Oclaro 8-K Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported): March 22, 2007

Bookham, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	0-30684	20-1303994
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation	File Number)	Identification No.)

2584 Junction Avenue, San Jose, California	95134
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (408) 383-1400

Not Applicable.

(Former Name or Former Address, if Changed Since Last Report)

     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 (seeGeneral 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))

TABLE OF CONTENTS

EXHIBIT 99.1

EXHIBIT 99.2

EXHIBIT 99.3

EXHIBIT 99.4

Item 1.01. Entry into a Material Definitive Agreement.

     On March 22, 2007, Bookham, Inc. (the “Registrant”) entered into definitive agreement for a private placement pursuant to which the Registrant issued, on March 22, 2007, 13,640,224 shares (the “Shares”) of common stock, $0.01 par value per share, of the Registrant (the “Common Stock”) and warrants to purchase up to 4,092,066 shares of Common Stock (the “Warrants”) with institutional accredited investors (the “Investors”) for gross proceeds of approximately $28.6 million. The Warrants have a five year term and are exercisable beginning on September 23, 2007 at an exercise price of $2.80 per share, subject to adjustment based on a weighted average antidilution formula if the Registrant effects certain equity issuances in the future for consideration per share that is less than the then current exercise price. The Registrant has agreed to file a registration statement relating to the resale of the Shares and the shares of Common Stock issuable upon the exercise of the Warrants.

     A copy of the Securities Purchase Agreement, the Registration Rights Agreement, the form of Warrant and the press release announcing the transaction are attached as exhibits hereto and are incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

     The information set forth in “Item 1.01. Entry into a Material Definitive Agreement” is incorporated herein by reference.

     Based in part upon the representations of the Investors in the Securities Purchase Agreement, the Shares and the Warrants were offered and sold in a private placement to institutional accredited investors without registration under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of certain states, in reliance on the exemptions provided by Section 4(2) of the Securities Act and Regulation D promulgated thereunder and in reliance on similar exemptions under applicable state laws.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

     See Exhibit Index attached hereto.

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.

	BOOKHAM, INC.
Date: March 26, 2007	By:	/s/ Stephen Abely
		Stephen Abely
		Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Securities Purchase Agreement, dated as of March 22, 2007, by and among Bookham, Inc. and the Investors (as such term is defined therein).
99.2	Registration Rights Agreement, dated as of March 22, 2007, by and among Bookham, Inc. and the Investors (as such term is defined therein).
99.3	Form of Warrant.
99.4	Press Release issued on March 23, 2007.