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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 10-K

FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Commission file number 0-30684

Bookham, Inc.
(Exact Name of Registrant as Specified in Its Charter)

        Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý    No o

        Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

        Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes ý    No o

        The aggregate market value of the Common Stock held by non-affiliates of the registrant was $188,782,586 based on the closing price of the registrant's Common Stock on September 10, 2004 as reported by the NASDAQ National Market ($7.55 per share). As of September 10, 2004, there were 33,516,768 shares of Common Stock outstanding.

TRANSITION REPORT ON FORM 10-K
PERIOD ENDED JULY 3, 2004

TABLE OF CONTENTS

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

        This report and the documents incorporated in it by reference contain forward-looking statements about our plans, objectives, expectations and intentions. You can identify these statements by words such as "expect," "anticipate," "intend," "plan," "believe," "seek," "estimate," "may," "will" and "continue" or similar words. You should read statements that contain these words carefully. They discuss our future expectations, contain projections of our future results of operations or our financial condition or state other forward-looking information, and may involve known and unknown risks over which we have no control. You should not place undue reliance on forward-looking statements. We cannot guarantee any future results, levels of activity, performance or achievements. Moreover, we assume no obligation to update forward-looking statements or update the reasons actual results could differ materially from those anticipated in forward-looking statements, except as required by law. The factors discussed in the sections captioned "Business," "Certain Factors that May Affect Future Results," and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in this report and the documents incorporated in it by reference identify important factors that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements.

PART I

Item 1.    Business

        Bookham is a Delaware corporation and was incorporated on June 29, 2004. On September 10, 2004, pursuant to a scheme of arrangement under UK law, 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 National Market. Our common stock is traded on the NASDAQ National 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. 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. In connection with the scheme of arrangement, Bookham changed its corporate domicile from the United Kingdom to the United States. 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 the Company and its subsidiaries 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. In contemplation of the scheme arrangement, Bookham Technology plc changed its fiscal year end from December 31 to the Sunday closest to June 30. Bookham's fiscal year end is also the Sunday closest to June 30. Accordingly, our financial statements have been prepared for the six months ended July 3, 2004, and now will be prepared for fifty-two/fifty-three week cycles going forward. In view of this change, this Form 10-K is a transition report and includes financial information for the six-month transition period ended July 3, 2004 and for the twelve- month periods ended December 31, 2003, 2002 and 2001. In addition, we changed our functional currency from pounds sterling to the U.S. dollar effective September 10, 2004. The change in functional currency is a result of the change in the principal economic environment in which we operate. In addition, our common stock is only traded on the Nasdaq National Market, where previously, our ordinary shares had been traded on the London Stock Exchange and the Nasdaq National Market. Our annual reports on Form 20-F for the years ended December 31, 2003, 2002 and 2001 contained Bookham Technology plc's consolidated financial statements prepared in accordance with accounting principles generally accepted in the United

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Kingdom and were denominated in pounds sterling. Our consolidated balance sheets as of July 3, 2004, June 29, 2003, December 31, 2003 and 2002 and the related consolidated statements of operations, stockholders' equity and cash flows for the six month period ended July 3, 2004 and June 29, 2003 and the years ended December 31, 2003, 2002 and 2001 contained in this transition report on Form 10-K have been prepared in conformity with United States generally accepted accounting principles, or GAAP.

        On March 8, 2004, we completed our merger with New Focus, Inc. The acquisition of New Focus added new product lines that service markets such as research and semiconductor capital equipment, as well as a direct sales force and group distributors. For the year ended December 28, 2003, New Focus reported revenues of $27.1 million for a gross margin of 22.7%. The acquisition of New Focus also contributed additional cash resources of approximately $105.0 million to fund our operations and a facility in Shenhzen, China which we intend to use as a comparatively low cost manufacturing site.

        On June 10, 2004, we acquired the entire issued share capital of Onetta, Inc., based in Sunnyvale, California for 2,764,030 shares of common stock valued at $24.7 million. Onetta provides optical amplifier modules and subsystems for communications networks.

        On July 21, 2004, we announced that we had sold JCA Technology, Inc. to Endwave Corporation for a consideration of $6.0 million. JCA Technology, Inc., which was based in San Jose, California and acquired as part of the New Focus transaction, primarily supplies a comprehensive line of radio frequency (RF) amplifiers for defense applications.

Industry Background

        In the 1990s, telecommunications network vendors and data communication vendors increasingly incorporated optical systems into communications infrastructures, taking advantage of the ability of fiber optic systems to support dramatically greater bandwidths than traditional copper networks. Widespread adoption of fiber optic systems has significantly improved the ability of these networks to transmit and manage the high volume of voice, video and data traffic generated in recent years by the growth of the Internet and other innovative communications technologies. The build-out of fiber optic networks required optical components that combine, generate, detect, manipulate and process light signals as they are transmitted.

        By the late 1990s, excess spending on optical telecommunications systems and the resulting demand for optical components had insulated existing component suppliers from normal business practices, resulting in production inefficiencies and inflated profit margins, as well as attracting new entrants into the market. Since 2001, however, as a result of declining market conditions, network carriers have drastically reduced their investments in the infrastructure and technology required to grow and support their networks. This resulting reduction in demand for optical systems has subjected optical component suppliers to more traditional business disciplines, such as appropriate capacity utilization, manufacturing economies of scale and prudent operating cost structures. In response, optical component suppliers have been required to reduce manufacturing and operating cost overheads dramatically in order to sustain their businesses during a period of reduced demand and to ensure they achieve cost efficiencies required to meet their customers' pricing demands.

        In addition, most large optical systems vendors have historically used components developed and produced by their own organizations to fulfill their needs for optical components. However, as the market for optical systems declined, optical systems vendors were exposed to many of the same inefficiency challenges facing independent optical component companies. These challenges, as well as the prioritization on optical systems design manufacturing, resulted in the divestiture or closure of many captive optical component businesses. As a result, during the last two years, optical systems vendors have been seeking component suppliers with a depth of technology expertise and breadth of product portfolio that no longer exists within their own organizations and the manufacturing capabilities that they have sold, outsourced or eliminated.

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        These trends have created significant pressure on optical component suppliers to consolidate so they can meet system vendor demands for complete solutions by developing and manufacturing the key components for optical networks on a rapid and efficient basis. In addition, market trends have created significant pressure on component suppliers to consolidate in order to achieve the critical mass that permits them to capture a larger revenue base, achieve enhanced economies of scale and maintain more comprehensive relationships with key customers. As a result, there has been significant consolidation in the marketplace, including our acquisition of the optical components businesses of Nortel Networks Corporation and Marconi Optical Components Limited and the acquisition by Avanex, Inc., of the optical components business of Alcatel, Inc. We believe that the trend towards consolidation will continue, providing companies positioned as consolidators with the opportunity to capture increased market share, key customers and improved profits through increased capacity utilization.

        The market for optical components continues to evolve. Telecommunications network vendors are requiring optical component suppliers to take advantage of developments in product integration and miniaturization to provide solutions incorporating multiple optical components on a single subsystem or module, thereby reducing the need for component assembly and additional testing by the vendor. Historically, the market for telecommunications products has been characterized by high performance, high cost and significant product customization, while the market for data communications products has been characterized by high volume, low cost and standardization. This distinction is increasingly blurred as technologies evolve that cost-effectively address both sets of applications at attractive price points, creating an opportunity to leverage technologies that meet the broader demands of the combined markets. In addition, the optical technology originally developed for the communications industry, such as high-power lasers, is also increasingly being deployed in industrial, automotive, aerospace and military applications. Exploitation of these opportunities offers optical component suppliers the opportunity to achieve improved margins and leverage embedded research and development expertise in new applications that are less dependent on the cycles of the telecommunications industry.

        In 2003, it was estimated that the market for optical components for use in optical communications applications was approximately $2.0 billion, of which we estimate approximately $1.2 billion was for telecommunications networks and approximately $800 million was for data communication networks. We also believe a significant opportunity exists for the innovative technology solutions developed for these optical communications applications to be applied in a variety of other non-telecommunications markets, including military and industrial applications.

        To succeed in such a challenging and evolving market, we believe that an optical component supplier must be able to:

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Offer a broad product portfolio of components;



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Maintain strong relationships with the world's leading optical systems vendors;



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Develop and maintain technologies that can be leveraged into new markets;



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Have integrated, cost efficient manufacturing facilities with conservatively managed manufacturing and operating overhead; and



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Be positioned as an industry consolidator with a proven track record.

Bookham's Solution

        We have responded to the demands of the optical components market by maintaining our focus on research and development, consolidating manufacturing facilities and reducing overhead, and pursuing an acquisition and consolidation strategy that has allowed us to achieve greater economies of scale and a broader product portfolio.

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We believe that we offer one of the most comprehensive end-to-end portfolios of optical component solutions to the telecommunications market. We believe that as a result of our broad product portfolio, we are a significant and important supplier to leading optical systems vendors.



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We have employed a focused acquisition and consolidation strategy. Our senior management team has demonstrated its capacity to acquire and integrate industry participants. We acquired the optical components businesses of Marconi Optical Components Limited and Nortel Networks Corporation in 2002. Additionally, we acquired Ignis Optics, Inc. and the business of Cierra Photonics, Inc. in 2003 and New Focus and Onetta in 2004. These acquisitions significantly increased our product portfolio and manufacturing expertise, while providing established relationships with leading optical systems vendors.



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As part of the process of integrating acquired businesses and companies, we have in the past year taken significant steps to rationalize production capacity, adjust headcount and restructure resources to reduce manufacturing and operating overhead. During 2003, we consolidated nine manufacturing facilities into three. In 2004, we announced a restructuring plan which includes moving the majority of our assembly and test operations from our site in Paignton, U.K. to our facility in Shenzhen, China.



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To further diversify our product portfolio, we are pursuing laser, semiconductor and other technologies for non-communications applications.

        As a result of these actions, we believe Bookham is well positioned to meet the demands of the optical components market and expand into new markets.

Bookham's Strategy

        Our goal is to maintain and enhance our position through the following steps:

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Continue to leverage broad product portfolio and technology expertise to gain share in the telecommunications market. We believe that our broad product portfolio, including the family of products acquired in the Nortel Networks Corporation transaction, can be sold to a broad range of optical vendors in the telecommunications market, including existing customers such as Nortel Networks Limited, Marconi Communications and Huawei, as well as new customers. We also intend to continue to leverage our technology expertise to expand our broad product portfolio to include integrated subsystems and other solutions that optical systems vendors need in order to upgrade or enhance network efficiency.



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Continue to focus on rigorous cost containment. We intend to continue to identify and implement cost-savings programs throughout the company, including programs to align our manufacturing resources appropriately and transition our manufacturing activities to competitive cost locations, such as our new Shenzhen, China facility. We continue to focus on managing our variable costs through yield improvements, labor productivity gains, component substitutions and aggressive supply chain management.



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Expand in the data communications and other markets. We intend to leverage our technology base and acquisition strategy to increase our presence in a variety of new markets, including data communications, military, industrial research, semiconductor capital equipment and biotechnology applications.



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Enhance global presence. We sell our components in Europe, North America and Asia, and we maintain facilities in each of those markets. We intend to continue to enhance our presence in each of these regions, with a particular focus on our sales and marketing presence in North America and our manufacturing capability in China.



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Broaden sales, marketing and customer support capabilities. We intend to develop our sales and marketing infrastructure and customer support functions to ensure that our customer

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relationships continue after products are deployed, to retain existing customers and to identify areas for further technical improvement and development.

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Implement strategic acquisition opportunities. We believe it is essential that we continue to acquire and integrate businesses with new or complementary technologies and markets in order to maintain the critical mass sufficient to sustain a leadership position in our market, enhance economies of scale and achieve profitability. While we are in current discussions with a variety of companies, we do not have any agreements or understandings to effect any specific transaction.

Bookham Product Offerings

        We design, manufacture and market optical components that generate, detect, route, amplify and manipulate light signals with primary application in communications networks. We have significant expertise in technology such as III-V optoelectronic semiconductors utilizing indium phosphide and gallium arsenide substrates, thin film filters and micro optic assembly and packaging technology. In addition to these technology platforms, we also have electronics design, firmware and software capabilities to produce transceivers, transponders, intelligent optical amplifiers and other added value subsystems.

        We believe that our acquisitions from Nortel Networks Corporation and Marconi Optical Components Limited, as well as our acquisitions of the business of Cierra Photonics, Ignis Optics, New Focus and Onetta, represent important steps that have significantly enhanced our product portfolio. We believe our enhanced product portfolio will enable us to provide optical systems suppliers with subsystems and modules using our component set. This ability to offer a more comprehensive array of products addresses our customers' goals of reducing the number of suppliers from whom they purchase. In addition, we feel that we are now positioned to offer products previously produced and deployed by Nortel Networks Corporation to other leading system manufacturers who, in the past, may not have been willing to purchase components from Nortel Networks Corporation, as one of their competitors.

        Our products provide functionality for the various elements within the optical networking system from transmitting to receiving light signals, and include products that generate, amplify, detect and combine light signals. Our product offerings that are principally aimed at the telecommunications marketplace include:

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Transmitters. Our transmitter product lines include products with fixed and tunable wavelength designed for both long-haul and metro applications, and ranging from 2.5Gb/s to 10Gb/s. This product line includes lasers that are either directly or externally modulated depending on the application.



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Transceivers. Our transceiver portfolio includes SFP products at 2.5Gb/s and XFP products operating at 10Gb/s.



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Tunable lasers and transmitter modules. Our tunable laser products include both thermal and electronically tunable devices that are produced co-packaged with a modulator to optimize performance and reduce the size of the product. We also have innovative technology to deliver wide band electronic tunability.



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Receivers. Our portfolio of discrete receivers for metro, long and ultra long-haul applications from 2.5Gb/s to 10Gb/s includes avalanche photodiode, or APD, preamp receivers, as well as photodiode, or PIN, preamp receivers, PIN and APD modules and products that feature integrated attenuators.



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Amplifiers. Erbium doped fiber amplifiers, or EDFAs, are used to boost the brightness of optical signals and offer compact amplification for ultra long-haul, long-haul and metro networks. We offer a semi-custom product portfolio of multiwavelength amplifiers from gain blocks to full card

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level or subsystem solutions for use in wide bandwidth WDM optical transmission systems. We also offer lower cost narrow band mini-amplifiers.

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Pump laser chips. Our 980nm pump laser diodes are designed for use as high-power, reliable pump sources for erbium doped fiber amplifiers. Uncooled modules are designed for low-cost, reliable amplification for metro, cross-connect or other single/multi channel amplification applications.



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Transponder modules. A transponder module provides both transmitter and receiver functions. A transponder includes electrical circuitry to control the laser diode and modulation function of the transmitter as well as the receiver electronics. These modules include a serializer that accepts simultaneous inputs of data at a rate that facilitates interfacing with a wide range of electronic circuits. These parallel data streams are electronically aggregated to form a stream of data that travels at a much higher rate.



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Thin Film Filters. Our thin film filter, TFF, products are used for multiplexing and demultiplexing optical signals within dense wavelength division multiplexing transmission systems. In addition to this, TFF products are used to attenuate and control light within our amplifier product range.



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TOA/ROA. Transmitter optical assemblies, or TOAs, and receiver optical assemblies, or ROAs, are card-level transmitter and receiver assemblies that are customized for the Nortel Networks Limited 10Gb/s transport systems. These products integrate several individual optical components onto one circuit board that contains components sourced both internally and from third parties.

        The optical technology originally developed for the telecommunications industry is also increasingly being deployed for other applications, including industrial and military applications including pump lasers, which are used to pump solid state lasers and are replacing lamp pumping in more and more applications.

        Through the New Focus acquisition, we also develop photonics and microwave solutions for diversified markets such as research, semiconductor capital equipment and the military. We sell two primary families of products in the area of photonics and microwave solutions: advanced photonic tools and tunable lasers for test and measurement applications.

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Photonic tools: are instruments and tools principally used for generating, measuring, moving, manipulating, modulating and detecting optical signals. These products include:



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Electro-optical components: including laser sources, modulators, photodetectors and photoreceivers used for general-purpose light and fluorescence detection, light modulation and component test and characterization.



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Precision opto-mechanical components: optical mounts, fiber aligners and translation stages designed to provide high stability, high resolution and precision adjustment capability for use in both manufacturing and laboratory environments.



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Motion control devices: motorized optical mounts, stages and actuators are designed to provide high resolution positioning and precise alignment when used with the precision opto-mechanical products.



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Tunable lasers: include swept-wavelength and step-and-measure lasers based on an external cavity diode laser design. They are used in semiconductor capital equipment and test and measurement applications.

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Customers, Sales and Marketing

        We principally sell our optical component products to optical systems vendors as well as to customers in the data communications, military, space, 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: optics and research and defense. Optics relates to the design, development, manufacture, marketing and sale of optical solutions for telecommunications and industrial applications. Research and defense relates to the design, manufacture, marketing and sale of photonics and microwave solutions. The following table sets forth our revenues by geographic region and by segment for the periods indicated.

Revenues by Geographic Region

Revenues by Segment

        For additional information on the Optics and Research and Defense segments, see Note 12 to our consolidated financial statements appearing elsewhere herein.

        Two of our customers, Nortel Networks Limited and Marconi Communications accounted for 46% and 9% respectively of our revenue for the six month period ended July 3, 2004, 59% and 13% in 2003, 32% and 38% in 2002 and 41% and 15% in 2001.

        The following table sets forth our long-lived assets by geographic region for the periods indicated.

        We believe it is essential to maintain a comprehensive and capable direct sales and marketing organization. Towards that end, as of July 3, 2004, we had established a direct sales and marketing force of 105 people for all of our products spanning the United Kingdom, China, France, Germany,

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Switzerland, Canada, Italy and the United States. In addition to our direct sales and marketing force, we also sell and market our products through international sales representatives and resellers that extends our commercial reach to smaller geographic locations and customers that are not currently adequately covered by our sales offices. Our products targeted at research and defense applications are sold through catalogs.

        Our products typically have a long sales cycle. The period of time between our initial contact with a customer to the receipt of an actual purchase order is frequently six months to a year or more. In addition, many customers perform, and require us to perform, extensive process and product evaluation and testing of components before entering into purchase arrangements.

        In certain instances, support services for our products include customer service and technical support. Customer service representatives assist customers with orders, warranty returns and other administrative functions. Technical support engineers provide customers with answers to technical and product-related questions. Technical support engineers also provide application support to customers who have incorporated our products into custom applications.

        We are subject to risks related to operating in foreign countries. These risks include: currency fluctuations, which could result in increased operating expenses and reduced revenues; greater difficulty in accounts receivable collection and longer collection periods; difficulty in enforcing or adequately protecting our intellectual property; foreign taxes; political, legal and economic instability in foreign markets; and foreign regulations. Any of these risks, or any other risks related to our foreign operations, could materially adversely affect our business, financial condition and results of operations.

Intellectual Property

        We believe that our proprietary technology provides us with an important competitive advantage, and we intend to continue to protect our technology, as appropriate, including design, process and assembly aspects. We believe that our intellectual property portfolio is a valuable strategic asset that we can use in conjunction with the technologies of the companies with whom we collaborate to develop sophisticated solutions and applications for use in optical networking. Our portfolio is supplemented by our extensive expertise and significant application and process engineering know-how developed by our personnel, including personnel who joined us from Nortel Networks Corporation, Marconi Optical Components Limited, Cierra Photonics, Ignis Optics, New Focus and Onetta. We believe that the future success of our business will depend on our ability to translate our intellectual property portfolio and the technological expertise and innovation of our personnel into new and enhanced products.

        As of September 10, 2004, we held 285 U.S. patents and 161 non-U.S. patents, and we had approximately 355 patent applications pending in various countries. We maintain an active program to identify technology appropriate for patent protection. We require employees and consultants to execute non-disclosure and proprietary rights agreements upon commencement of employment or consulting arrangements. These agreements acknowledge our exclusive ownership of all intellectual property developed by the individuals during their work for us and require that all proprietary information disclosed will remain confidential. While such agreements may be binding, we may not be able to enforce them in all jurisdictions.

        Although we continue to take steps to identify and protect our patentable technology and to obtain and protect proprietary rights to such technology, we cannot be certain the steps we have taken will prevent misappropriation of our technology. We may, as appropriate, take legal action in the future to enforce our patents and trademarks and otherwise to protect our intellectual property rights, including our trade secrets. In the future, situations may arise in which we may decide to grant additional licenses.

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Research and Development

        Since the inception of Bookham Technology plc in 1988, we have focused historically on research and development activities. We spent $54.4 million during 2001, $50.3 million during 2002, $50.4 million during 2003 and $26.9 million during the first six months of 2004 on research and development. We invested heavily in research and development in 2001 in connection with increasing our product development efforts in anticipation of an increase in demand. In response to the decline in the market and our decision to discontinue further development of our ASOC platform, we decreased these expenses in 2002. However, in 2003 principally due to the acquisition of Ignis Optics and Cierra Photonic, but also due to investment in the area of subsystems, we increased our expense for research and development. In addition, principally due to our acquisition of New Focus and Onetta, during the first six months of 2004, we increased our expense for research and development. We believe that continued focus on the development of our technology is critical to our future competitive success and our goal is to expand and develop our line of telecommunications products, particularly in the area of subsystems, to expand and develop our line of non-telecommunications products and technologies for use in a variety of different applications, enhance our manufacturing processes to reduce production costs, provide increased device performance and reduce product time to market. As of July 3, 2004, our research and development organization comprised 379 people.

        Our research and development facilities in Abingdon, Caswell and Paignton, U.K., Santa Rosa and San Jose, California, and Ottawa, Canada, include computer-aided design stations, modern laboratories and automated test equipment. Our research and development organization has optical and electronic integration expertise that facilitates meeting customer-specific requirements as they arise. We also sponsor advanced research in a number of universities in the United Kingdom, Europe and North America.

Manufacturing

        We own a wafer fab facility in Caswell, U.K., a manufacturing assembly and test facility in Paignton, U.K, a manufacturing and test facility in Shenzhen, China and a manufacturing facility in San Jose, California. We also lease a wafer fab facility in Zurich, Switzerland, and a thin-film filter manufacturing facility in Santa Rosa, California. We previously had manufacturing facilities in Abingdon, Harlow and Swindon, U.K.; Columbia, Maryland; Poughkeepsie, New York; and Ottawa, Canada, all of which are now closed. During 2003, we consolidated our Ottawa manufacturing equipment and activities into our existing Caswell facility and consolidated our optical amplifier manufacturing, assembly and test operations and chip-on-carrier operations into our Paignton site. Our aggregate potential manufacturing floor space in our currently existing facilities is approximately 850,000 square feet. As a result of the economic downturn, we estimate that in 2003 we substantially underutilized our existing manufacturing capacity. In 2004, we announced a restructuring plan which included moving a majority of our assembly and test operations from Paignton to Shenzhen in order to take advantage of the comparatively low manufacturing costs in China.

        Our manufacturing capabilities include fabrication processing for indium phosphide, gallium arsenide and thin film filters. Such capabilities include clean room facilities for each of the technology processes along with assembly and test capability and reliability/quality testing. Our manufacturing facilities house sophisticated semiconductor processing equipment, such as epitaxy reactors, metal deposition systems, photolithography, etching, analytical measurement and control equipment. Our assembly and test facilities include specialized automated assembly equipment, temperature and humidity control and reliability and testing facilities.

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Competition

        The market for our products is highly competitive. We believe we compete favorably with respect to the following factors:

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product quality, performance and price;



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confidence in future product evolution;



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confidence that the company will remain viable for the foreseeable future;



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manufacturing capabilities; and



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customer service and support.

        With respect to our telecommunications products, we also compete favorably on the basis of our historical customer relationships and the breadth of our product line.

        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 telecommunication equipment manufacturers. Specifically, we believe that we compete against two main categories of competitors:

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broad-based merchant suppliers of components, principally JDS Uniphase, Avanex and Triquint, Inc.; and



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the vertically integrated equipment manufacturers, such as Fujitsu.

        In addition, market leaders in industries such as semiconductor and data communications, who may have significantly more resources than we do, may in the future enter our market with competing products.

        In the area of photonics and microwave solutions, we compete with a number of companies including Melles Griot, Inc., Newport Corporation, Thermo Oriel (a unit of the Thermo Photonics Division of Thermo Electron Corporation), Thorlabs Inc., Miteq, Inc. and Aeroflex, Inc.

Employees

        As of July 3, 2004, we employed 2,024 persons, including 379 in research and development, 1,404 in manufacturing, 105 in sales and marketing, and 136 in finance and administration. None of our employees are subject to collective bargaining agreements. We believe that our relations with our employees are good.

Available Information

        Our Internet address is www.bookham.com. We are the successor to Bookham Technology plc for various purposes under the Exchange Act and, through the filing of a Current Report on Form 8-K filed pursuant to Rule 12g-3 under the Exchange Act, has assumed Bookham Technology plc's Commission file number (000-30684). Bookham began filing reports under the Exchange Act with the filing of that Current Report on Form 8-K. Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act will be posted on our website as soon as reasonably practicable after electronic filing with or furnishing to the Securities and Exchange

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Commission and the Annual Reports on Form 20-F and Reports on Form 6-K filed by Bookham Technology plc prior to the completion of the Scheme of Arrangement are available on our website. All such postings on our website can be accessed free of charge.

Item 2.    Properties

        We lease our principal executive offices in San Jose, California of approximately 52,000 square feet which also includes manufacturing, research and development and office space. We lease our corporate headquarters of approximately 20,000 square feet in Abingdon, U.K., under a lease that will expire in 2007. We also lease our wafer fab facility in Zurich, Switzerland, which is approximately 124,000 square feet. We own the 183,000 square foot facility in Caswell, U.K., which includes wafer fab, assembly and test capabilities, manufacturing support functions and research and development capabilities and office space. We own our facility in Paignton, U.K., which is approximately 240,000 square feet comprising manufacturing space incorporating clean rooms, assembly and test capabilities and supporting laboratories, office and storage space. We also own our facility in Shenzhen, China, which is approximately 247,000 square feet comprising manufacturing space, including clean rooms, assembly and test capabilities, packaging, storage and office space.

Item 3.    Legal Proceedings

        From time to time, we are involved in litigation relating to claims arising out of our operations in the normal course of business. We are not presently a party to any legal proceedings, the adverse outcome of which, in management's opinion, would have a material adverse effect on our results of operations or financial position.

        On June 26, 2001, a putative securities class action captioned Lanter v. New Focus, Inc. et al., Civil Action No. 01-CV-5822, was filed against New Focus and several of its officers and directors, or the Individual Defendants, in the United States District Court for the Southern District of New York. Also named as defendants were Credit Suisse First Boston Corporation, Chase Securities, Inc., U.S. Bancorp Piper Jaffray, Inc. and CIBC World Markets Corp., or the Underwriter Defendants, the underwriters in New Focus's initial public offering. Three subsequent lawsuits were filed containing substantially similar allegations. These complaints have been consolidated. On April 19, 2002, plaintiffs filed an Amended Class Action Complaint, described below, naming as defendants the Individual Defendants and the Underwriter Defendants.

        On November 7, 2001, a Class Action Complaint was filed against Bookham Technology plc and others in the United States District Court for the Southern District of New York. On April 19, 2002, the plaintiffs filed an Amended Class Action Complaint. The Amended Complaint names as defendants Bookham Technology plc, Goldman, Sachs & Co. and FleetBoston Robertson Stephens, Inc., two of the underwriters of Bookham Technology plc's initial public offering in April 2000, and Andrew G. Rickman, Stephen J. Cockrell and David Simpson, each of whom was an officer and/or director at the time of the initial public offering.

        The Amended Complaints assert claims under certain provisions of the securities laws of the United States. They allege, among other things, that the prospectuses for Bookham Technology plc's and New Focus's initial public offerings were materially false and misleading in describing the compensation to be earned by the underwriters in connection with the offerings, and in not disclosing certain alleged arrangements among the underwriters and initial purchasers of ordinary shares, in the case of Bookham Technology plc, or common stock, in the case of New Focus, from the underwriters. The Amended Complaints seek unspecified damages (or in the alternative rescission for those class members who no longer hold ordinary shares, in the case of Bookham Technology plc or common stock, in the case of New Focus), costs, attorneys' fees, experts' fees, interest and other expenses. In October 2002, the individual defendants were dismissed, without prejudice, from the action. In

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July 2002, all defendants filed Motions to Dismiss the Amended Complaint. The motion was denied as to Bookham Technology plc and New Focus in February 2003. Special committees of the board of directors authorized the companies to negotiate a settlement of the pending claims substantially consistent with a memorandum of understanding negotiated among class plaintiffs, all issuer defendants and their insurers. A stipulation of settlement for the claims against the issuer defendants, including Bookham, has been submitted to the court for preliminary approval. Under the stipulation of settlement, the plaintiffs will dismiss and release all claims against participating defendants in exchange for a contingent payment guaranty by the insurance companies collectively responsible for insuring the issuers in all the related cases, and the assignment or surrender to the plaintiffs of certain claims the issuer defendants may have against the underwriters. Under the guaranty, the insurers will be required to pay the amount, if any, by which $1.0 billion exceeds the aggregate amount ultimately collected by the plaintiffs from the underwriter defendants in all the cases. There is no guarantee that the settlement will become effective, as it is subject to a number of conditions, including court approval. We believe that both Bookham and New Focus have meritorious defenses and indemnification rights to the claims made in the Amended Complaint and we therefore believe that such claims will not have a material effect on our financial position.

        On February 13, 2002, Howard Yue, the former sole shareholder of Globe Y Technology, Inc., a company acquired by New Focus in February 2001, filed a lawsuit against New Focus and several of its officers and directors in Santa Clara County Superior Court. The lawsuit is captioned Howard Yue v. New Focus, Inc. et al, Case No. CV808031, and asserts claims stemming from New Focus's acquisition of Globe Y. The plaintiff has amended his complaint several times following the Court's dismissal of his earlier complaints. Currently, the plaintiff's third amended complaint alleges eight causes of action against New Focus: violation of §25400 and §25500 of the California Corporations Code; violation of §§1709-1710 of the California Civil Code; violation of §17200 and §17500 of the California Business & Professions Code; fraud and deceit by concealment; fraud and deceit by active concealment; fraud and deceit based upon non-disclosure of material facts; negligent misrepresentation; and breach of contract and the duty of good faith and fair dealing. The complaint seeks unspecified economic, punitive, and exemplary damages, prejudgment interest, costs, and equitable and general relief.

        On October 6, 2003, New Focus filed a cross-complaint against Mr. Yue seeking damages arising from Mr. Yue's misrepresentations to New Focus in the acquisition of Globe Y by New Focus. Discovery is ongoing in both the lawsuit by Mr. Yue and New Focus's cross-complaint. New Focus has certain counterclaims against Mr. Yue as well as the following defenses against Mr. Yue's claims: the doctrines of estoppel, waiver and consent; plaintiff's coming to the action with unclean hands; plaintiff's breach of contract; plaintiff's failure to fulfill any contractual conditions precedent; plaintiff's failure to mitigate damages, if any; plaintiff's negligence; the lack of an existence of a fiduciary or confidential relationship with the plaintiff; the causing of plaintiff's damages, if any, by intervening events; and plaintiff's fraudulent conduct. New Focus intends to conduct a vigorous defense of this lawsuit.

        On or about January 30, 2004, a lawsuit was filed in the United States District Court for the Eastern District of Virginia against Bookham Technology plc, certain individuals affiliated with Bookham Technology plc, Goldman Sachs, Goldman Sachs International, Robertson Stephens, Robertson Stephens International, Julius Baer & Company Ltd., Dexia PrivatBank Switzerland, Swiss Partners Investment Network Ltd., or Spin, and certain individuals affiliated with Spin. The complaint is captioned Defries v. Bookham Technology PLC, et al., Case No. 1:04-CV-00054. The suit purports to allege that defendants violated the federal securities laws in connection with Bookham Technology plc's initial public offering conducted on or about April 11, 2000, Bookham Technology plc's follow-on public offering conducted on or about September 19, 2000, and the trading of Bookham Technology plc's shares in the aftermarket from the date of the initial public offering through December 6, 2000. The complaint purports to allege violations of Sections 3(a)(8), 5, 11 and 15 of the Securities Act of 1933, as amended, Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and

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Section 203 of the Investment Advisers Act of 1940, as amended. It purports to incorporate allegations made by plaintiffs in the IPO laddering litigation described above. The suit purports to seek damages in the sum of at least $25 million, fees and costs. On May 20, 2004, the plaintiff filed a motion seeking to extend the deadline for service of the complaint until September 17, 2004. The court granted plaintiff's motion on May 21, 2004. The complaint has not been served, and we have not responded to the complaint. We are unable to predict the outcome of this suit and its ultimate effect, if any, on our financial condition; however, our defense against this suit may result in the expenditure of significant financial and managerial resources.

Item 4.    Submission of Matters to a Vote of Security Holders

        On June 2, 2004, Bookham Technology plc held its 2004 annual general meeting of shareholders. At the meeting, the votes cast for each matter presented to Bookham Technology's shareholders were as follows:

        On August 16, 2004, Bookham Technology held an extraordinary general meeting of shareholders in connection with the scheme of arrangement. At the meeting, the votes cast for each matter presented to Bookham Technology's shareholders were as follows:

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        On August 16, 2004, Bookham Technology held a shareholder court meeting in connection with the scheme of arrangement. At the meeting, the votes cast for each matter presented to Bookham Technology's shareholders were as follows:

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PART II

Item 5.    Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information and Holders

        Our common stock began trading on the NASDAQ National Market under the symbol "BKHM" on September 10, 2004. Prior to that date there was no established public trading market for our common stock. Prior to the closing of the scheme of arrangement on September 10, 2004, pursuant to which Bookham Technology plc became our wholly-owned subsidiary, Bookham Technology plc's ordinary shares were quoted on the Official List of the United Kingdom Listing Authority under the symbol "BHM" and its ADSs were quoted on the NASDAQ National Market under the symbol "BKHM" beginning on April 11, 2000. Each ADS represented one ordinary share. In the scheme of arrangement, every ten ordinary shares of Bookham Technology plc were exchanged for one share of our common stock. The closing price of our common stock on September 10, 2004 was $7.55.

        The following table sets forth the range of high and low sale prices of Bookham Technology plc's ordinary shares and ADSs for the periods indicated (the sales prices have not been adjusted to reflect the exchange ratio in the scheme of arrangement):

        As of September 10, 2004, there were approximately 12,880 holders of record of our common stock. This number does not include stockholders who hold their shares in "street name" or through broker or nominee accounts.

Dividends

        We have never paid cash dividends on our common stock or ordinary shares. We intend to retain our earnings for use in our business and, therefore, do not anticipate paying any cash dividends on our common stock in the foreseeable future.

Recent Sales of Unregistered Securities

        On June 29, 2004, in connection with our incorporation, we issued an aggregate of 100 shares of our common stock to Stephen Abely and Giorgio Anania in consideration for services they provided in connection with establishing the Company. The shares were offered and issued pursuant to Section 4(2) of the Securities Act of 1933, as amended, or the Securities Act.

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        On September 10, 2004, we issued an aggregate of 33,516,768 shares of our common stock in exchange for the entire issued share capital of Bookham Technology plc in a transaction exempt from registration pursuant to Section 3(a)(10) of the Securities Act.

Item 6.    Selected Financial Data

        The selected financial data set forth below should be read in conjunction with our consolidated financial statements and related notes and "Management's Discussion and Analysis of Financial Condition and Results of Operations" appearing elsewhere herein. In June 2004, Bookham Technology plc approved a change in its fiscal year end from December 31 to the Sunday closest to June 30. Bookham also has a fiscal year end which ends on the Sunday closest to June 30. Accordingly, our financial statements have been prepared for the six months ended July 3, 2004, and now will be prepared for fifty-two/fifty-three week cycles going forward. Accordingly, data for 2004 presented in this report relates to the period from January 1, 2004 to July 3, 2004, otherwise known as the transition period. In connection with the scheme of arrangement, Bookham changed its corporate domicile from the United Kingdom to the United States. In addition, we changed our functional currency from pounds sterling to the U.S. dollar effective September 10, 2004. The change in functional currency is the result of the change in the principal environment in which we operate. In addition, our common stock is only traded on the Nasdaq National Market, where previously, our ordinary shares had been traded on the London Stock Exchange and the Nasdaq National Market. Our annual reports on Form 20-F for the years ended December 31, 2003, 2002 and 2001 contained Bookham Technology plc's consolidated financial statements prepared in accordance with accounting principles generally accepted in the United Kingdom and were denominated in pounds sterling. Our consolidated balance sheets as of July 3, 2004, June 29, 2003, December 31, 2003 and 2002 and the related consolidated statements of operations, stockholders' equity and cash flows for the six month period ended July 3, 2004 and June 29, 2003 and the years ended December 31, 2003, 2002 and 2001 contained in this transition report on Form 10-K have been prepared in conformity with GAAP. As a result, the periods shown have been translated from pounds sterling into U.S. dollars using the exchange rates set forth in Note 1 to our consolidated financial statements included elsewhere in this report.

Consolidated Statements of Operations Data

Consolidated Balance Sheet Data

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Item 7.    Management's Discussion and Analysis of Financial