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0000950135-08-003721.txt : 20080515 0000950135-08-003721.hdr.sgml : 20080515 20080515152324 ACCESSION NUMBER: 0000950135-08-003721 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20080513 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080515 DATE AS OF CHANGE: 20080515 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BOOKHAM, INC. CENTRAL INDEX KEY: 0001110647 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 201303994 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-30684 FILM NUMBER: 08837042 BUSINESS ADDRESS: STREET 1: 2584 JUNCTION AVENUE CITY: SAN JOSE STATE: CA ZIP: 95134 BUSINESS PHONE: (408) 919-1500 MAIL ADDRESS: STREET 1: 2584 JUNCTION AVENUE CITY: SAN JOSE STATE: CA ZIP: 95134 FORMER COMPANY: FORMER CONFORMED NAME: BOOKHAM TECHNOLOGY PLC DATE OF NAME CHANGE: 20000330 8-K 1 b70148bhe8vk.htm BOOKHAM, INC. e8vk

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): May 13, 2008

Bookham, Inc.

(Exact Name of Registrant as Specified in Charter)


Delaware	0-30684	20-1303994

(State or Other Juris- diction of Incorporation	(Commission File Number)	(IRS Employer 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 (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS


	Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
	Item 8.01 — Other Events
	Item 9.01 — Financial Statements and Exhibits
SIGNATURE
EXHIBIT INDEX
EX-99.1 PRESS RELEASE DATED MAY 14, 2008

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 13, 2008, the board of directors of Bookham, Inc. (the “Company”) elected (i) Dr. Bernard Couillaud as a Class I director of the Company, to serve until the 2008 annual meeting of stockholders of the Company or until his successor is duly elected and qualified, and (ii) Mr. Edward Collins as a Class II director of the Company, to serve until the 2009 annual meeting of stockholders of the Company or until his successor is duly elected and qualified. There are no arrangements or understandings between Dr. Couillaud or Mr. Collins and any other person pursuant to which either was elected as a director and there are no transactions in which Dr. Couillaud or Mr. Collins has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Upon their election, the Company granted each of Dr. Couillaud and Mr. Collins (i) a stock option to purchase 5,000 shares of common stock of the Company at an exercise price per share equal to $1.86, the closing price of the Company’s common stock on the NASDAQ Global Market on May 13, 2008, the date of their election to the Company’s board of directors and (ii) a restricted stock award for 5,000 shares of the Company’s common stock. Each of these stock option awards and restricted stock awards were granted pursuant to the Company’s Amended and Restated 2004 Stock Incentive Plan. In addition, Dr. Couillaud and Mr. Collins will receive a pro-rated portion of the $20,000 annual cash retainer and other fees for attending board and committee meetings, each in accordance with our standard director compensation policy.

Item 8.01 — Other Events

The Company issued a press release on May 14, 2008 announcing the election of Dr. Couillaud and Mr. Collins to the Company’s board of directors. The full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 — Financial Statements and Exhibits


(c)		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: May 14, 2008	By:	/s/ Stephen Abely
		Stephen Abely
		Chief Financial Officer

EXHIBIT INDEX


Exhibit No.		Description

99.1		Press release dated May 14, 2008 announcing the election of Dr. Bernard Couillaud and Mr. Edward Collins as directors of the Company.

EX-99.1 2 b70148bhexv99w1.htm EX-99.1 PRESS RELEASE DATED MAY 14, 2008 exv99w1

Exhibit 99.1

Bookham Expands Board of Directors With
Addition Of Two New Members

Adding Former Coherent CEO and China, Legal and Investment Professional

San Jose, Calif. — May 14, 2008, Bookham, Inc. (Nasdaq: BKHM), a leading provider of optical components, modules and subsystems, today announced that Dr. Bernard Couillaud and Mr. Edward (Ted) Collins have been elected to the board of directors, effective immediately.

“Both Bernard and Ted have a wealth of experience in their respective industries and we’re delighted to have them joining the Board,” said Dr. Peter Bordui, Chairman of Bookham’s Board of Directors. “In particular, Bernard has unparalleled background in the industrial laser market through his leadership experience at Coherent. Ted’s broad legal background along with his private equity expertise and knowledge of the China market strengthens our capabilities in these important areas.”

“Bernard and Ted are great additions to our Board. I look forward to their contributions as we believe we are transitioning Bookham to reach positive cash flow from operations before the end of the calendar year and guide the company to consistent and profitable growth,” said Alain Couder, President and CEO of Bookham Inc.

Dr. Couillaud brings more than 25 years of executive level experience to Bookham. The majority of Dr. Couillaud’s career was spent with the Santa Clara, California-based laser manufacturer, Coherent, Inc., where he served as President and CEO until 2002. Dr. Couillaud was the Chairman of Coherent’s Board of Directors from October 2002 to June 2007, and the Chairman of the Supervisory Board of Lambda Physik AG, a German public company, from 2000 to 2005. During his distinguished academic career in the field of physics and laser technology, Dr. Couillaud was a full Professor at the University of Bordeaux and a CNRS Fellow. He is also a member of the French National Academy of Technology.

Mr. Collins adds extensive investment banking, management and legal experience to Bookham. He is currently Managing Director and a Partner at ChinaVest where he is involved in private equity investments in China. He also serves as Chairman of the Board of the California Bank of Commerce, is director and audit committee chairman of the Taiwan Greater China Fund, and is a director of MedioStream, based in Los Altos, California. Previously, Mr. Collins was a Partner at the law firm of McCutchen, Doyle, Brown, & Enersen where he was responsible for the Greater China practice. He has served as counsel to various investment groups, banks, and manufacturing companies in Hong Kong and Taiwan, and has been a member of the State Bars of California and Texas.

Safe Harbor Statement
Any statements in this announcement about the future expectations, plans or prospects of Bookham, including statements containing the words “believe,” “plan,” “anticipate,” “expect,” “estimate,” “will,” “should,” “ongoing,” and similar expressions, constitute forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements, including factors described in Bookham’s most recent annual report on Form 10-K and most recent quarterly report on Form 10-Q. These include continued demand for optical components, changes in inventory and product mix, no further degradation in the exchange rate of the United States dollar relative to U.K, China and Switzerland currencies, and the continued ability of the Company to maintain requisite financial resources. The forward-looking statements included in this announcement represent Bookham’s view as of the date of this release. Bookham anticipates that subsequent events and developments may cause Bookham’s views to change. However, Bookham disclaims any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this document. Those forward-looking statements should not be relied upon as representing Bookham’s views as of any date subsequent to the date of this announcement.

Contact Info:

Julie Molloy
Bookham, Inc.
+44 (0) 7967 223 448
julie.molloy@bookham.com

Jim Fanucchi
Summit IR Group, Inc.
(408) 404-5400
ir@bookham.com

Howard Jones
BCS Public Relations
+44 (0) 7980 772 285
howard@bcspr.co.uk

About Bookham
Bookham, Inc. is a leading provider of high performance optical products, spanning from components to advanced subsystems. The company designs and manufactures a broad range of solutions tailored for the telecommunications optical infrastructure and selected markets, including industrial, life sciences, semiconductor, and scientific. The Company utilizes proprietary core technologies and a vertically integrated manufacturing organization to provide its customers with cost-effective and innovative devices, as well as flexible, scalable product delivery. Bookham is a global company, headquartered in San Jose, Calif., with leading edge chip fabrication facilities in the UK and Switzerland, and manufacturing sites in the US and China.

Bookham and all other Bookham, Inc. product names and slogans are trademarks or registered trademarks of Bookham, Inc. in the USA or other countries.

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