Attached files
| file | filename |
|---|---|
| EX-31.2 - EXHIBIT 31.2 - OCLARO, INC. | c26947exv31w2.htm |
| EX-31.1 - EXHIBIT 31.1 - OCLARO, INC. | c26947exv31w1.htm |
| EX-10.14 - EXHIBIT 10.14 - OCLARO, INC. | c26947exv10w14.htm |
| EX-10.13 - EXHIBIT 10.13 - OCLARO, INC. | c26947exv10w13.htm |
| EX-10.10 - EXHIBIT 10.10 - OCLARO, INC. | c26947exv10w10.htm |
| EX-10.11 - EXHIBIT 10.11 - OCLARO, INC. | c26947exv10w11.htm |
Table of Contents
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K/A
(Amendment No. 1)
| þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE FISCAL YEAR ENDED JULY 2, 2011
or
| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number: 000-30684
OCLARO, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 20-1303994 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
2560 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)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Name of each exchange on which registered | |
| Common Stock, Par Value $0.01 Per Share | NASDAQ Global Select Market |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule
405 of the Securities Act. Yes o No þ
Indicate by check mark if the Registrant is not required to file reports pursuant to Section
13 or Section 15(d) of the Act. Yes o No þ
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 þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post such files). Yes o 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. þ
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):
| Large accelerated filer o | Accelerated filer þ | Non-accelerated filer o | Smaller reporting company o | |||
| (Do not check if a smaller reporting company) |
Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act
Rule 12b-2). Yes o No þ
The aggregate market value of the common stock held by non-affiliates of the registrant was
$652,256,000 based on the last reported sale price of the registrant’s common stock on December 31,
2010 as reported by the NASDAQ Global Market ($13.15 per share). As of September 6, 2011, there
were 50,373,660 shares of common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Part III incorporates certain information by reference from the registrant’s Proxy Statement
for its 2011 Annual Meeting of Stockholders, which will be filed on or before October 31, 2011.
With the exception of the sections of the registrant’s Proxy Statement for its 2011 Annual Meeting
of Stockholders specifically incorporated herein by reference, the registrant’s Proxy Statement for
its 2011 Annual Meeting of Stockholders is not deemed to be filed as part of this Form 10-K.
OCLARO, INC.
ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED JULY 2, 2011
TABLE OF CONTENTS
ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED JULY 2, 2011
TABLE OF CONTENTS
Table of Contents
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A (this “Amendment No. 1”) amends the Annual Report on Form 10-K
of Oclaro, Inc. (the “Company”) for the fiscal year ended July 2, 2011, filed with the Securities
and Exchange Commission (the “Commission”) on September 9, 2011 (the “Original Filing”). This
Amendment No. 1 is being filed as an exhibit-only filing solely to include the revised redacted
versions of Exhibit 10.10, Exhibit 10.11, Exhibit 10.13 and Exhibit 10.14 to the Original Filing,
which have been revised in response to comments that the Company received from the staff of the
Commission in connection with the Company’s request for confidential treatment with respect
thereto. Item 15 of Part IV of the Original Filing is hereby amended to include the revised
redacted versions of Exhibit 10.10, Exhibit 10.11, Exhibit 10.13 and Exhibit 10.14.
Except as described above, there has been no modification or update to any other items or
disclosures presented in the Original Filing. This Amendment No. 1 does not reflect events
occurring after the date of the Original Filing or modify or update those disclosures that may be
affected by subsequent events.
3
Table of Contents
PART IV
Item 15. Exhibits, Financial Statement Schedules
(a)
3. List of Exhibits
| Exhibit | ||
| Number | Description of Exhibit | |
| 10.10(1)(2) | Amendment Number Seven to Credit Agreement, dated as of
May 13, 2011, by and among Wells Fargo Capital Finance,
Inc., Oclaro, Inc., Oclaro Technology Ltd, Oclaro
Photonics, Inc. and Oclaro Technology, Inc. |
|
| 10.11(1)(2) | Amended and Restated Credit Agreement, dated as of July
26, 2011, among Oclaro, Inc., Oclaro Technology Ltd,
Wells Fargo Capital Finance, Inc. and other lenders
party thereto. |
|
| 10.13(1)(2) | Security Agreement (Domestic), dated as of July 26,
2011, among Oclaro, Inc., Oclaro Photonics, Inc., Oclaro
Technology, Inc., Oclaro (New Jersey), Inc., Oclaro
(North America), Inc., Mintera Corporation, Wells Fargo
Capital Finance, Inc. and other lenders party thereto. |
|
| 10.14(1)(2) | Security Agreement (Foreign), dated as of July 26, 2011,
among Oclaro, Inc., Oclaro Technology Ltd., Bookham
International, Ltd., Bookham Nominees Ltd., Oclaro
(Canada), Inc., Oclaro Innovations LLP, Wells Fargo
Capital Finance, Inc. and other lenders party thereto. |
|
| 31.1 (2) | Certification of Chief Executive Officer pursuant to
Rule 13a-14(a) and Rule 15d-14(a) of the Securities
Exchange Act, as amended |
|
| 31.2 (2) | Certification of Chief Financial Officer pursuant to
Rule 13a-14(a) and Rule 15d-14(a) of the Securities
Exchange Act, as amended |
| (1) | Portions of this exhibit have been omitted pursuant to a request
for confidential treatment submitted to the Securities and
Exchange Commission. |
|
| (2) | Filed herewith. |
4
Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
| OCLARO, INC. (Registrant) |
||||
| January 27, 2012 | By: | /s/ Alain Couder | ||
| Alain Couder | ||||
| Chairman of the Board and Chief Executive Officer | ||||
5