham, Inc. and Alain Couder (previously filed as
Exhibit 99.1 to Current Report on
Form 8-K
(file
no. 000-30684)
filed on July 11, 2007 and incorporated herein by
reference).
|
|
10
|
.63(1)
|
|
Form of Indemnification Agreement, between Bookham, Inc. and
directors and executive officers (previously filed as
Exhibit 10.2 to Quarterly Report on
Form 10-Q
(file
no. 000-30684)
for the quarter ended December 29, 2007 and incorporated
herein by reference).
|
|
10
|
.64(1)
|
|
Form of Executive Severance and Retention Agreement, between
Bookham, Inc. and its executive officers (previously filed as
Exhibit 10.1 to Quarterly Report on
Form 10-Q
(file
no. 000-30684)
for the quarter ended March 29, 2008 and incorporated
herein by reference).
|
|
10
|
.65(1)
|
|
Summary of cash bonus plan (previously provided in Current
Report on
Form 8-K
(file
no. 000-30684)
filed on October 29, 2007 and incorporated herein by
reference).
|
|
10
|
.66(1)
|
|
Summary of cash bonus plan (previously provided in Current
Report on
Form 8-K
(file
no. 000-30684)
filed on January 25, 2008 and, with respect to the summary
to the cash bonus plan, is incorporated herein).
|
|
10
|
.67(1)
|
|
Summary of cash bonus plan (previously provided in Current
Report on
Form 8-K
(file
no. 000-30684)
filed on July 25, 2008 and, with respect to the summary of
the cash bonus plan, is incorporated herein by reference).
|
|
10
|
.68(1)
|
|
Summary of cash bonus plan (previously provided in Current
Report on
Form 8-K
(file
no. 000-30684)
filed on February 24, 2009 and, with respect to the summary
of the cash bonus plan, is incorporated herein by reference).
|
|
16
|
.1
|
|
Letter from Ernst & Young LLP to the Securities and
Exchange Commission dated February 13, 2008 (previously
filed as Exhibit 16.1 to Current Report on
Form 8-K
(file
no. 000-30684)
filed on February 14, 2008 and incorporated herein by
reference).
|
|
21
|
.1
|
|
List of Bookham, Inc. subsidiaries.
|
|
23
|
.1
|
|
Consent of Grant Thornton LLP, independent registered public
accounting firm, with respect to Bookham, Inc.
|
|
23
|
.2
|
|
Consent of Ernst & Young LLP, independent registered
public accounting firm, with respect to Bookham, Inc.
|
|
23
|
.3
|
|
Consent of Deloitte & Touche LLP, independent
registered public accounting firm, with respect to Avanex
Corporation.
|
|
23
|
.4
|
|
Consent of Cooley Godward Kronish LLP (set forth in
Exhibit 5.1).
|
|
23
|
.5
|
|
Consent of Cooley Godward Kronish LLP (set forth in
Exhibit 8.1).
|
|
23
|
.6
|
|
Consent of Wilson Sonsini Goodrich & Rosati (set forth
in Exhibit 8.2).
|
|
24
|
.1
|
|
Powers of Attorney (see
page II-8
to the Registration Statement on
Form S-4
(File
No. 333-157528)
filed with the SEC on February 26, 2009).
|
|
99
|
.1
|
|
Form of Bookham Proxy.
|
|
99
|
.2
|
|
Form of Avanex Proxy.
|
|
99
|
.3
|
|
Consent of Citigroup Global Markets Inc.
|
|
|
|
|
|
Exhibit
|
|
|
Number
|
|
Description of Exhibit
|
|
|
99
|
.4
|
|
Consent of Banc of America Securities LLC.
|
|
99
|
.5
|
|
Consent of Giovanni Barbarossa, to be named as a director of the
combined company.
|
|
99
|
.6
|
|
Consent of Greg Dougherty, to be named as a director of the
combined company.
|
|
99
|
.7
|
|
Consent of Joel A. Smith III, to be named as a director of the
combined company.
|
|
|
|
*
|
|
Confidential treatment requested as to certain portions, which
portions have been omitted and filed separately with the
Commission.
|
|
**
|
|
The exhibits and schedules to this agreement were omitted by
Bookham, Inc. Bookham, Inc. agrees to furnish any exhibit or
schedule to this agreement supplementally to the Securities and
Exchange Commission upon written request.
|
|
|
|
Previously filed.
|
|
(1)
|
|
Management contract or compensatory plan or arrangement.
|
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