Attached files
| file | filename |
|---|---|
| EX-99.2 - EX-99.2 - OCLARO, INC. | f55665exv99w2.htm |
| EX-99.1 - EX-99.1 - OCLARO, INC. | f55665exv99w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 2)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 27, 2009
OCLARO, INC.
(Exact name of Registrant as specified in its charter)
000-30684
(Commission file number)
(Commission file number)
| Delaware | 20-1303994 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
2584 Junction Avenue, San Jose, California 95134
(Address of principal executive offices, zip code)
(Address of principal executive offices, zip code)
(408) 383-1400
(Registrant’s telephone number, including area code)
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
EXPLANATORY NOTE
This Amendment No. 2 contains additional financial information related to our merger with Avanex
Corporation (the “Merger”), which we completed on April 27, 2009. We are filing this financial
information solely for purposes of incorporation by reference into our Registration Statement on
Form S-3 (Registration No. 333-145665) (the “Registration Statement”), in connection with the
proposed public offering of our common stock (the “Offering”) contemplated by the preliminary
prospectus supplement we filed on April 29, 2010.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On May 1, 2009, we filed a Current Report on Form 8-K (the “Report”) reporting the completion of
the Merger. On May 7, 2009 we filed Amendment No. 1 to the Report to provide the historical
audited and unaudited financial information of Avanex Corporation (“Avanex”) and unaudited pro
forma financial information that was required to be filed under Item 9.01 of Form 8-K in connection
with the completion of the Merger. We are now filing this Amendment No. 2 to the Report to provide
additional historical unaudited financial information of Avanex and unaudited pro forma financial
information that is required to be filed under Item 9.01 of Form 8-K, and incorporated by reference
into the prospectus supplement relating to the Offering.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired
| (1) | Unaudited condensed consolidated financial statements of Avanex, including the unaudited condensed consolidated statements of operations and cash flows of Avanex for the nine months ended March 31, 2009 and March 31, 2008, and the notes related thereto, are hereby incorporated by reference to Exhibit 99.1 hereto. |
(b) Pro Forma Financial Information
Unaudited pro forma condensed combined financial statements describing the pro
forma effects of the business combination on the Company’s unaudited statement
of operations for the fiscal year ended June 27, 2009 are hereby incorporated
by reference to Exhibit 99.2 hereto.
(d) Exhibits
| Number | Description | |||
| 99.1 | Unaudited condensed consolidated financial statements of
Avanex, including the unaudited condensed consolidated
statements of operations and cash flows of Avanex for the
nine months ended March 31, 2009 and March 31, 2008, and
the notes related thereto. |
|||
| 99.2 | Unaudited pro forma condensed combined financial
statements describing the pro forma effects of the
business combination on the Company’s unaudited statement
of operations for the fiscal year ended June 27, 2009. |
|||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned hereunto duly authorized.
| OCLARO, INC. |
||||
| Date: April 30, 2010 | By: | /s/ Jerry Turin | ||
| Jerry Turin | ||||
| Chief Financial Officer | ||||
EXHIBIT LIST
| Exhibit No. | Description | |||
| 99.1 | Unaudited condensed consolidated financial
statements of Avanex, including the unaudited
condensed consolidated statements of operations and
cash flows of Avanex for the nine months ended
March 31, 2009 and March 31, 2008, and the notes
related thereto. |
|||
| 99.2 | Unaudited pro forma condensed combined financial
statements describing the pro forma effects of the
business combination on the Company’s unaudited
statement of operations for the fiscal year ended
June 27, 2009. |
|||