UNITEDTable STATESof Contents

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DCD.C. 20549

FORM 8-K

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

~~Pursuant~~Date toof ~~Section 13~~Report ~~or 15~~(d)Date of earliest event reported): April 27, 2009

~~The~~AVANEX ~~Securities Exchange Act of 1934~~ CORPORATION

~~Date~~(Exact name of ~~Report~~Registrant ~~(Date~~as ofspecified ~~earliest~~in ~~event~~its ~~reported~~charter)

April 16, 2009


Delaware	000-29175	94-3285348
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer
incorporation or organization)		Identification Number)

~~AVANEX~~40919 ~~CORPORATION~~Encyclopedia Circle Fremont, California 94538

(~~Exact~~Address, ~~name~~including ofzip ~~registrant~~code, asof ~~specified~~principal inexecutive ~~its charter~~offices)

Delaware		000-29175		94-3285348
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

(510) 897-4188

~~40919~~(Registrant’s ~~Encyclopedia~~telephone ~~Circle~~number, including area code)

~~Fremont,~~Check ~~California~~the ~~94538~~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 (~~Address~~17 ofCFR ~~principal~~230.425) ~~executive~~o ~~offices,~~Soliciting ~~including zip~~material ~~code~~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))

~~(510)~~TABLE ~~897-4188~~OF CONTENTS

(Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Item 3.03. Material Modification to Rights of Security Holders Item 5.01. Changes in Control of Registrant’s ~~telephone~~Item ~~number,~~5.02. ~~including~~Departure ~~area~~of ~~code)~~Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Item 9.01 Financial Statements and Exhibits SIGNATURE EXHIBIT INDEX EX-3.1 EX-3.2

(FormerTable nameof or former address, if changed since last report) Contents

~~Check~~Item 3.01. ~~the~~Notice ~~appropriate~~of ~~box~~Delisting ~~below~~or ifFailure ~~the Form 8-K filing is intended~~ to ~~simultaneously~~Satisfy ~~satisfy~~a ~~the~~Continued ~~filing~~Listing ~~obligation~~Rule ofor ~~the registrant~~Standard; ~~under~~Transfer ~~any~~ of ~~the following provisions (see General Instruction A~~Listing.~~2. below):~~

x As ~~Written~~previously ~~communications~~announced, ~~pursuant~~at a special meeting of stockholders held on April 27, 2009, the stockholders of Avanex Corporation (the “Company”) voted to ~~Rule~~approve ~~425~~the ~~under~~adoption of the ~~Securities~~Agreement and ~~Act~~Plan of Merger and Reorganization (17the ~~CFR~~“Merger ~~230~~Agreement”), dated January 27, 2009, by and among Oclaro, Inc.~~425~~ (formerly known as Bookham, Inc.), a Delaware corporation (the “Purchaser”), Ultraviolet Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Purchaser (“Merger Sub”), and the Company. Effective as of April 27, 2009, the merger (the "Merger”) contemplated by the Merger Agreement was consummated and Merger Sub merged with and into the Company.

¨ As ~~Soliciting~~a ~~material~~result ~~pursuant~~of the Merger, trading in the Company’s common stock on the NASDAQ Global Market was suspended prior to ~~Rule~~the ~~14a-12~~open ~~under~~of trading on April 28, 2009 and the NASDAQ Global Market has filed an application on Form 25 with the Securities and Exchange ~~Act~~Commission ~~(17~~to ~~CFR~~report ~~240~~that the common stock of the Company is no longer listed on the NASDAQ Global Market.~~14a-12)~~

¨Item 3.03. ~~Pre-commencement~~Material ~~communications~~Modification ~~pursuant~~ to ~~Rule~~Rights ~~14d-2(b)~~of ~~under~~Security ~~the Exchange Act (17 CFR 240~~Holders.~~14d-2(b))~~

¨ On ~~Pre-commencement~~April 27, ~~communications~~2009, pursuant to ~~Rule~~the ~~13e-4~~terms of the Merger Agreement, each issued and outstanding share of the Company’s common stock (cother than shares held by the Purchaser, Merger Sub, or any subsidiary of Purchaser or the Company) ~~under~~were converted into the ~~Exchange~~right ~~Act~~to ~~(17~~receive ~~CFR~~5.426 ~~240~~shares of common stock, par value $0.~~13e-4~~01, of the Purchaser (c“Purchaser Common Stock”) (and in certain cases a cash amount in lieu of fractional shares).

Item 5.0201. ~~Departure~~Changes ofin ~~Directors~~Control ~~or Certain Officers; Election~~ of ~~Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Registrant.

~~Resignations~~ Effective upon the filing of ~~Corporate~~the ~~Directors~~Certificate of Merger on April 27, 2009 (the “Effective Time”), a change in control of the Company occurred. Pursuant to the terms of the Merger Agreement, each issued and ~~Officers~~outstanding ~~Following~~share of the Company’s common stock (other than shares held by the Purchaser, Merger Sub, any subsidiary of Purchaser or any subsidiary of the Company) were converted in to the right to 5.426 shares of Purchaser Common Stock (and in certain cases a cash amount in lieu of fractional shares). At the Effective Time, Merger Sub merged with and into the Company, with the Company surviving as a wholly owned subsidiary of Purchaser. At the Effective Time, (i) approximately 15,693,359 shares of the Company’s common stock were converted into the right to receive approximately 85,152,166 shares of Purchaser Common Stock, which included 58,929 shares of the Company’s common stock deemed issued upon the accelerated vesting of restricted stock units of the Company at the Effective Time and converted into approximately 319,748 shares of Purchaser Common Stock at the Effective Time, (ii) outstanding options to purchase 967,898 shares of the Company’s common stock were converted into options to purchase approximately 5,251,814 shares of Purchaser Common Stock, (iii) outstanding restricted stock units of the Company covering 370,269 shares of the Company’s common stock were converted into restricted stock units of Purchaser covering approximately 2,009,079 shares of Purchaser Common Stock, (iv) outstanding warrants exercisable for 489,308 shares of the Company’s common stock were converted into (and will be replaced by) warrants to purchase approximately 2,654,985 shares of the Purchaser Common Stock, (v) an outstanding warrant exercisable for 4,000 shares of the Company’s common stock was terminated, and (vi) an outstanding warrant exercisable for 179,917 shares of the Company’s common stock was terminated in exchange for a payment of approximately $112,353 in cash.

~~Pursuant~~ The toforegoing ~~the~~description ~~terms and conditions~~ of the ~~Agreement and Plan of~~ Merger ~~and Reorganization (the “Merger~~ Agreement~~”),~~ ~~by and among Avanex Corporation (“Avanex”), Bookham, Inc. (“Bookham”) and Ultraviolet Acquisition Sub, Inc., a wholly owned subsidiary of Bookham, Avanex~~ is ~~required~~qualified ~~to use commercially reasonable efforts to obtain the resignation of all of the Avanex corporate directors and officers, to be effective~~ in ~~the~~its ~~case~~entirety ofby anreference ~~officer at the~~to ~~time of~~ the ~~effectiveness of the merger contemplated by the~~ Merger Agreement ~~(“the Effective Time”)~~, ~~and to be effective in the case of~~ a ~~director~~copy ~~24 hours after the Effective Time. Each~~ of ~~Giovanni~~which ~~Barbarossa,~~was ~~Brad~~included ~~Kolb,~~in ~~Scott Parker and Mark Weinswig has advised Avanex that they intend to resign~~ as anAnnex ~~officer~~A ~~of Avanex, such resignation~~ to ~~be effective at~~ the ~~Effective~~joint ~~Time. Each of Giovanni Barbarossa, Vinton Cerf, Greg Dougherty, Joel Smith, Paul Smith, Susan Wang and Dennis Wolf~~proxy ~~has~~statement/prospectus ~~advised~~filed ~~Avanex~~with ~~that they intend to resign as a director of Avanex, such resignation to be effective 24 hours after~~ the ~~Effective~~Securities ~~Time. The first such resignation was received on April 16, 2009,~~ and ~~the~~Exchange ~~last~~Commission ~~such resignation was received~~ on ~~April 21,~~ ~~2009. The Effective Time is expected to occur on April~~March 2725, 2009. ~~None of the resignations by the foregoing directors was a result of any disagreement with Avanex.~~

Item 85.0102. ~~Other~~Departure ~~Events~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Important~~ Pursuant to ~~Additional~~the ~~Information~~Merger Agreement, effective twenty-four hours following the Effective Time, all of the members of the Company’s Board of Directors resigned and ~~Where~~the toPurchaser, as the sole ~~Find~~stockholder Itof the Company, appointed the following individuals as directors of the Company: Jerry Turin and Kate Rundle.

~~This communication is being made in respect of the proposed business combination involving Bookham and Avanex. In connection with the proposed~~ Pursuant ~~transaction, Bookham has filed a Registration Statement on Form S-4 containing a joint proxy statement/prospectus of Bookham and Avanex. Investors and security holders are urged~~ to ~~carefully read~~ the ~~Registration~~Merger Statement on Form S-4 and related joint proxy statement/prospectus and other documents filed with the SEC by Bookham and Avanex because they contain important information about the proposed transactionAgreement, ~~including~~as ~~with respect to risks and uncertainties that could delay or prevent the completion~~ of the ~~proposed~~Effective ~~merger.~~Time, ~~Investors~~all ~~and security holders may obtain free copies~~ of ~~these documents and other documents filed with~~ the SEC at the SEC’s web site at www.sec.gov and by contacting Bookham Investor Relations at (408) 404-5400 or Avanex Investor Relations at (510) 897-4188. Investors and security holders may obtain free copies of the documents filed with the SEC on Bookham’s website at www.bookham.com or Avanex’s website at www.avanex.com or the SEC’s website at www.sec.gov. Bookham, Avanex and their respective directors and executive officers ~~may be deemed participants in the solicitation~~ of ~~proxies with respect to~~ the ~~proposed transaction. Information regarding~~Company ~~the~~resigned ~~interests of these directors~~ and ~~executive officers in~~ the ~~proposed~~following ~~transaction~~individuals isbecame ~~included in~~ the ~~joint proxy statement/prospectus described above. Additional information regarding the directors and executive~~ officers of ~~Bookham is also~~the ~~included~~Company: inJerry ~~Bookham’s proxy statement for its 2008 Annual Meeting of Stockholders~~Turin, ~~which~~Chief Executive ~~was~~Officer ~~filed with the SEC on September 18, 2008,~~ and ~~additional~~Chief ~~information~~Financial ~~regarding~~Officer ~~the directors~~ and ~~executive~~Kate ~~officers of Avanex is also included in Avanex’s proxy statement for its 2008 Annual Meeting of Stockholders~~Rundle, ~~which was filed with the SEC on October 14, 2008~~Secretary.

~~SIGNATURES~~Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

PursuantTable 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. Contents

~~AVANEX~~ In ~~CORPORATION~~connection ~~By:~~with ~~/s/~~the ~~MARK~~consummation ~~WEINSWIG~~of ~~Mark~~the ~~Weinswig~~Merger ~~Vice~~at ~~President~~the Effective Time, ~~Finance~~the Company’s Certificate of Incorporation and ~~Treasurer~~Bylaws were amended and ~~Interim~~restated. ~~Chief~~Copies ~~Financial~~of ~~Officer~~the Company’s Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws are included as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K.

~~Date: April~~Item ~~22,~~9.01 ~~2009~~Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description
3.1		Amended and Restated Certificate of Incorporation of Avanex Corporation.

3.2		Amended and Restated Bylaws of Avanex Corporation

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.


	AVANEX CORPORATION
Date: May 1, 2009	By:	/s/ Kate Rundle
		Kate Rundle
		Secretary

EXHIBIT INDEX


Exhibit No.		Description
3.1		Amended and Restated Certificate of Incorporation of Avanex Corporation.

3.2		Amended and Restated Bylaws of Avanex Corporation

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(FormerTable nameof or former address, if changed since last report) Contents

PursuantTable 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. Contents

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