Company Overview
| Company Name |
OCLARO, INC. |
| Company Address |
2584 JUNCTION AVENUE
SAN JOSE, CA 95134 |
| Company Phone |
(408) 383-1400 |
| Company Website |
www.oclaro.com |
| CEO |
Alain Couder |
| Employees (as of 6/30/2012) |
2790 |
| State of Inc |
DE |
| Fiscal Year End |
7/3 |
| Status |
Filed (12/28/2012) |
| Symbol |
OCLR |
| Exchange |
Nasdaq National Market |
| Share Price |
-- |
| Shares Offered |
-- |
| Offer Amount |
$100,000,000.00 |
| Total Expenses |
-- |
| Shares Over Alloted |
-- |
| Shareholder Shares Offered |
-- |
| Shares Outstanding |
-- |
| Lockup Period (days) |
180 |
| Lockup Expiration |
-- |
| Quiet Period Expiration |
-- |
| CIK |
0001110647 |
Unless we otherwise indicate in the applicable prospectus supplement, we
currently intend to use the net proceeds from this offering primarily for
general corporate purposes, including working capital.
We may set forth additional information on the use of net proceeds from the
sale of the securities we offer under this prospectus in a prospectus
supplement relating to the specific offering. Pending the application of
the net proceeds, we intend to invest the net proceeds in investment-grade,
interest-bearing securities.
The optical communications markets are rapidly evolving. We expect these
markets to continue to be highly competitive because of the available
capacity and number of competitors. We compete with domestic and
international companies, many of which have substantially greater financial
and other resources than we do. As of June 30, 2012, we believe that our
principal competitors in the optical subsystems, modules and components
industry include Finisar Corporation (Finisar), JDS Uniphase Corporation
(JDSU), Oplink Communications, Inc. (Oplink) and Opnext, which we acquired
on July 23, 2012, and vertically-integrated equipment manufacturers such as
Fujitsu Limited and Sumitomo Electric Industries, Ltd. The principal
competitive factors upon which we compete include breadth of product line,
availability, performance, product reliability, innovation and selling price.
We seek to differentiate ourselves from our competitors by offering high
levels of customer value through collaborative product design, technology
innovation, manufacturing capabilities, optical/mechanical performance,
intelligent features for configuration, control and monitoring,
multi-function integration and overall customization. There can be no
assurance that we will continue to compete favorably with respect to these
factors. We encounter substantial competition in most of our markets,
although no one competitor competes with us across all product lines or
markets.
Our competitors also include laser diode suppliers such as DILAS Diode
Lasers, Inc., Jenoptik AG, Coherent, Inc. and JDSU, some of which are
captive suppliers to their own vertically integrated laser systems operations
as well as suppliers to external customers, and some of which, like us, are
merchant suppliers of laser diodes. Our competitors in VCSEL products include
Avago Technologies.
Consolidation in the optical systems and components industry in the past has
intensified, and future consolidation could further intensify, the competitive
pressures that we face. For example, in addition to our mergers with Opnext
and Avanex, our fiscal year 2010 acquisition of Xtellus and our fiscal year
2011 acquisition of Mintera; Finisar and Optium Corporation merged in 2008,
Finisar acquired Ignis Optics in 2011 and Red-C Optical Networks Ltd. in
2012, Neophotonics acquired Santur in 2011 and Opnext acquired StrataLight
Communications, Inc. in 2009. In the past, JDSU and Oplink have also
expanded their businesses through acquisitions.
We also face competition from companies that may expand into our industry
and introduce additional competitive products. Existing and potential
customers are also our potential competitors. These customers may internally
develop or acquire additional competitive products or technologies, which
may cause them to reduce or cease their purchases from us.
Company Description
We are a tier-one provider of optical communications and laser components,
modules and subsystems for a broad range of diverse markets, including
telecommunications (telecom), industrial, scientific, consumer electronics
and medical. Industry sources estimate that the total addressable markets
for optical communications and industrial and consumer lasers are
approximately $6.7 billion and $800 million, respectively. In all markets,
our approach is to offer a differentiated solution that is designed to make
it easier for our customers to do business by combining optical technology
innovation, photonic integration, and a vertically integrated approach to
manufacturing and product development. Our customers include Alcatel-Lucent;
ADVA Optical Networking; Ciena Corporation; Cisco Systems, Inc.; Ericsson;
Fujitsu Limited; Huawei Technologies Co. Ltd; Infinera Corporation; Laserline
Inc.; and Tellabs, Inc.
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We are a supplier of core optical network technology to leading telecom
equipment companies worldwide. We target telecom equipment manufacturers that
integrate our optical technology into the systems they offer to the telecom
carriers that are building, upgrading and operating high-performance optical
networks. Telecom carriers are increasingly demanding greater levels of
network capacity from their telecom equipment suppliers, our customers,
in order to meet their rapidly growing network bandwidth requirements. We
believe that the trend toward an increase in demand for optical solutions,
which increase network capacity, is in response to growing bandwidth demand
driven by increased transmission of video, voice and data over optical
communication networks. Network carriers also seek to decrease the total
cost of ownership of their networks and many of our advanced optical
solutions, both now and potentially in terms of future optical technologies
to enable new network architectures, can provide a level of flexibility and
responsiveness consistent with supporting these goals. The rapid development
of network infrastructure underway in developing countries is also driving
growth in demand for optical solutions. Increasingly, internet service
providers with their own wide area networks have similar requirements and are
also becoming customers for our optical network products.
We design, manufacture and market optical components, modules and subsystems
that generate, detect, amplify, combine and separate light signals in telecom
networks. We are a leading supplier of optical products at the component
level, including tunable lasers, pump lasers, external modulators, integrated
lasers and modulators and receivers. We are also a leading supplier of
products at the module and subsystem levels, including transceivers,
transponders, tunable dispersion compensation, amplifiers, wavelength
selective switch (WSS) and controlled subsystems, including integrated
reconfigurable optical add-drop multiplexer (ROADM) line cards. Many of
our products enable increased flexibility in optical telecom networks,
making the networks more dynamic in nature. With the acquisition of Opnext,
we expect to reinforce our leadership position in transceivers, transponders
and subsystems in our traditional core optical network markets, and to extend
our presence more significantly into the datacom/enterprise market with
Opnext’s portfolio of client-side and short reach transceivers.
Within our overall business, we also have specific product lines focused on
the design, manufacture, marketing and sale of optics and photonics solutions
for select non-telecom markets. These products include high-power lasers
targeted at material processing, consumer, medical, industrial and printing
markets, vertical cavity surface emitting lasers (VCSELs) targeted at consumer
markets and thin film filter products targeted at biotechnology and other
markets. Increasingly, customers outside of the telecom market are recognizing
the value of optical technology to their products and end markets. We believe
that there is a long-term transition under way across many markets from the
use of electronics to the use of light waves. We also believe that the
proliferation of optical technology into new and emerging markets and our
ability to be a viable supplier of differentiated technologies to larger
laser system companies serving these markets helps drive our growth in
related product lines. One such example is our introduction of fiber lasers,
which we believe may contribute to our customers’ ability to compete
effectively in related markets with existing vertically integrated
competitors.
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We were incorporated in Delaware in June 2004. Our principal executive
offices are located at 2560 Junction Avenue, San Jose, California 95134,
and our telephone number at that location is (408) 383-1400. We maintain a
website at www.oclaro.com.