OCLARO, INC. (BKHM) SPO
|Company Name||OCLARO, INC.|
|Company Address||2584 JUNCTION AVENUE
SAN JOSE, CA 95134
|Company Phone||(408) 383-1400|
|Employees (as of 6/30/2007)||1985|
|State of Inc||DE|
|Fiscal Year End||7/3|
|Exchange||Nasdaq National Market|
|Shares Over Alloted||0|
|Shareholder Shares Offered||--|
|Lockup Period (days)||180|
|Quiet Period Expiration||11/26/2007|
We estimate that the net proceeds from the sale of the 16,000,000 shares of our common stock that we are offering at an assumed public offering price of $3.15 per share, the last reported sale price of our common stock on the NASDAQ Global Market on October 26, 2007, will be approximately $46.7 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by us. A $0.10 increase (decrease) in the assumed public offering price per share of our common stock would increase (decrease) the estimated net proceeds that we receive from this offering by approximately $1.5 million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus supplement, does not change. We intend to use the net proceeds of this offering for general corporate purposes, including working capital. Pending the application of the net proceeds, we intend to invest the net proceeds in investment-grade, interest-bearing securities.
The market for our products is highly competitive. We believe we compete favorably with respect to the following factors: • product quality, performance and price; • future product evolution; • manufacturing capabilities; and • customer service and support. With respect to our telecommunications products, we also believe we compete favorably on the basis of our historical customer relationships and the breadth of our product lines. Although we believe that we compete favorably with respect to these factors, there can be no assurance that we will continue to do so. We encounter substantial competition in most of our markets, although no one competitor competes with us across all product lines or markets. We believe that our principal competitors in telecommunications are the major suppliers of optical components and modules, including both vendors selling to third parties and components companies owned by large telecommunications equipment manufacturers. Specifically, we believe that we compete against two main categories of competitors in telecommunications: • broad-based merchant suppliers of components, principally JDSU, Avanex, Opnext and CyOptics; and • the vertically integrated equipment manufacturers, such as Fujitsu, Huawei and Sumitomo. In addition, as we integrate and expand our offerings into new markets, we may compete against market leaders, such as Agilent, Finisar and Marvell, which acquired Intel’s communications business, in industries such as semiconductor and data communications, who may have significantly more resources than we do. In the area of photonics and microwave solutions, we compete with a number of companies including Melles Griot, Newport, Thermo Oriel (a unit of the Thermo Photonics Division of Thermo Electron Corporation), Thorlabs, Miteq and Aeroflex.
We design, manufacture and market optical components, modules and subsystems that generate, detect, amplify, combine and separate light signals principally for use in high-performance fiber optics communications networks. We principally sell our optical component products to optical systems vendors
as well as to customers in the data communications, military, aerospace, industrial and manufacturing industries. Customers for our photonics and microwave product portfolio include academic and governmental research institutions that engage in advanced research and development activities. We operate in two business segments: (i) optics and (ii) research and industrial. Optics relates to the design, development, manufacture, marketing and sale of optical solutions for telecommunications and industrial applications. Research and industrial relates to the design, manufacture, marketing and sale of photonics and microwave solutions. Bookham, Inc. is a Delaware corporation and was incorporated on June 29, 2004. On September 10, 2004, pursuant to a scheme of arrangement under U.K. law, Bookham, Inc., or Bookham, became the publicly traded parent company of the Bookham Technology plc group of companies, including Bookham Technology plc, a public limited company incorporated under the laws of England and Wales whose stock was previously traded on the London Stock Exchange and the Nasdaq Global Market. Our common stock is traded on the Nasdaq Global Market under the symbol "BKHM." Pursuant to the scheme of arrangement, all outstanding ordinary shares of Bookham Technology plc were exchanged for shares of our common stock on a ten for one basis. In connection with the scheme of arrangement, Bookham changed its corporate domicile from the United Kingdom to the United States and changed our reporting currency from U.K. pounds sterling to U.S. dollars. Our consolidated financial statements are stated in U.S. dollars as opposed to U.K. pounds sterling, which was the currency we previously used to present our financial statements. In addition, in connection with the change in domicile, we changed our fiscal year end from December 31 to the Saturday closest to June 30. Our financial statements are now prepared based on fifty-two/fifty-three week annual cycles. Our consolidated financial statements reported in U.S. dollars depict the same trends as would have been presented if we had continued to present financial statements in U.K. pounds sterling. Bookham assumed Bookham Technology plc's Securities and Exchange Commission, or SEC, and financial reporting history effective September 10, 2004. As a result, management deems Bookham Technology plc's consolidated business activities prior to September 10, 2004 to represent Bookham's consolidated business activities as if Bookham and Bookham Technology plc had historically been the same entity. References to "the Company" refer to Bookham, Inc. without its subsidiaries. References to "we," "our," "us" or "Bookham" mean Bookham, Inc. and its subsidiaries as a whole, except where it is clear from the context that any of these terms relate solely to Bookham, Inc., and refers to Bookham's consolidated business activities since September 10, 2004 and Bookham Technology plc's consolidated business activities prior to September 10, 2004. Unless specifically stated otherwise, all references in this document to the number of shares, per share amounts and market prices have been restated to reflect the closing of the scheme of arrangement. Our principal executive offices are located at 2584 Junction Avenue, San Jose, California 95134 and our telephone number at that address is (408) 383-1400. Our website is located at www.bookham.com.