UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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)

~~February~~April 38, 2009

AVANEX CORPORATION

(Exact name of registrant as specified in its charter)

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

40919 Encyclopedia Circle

Fremont, California 94538

(Address of principal executive offices, including zip code)

(510) 897-4188

(Registrant’s telephone number, including area code)

(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):

x	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))

Item 28.~~02.~~01 ~~Results~~Other ~~of Operations and Financial Condition~~Events.

OnAs ~~February 5,~~previously disclosed in the joint proxy ~~2009,~~statement/prospectus of Avanex Corporation (“Avanex”) and Bookham, Inc. (“Bookham”) filed by Bookham pursuant to Rule 424(b)(3) with the Securities and Exchange Commission (the “~~Company~~SEC”) ~~issued~~on March 26, 2009 (the “Joint Proxy Statement/Prospectus”) relating to the contemplated merger of Avanex and Bookham, on February 3, 2009, a ~~press~~purported ~~release~~class ~~reporting~~action complaint was filed against Avanex and its ~~results~~directors, Bookham, ~~for~~and Ultraviolet Acquisition Sub, Inc. in the ~~second~~Superior ~~fiscal~~Court ~~quarter~~of ~~ended~~California, ~~December~~Alameda County by two individuals who purport to be stockholders of Avanex (the “Action”). Plaintiffs purport to bring the Action on behalf of all stockholders of Avanex. On March 313, ~~2008~~2009, these individuals filed an amended complaint. The ~~press~~amended ~~release~~complaint isalleges ~~furnished~~that ~~herewith~~the asindividual ~~Exhibit~~defendants breached their fiduciary duties by failing to maximize stockholder value in connection with the contemplated merger of Avanex and Bookham, and that a preliminary version of the Joint Proxy Statement/Prospectus included in the Registration on Form S-4 filed by Bookham with the SEC on February 9926, 2009 fails to provide stockholders with material information or contains materially misleading information thereby rendering the stockholders unable to cast an informed vote on the proposed merger.1 The complaint also alleges that Avanex, Bookham, and isUltraviolet ~~incorporated~~Acquisition ~~herein~~Sub byaided and ~~reference~~abetted the individual defendants’ alleged breach of fiduciary duties. Plaintiffs seek to permanently enjoin the merger with Bookham, monetary damages in an unspecified amount attributable to the alleged breach of duties, and legal fees and expenses.

~~This~~On ~~information~~April 8, ~~shall~~2009, ~~not~~Avanex beand ~~deemed~~the ~~“filed”~~other ~~for~~named ~~purposes~~defendants entered into a memorandum of ~~Section 18~~understanding with plaintiff’s counsel regarding the proposed settlement of the ~~Securities~~Action. ~~Exchange~~In ~~Act~~connection ofwith ~~1934~~the proposed settlement, asAvanex ~~amended~~agreed (to make certain additional disclosures to its stockholders, which are provided below. The memorandum of understanding contemplates that the parties will ~~“Exchange~~enter ~~Act”)~~into a stipulation of settlement. The stipulation of settlement will be subject to customary conditions, orincluding ~~incorporated~~court approval following notice to Avanex’s stockholders. The stipulation of settlement will provide for a hearing at which the court will consider the fairness, reasonableness and adequacy of the settlement which, if finally approved by ~~reference~~the court, will resolve all of the claims that were or could have been brought in the Action, including all claims relating to the merger, the merger agreement and any ~~filing~~disclosure ~~under~~made in connection therewith. In addition, in connection with the ~~Securities~~settlement ~~Act~~and as provided in the memorandum of ~~1933~~understanding, the parties contemplate that plaintiff’s counsel will seek an award of attorneys’ fees and expenses in the amount of up to $230,000 as ~~amended~~part of the settlement, which will be paid by Avanex (or its successor(s)-in-interest). There can be no assurance that the ~~Exchange~~parties ~~Act~~will ultimately enter into a stipulation of settlement or that the court will approve the settlement on the terms agreed to or upon other acceptable terms. In such event, ~~except~~the proposed settlement as ~~shall~~contemplated by the memorandum of understanding may be ~~expressly~~terminated. ~~set~~The ~~forth~~settlement bywill ~~specific~~not affect ~~reference~~the amount of the merger consideration to be paid to Avanex’s stockholders in ~~such~~the merger. Avanex and the other named defendants vigorously deny all liability with respect to the facts and claims alleged in the Action, and specifically deny that any further supplemental disclosure was required under any applicable rule, statute, regulation or law. However, to avoid the risk of the Action delaying or adversely affecting the merger and the related transactions, to minimize the expense of defending the Action, and to provide additional information to Avanex’s stockholders at a ~~filing~~time and in a manner that would not cause any delay of the merger, Avanex and the other named defendants have agreed to the proposed settlement described above. Avanex and the other named defendants further consider it desirable that the Action be settled to avoid the substantial burden, expense, risk, inconvenience and distraction of litigation, and to eliminate the risk of any delay to the closing of the merger caused by the Action.

~~Non-GAAP~~The ~~Financial~~following ~~Measures~~information supplements the Joint Proxy Statement/Prospectus and should be read in conjunction with the Joint Proxy Statement/Prospectus:

~~The~~Additional ~~Company’s press release includes non-GAAP net income (loss) and non-GAAP net income (loss) per share to provide the reader with greater transparency to~~ information ~~used~~regarding ~~by management in its financial and operational decision-making, to help~~ the ~~reader~~selection ~~better~~of ~~understand~~Banc ~~the Company’s~~of ~~operating~~America ~~results~~Securities ~~and~~LLC to provide historical comparability. The Company also believes that when GAAP net income (loss) and GAAP net income (loss) per share are viewed in conjunction with non-GAAP net income (loss) and non-GAAP netas ~~income (loss) per share, readers are provided with a more meaningful understanding of the Company~~Avanex’s ~~ongoing operating performance. In addition, management uses these measures for reviewing the Company’s~~ financial ~~results.~~advisor ~~The primary adjustments from GAAP net income (loss) and GAAP net income (loss) per share that are reflected in the non-GAAP financial measures provided are described in more detail below:~~

~~Share-Based~~Avanex ~~Payments.~~retained ~~The~~Banc ~~Company~~of ~~excludes~~America ~~share-based~~Securities ~~payments~~LLC ~~to calculate non-GAAP net income~~ (~~loss)~~“Banc ~~and~~of ~~non-GAAP~~America ~~net income (loss~~Securities”) ~~per~~to ~~share.~~provide ~~Financial Accounting Standards Board Statement No. 123~~financial ~~(revised)~~advisory ~~(“SFAS~~services ~~123(R)”),~~to ~~“Share-Based~~Avanex ~~Payment,”~~in ~~became~~connection ~~effective~~with ~~and~~Avanex’s ~~was~~consideration ~~adopted~~of bypotential ~~the~~strategic ~~Company~~alternatives ~~during~~and ~~the~~transactions. ~~quarter~~As ~~ended~~disclosed ~~September 30,~~on ~~2005.~~page ~~Under~~96 ~~SFAS~~of ~~123(R),~~the ~~all~~Joint ~~share-based~~Proxy ~~payments to employees~~Statement/Prospectus, ~~including~~Banc ~~grants~~ of ~~employee~~ ~~stock~~America ~~options,~~Securities ~~are~~was toselected beby Avanex’s ~~expensed~~board inof ~~the~~directors ~~financial statements based~~ on ~~their~~the ~~fair~~basis ~~value~~of ~~determined~~Banc byof ~~applying~~America aSecurities’ ~~fair~~experience ~~value~~in ~~measurement~~transactions ~~method.~~similar ~~The~~to ~~Company~~the ~~believes~~merger, ~~that~~its ~~excluding~~reputation ~~share-based~~in ~~payments~~the ~~from~~investment ~~GAAP~~community ~~net income (loss)~~ and ~~GAAP net~~its ~~income~~familiarity ~~(loss)~~with ~~per~~Avanex ~~share~~and ~~provides~~its ~~investors~~business. ~~with~~Avanex’s ~~historical~~board ~~comparability~~of directors inconsidered, ~~its~~among ~~financial~~other ~~reporting~~factors, asthe ~~well~~fact asthat ~~comparability~~Banc ~~with~~of ~~competitor’s~~America ~~operating~~Securities ~~results.~~had Inbeen ~~addition,~~named ~~the~~a ~~Company~~top ~~believes~~3 ~~that~~investment ~~excluding~~bank ~~share-based~~for ~~payments provides~~middle ~~greater~~market ~~transparency~~companies ~~when~~by ~~reviewing~~Institutional ~~the~~Investor ~~current~~in ~~operating~~December ~~performance~~2007 ofand ~~the~~had ~~overall~~completed ~~business.~~

~~Amortization~~ over of105 ~~Intangibles~~transactions in 2007. The ~~Company excludes~~board ~~amortization~~ of ~~intangibles~~directors toalso ~~calculate~~considered ~~non-GAAP~~the ~~net~~familiarity ~~income~~of ~~(loss)~~Banc ~~and~~of ~~non-GAAP~~America ~~net~~Securities ~~income~~with ~~(loss)~~Avanex ~~per~~and ~~share~~its business. ~~The~~As disclosed ~~Company’s~~in ~~amortization~~the ofJoint ~~intangibles~~Proxy ~~primarily~~Statement/Prospectus, ~~relates~~Banc toof America Securities and its ~~acquisitions~~affiliates ofin the ~~optical~~past ~~components~~have ~~businesses~~provided ~~of Corning~~investment banking, ~~Alcatel~~commercial banking and ~~Vitesse~~other infinancial ~~2003~~services ~~and~~to ~~acquisition~~Avanex, ofincluding, ~~certain~~among ~~assets~~other ~~from~~services ~~Essex~~referenced ~~Corporation~~ in the ~~2007.~~Joint ~~These~~Proxy ~~adjustments~~Statement/Prospectus, ~~have~~having ~~been~~acted ~~excluded~~as ~~because~~agent ~~management~~and ~~focuses~~book ~~primarily~~runner onin ~~the~~connection ~~current~~with ~~controllable~~certain ~~operating~~equity ~~expenses~~offerings of ~~the~~Avanex. ~~business,~~The ~~which excludes~~board ~~amortization.~~of Indirectors ~~addition,~~also considered the ~~Company~~fact ~~believes~~ that ~~excluding~~Banc ~~amortization~~of ~~provides~~America ~~greater~~Securities ~~transparency~~had ~~when~~acted ~~reviewing~~as ~~the~~financial ~~current~~advisor ~~operating~~to Avanex ~~performance~~in connection with Avanex’s acquisition of the ~~overall~~optical components businesses of Alcatel and Corning Incorporated in 2003 and in connection with a potential business combination with Bookham in 2006. ~~The~~In ~~Company~~addition, ~~believes~~Avanex’s board of directors believed that itBanc isof ~~useful~~America toSecurities ~~investors~~could ~~to provide~~draw ~~non-GAAP~~upon ~~measures~~its ~~that~~deep ~~are~~experience ~~indicative~~in ofmerger and acquisition transactions and the ~~Company~~technology industry to assist Avanex’s ~~core~~management ~~operating~~in ~~expenses~~initiating and ~~performance~~pursuing discussions on behalf of Avanex with potential strategic partners for Avanex.

~~Restructuring.~~Additional ~~The~~information ~~Company~~regarding also excludes restructuring charges to calculate non-GAAP net income (loss) and non-GAAP net income (loss) per share. Such charges are primarily due to workforce reductions and related costs to enhance the ~~reader’s~~opinion ~~overall understanding~~ of the continuing operations of the Company, its core current financial performance and its prospects for the future. The Company has incurred substantial acquisition-related restructuring charges as well as restructuring charges resulting from material changes to the CompanyAvanex’s cost structure, which makes historical comparisons difficult. The Company believes that excluding restructuring charges from GAAP net income (loss) and GAAP net income (loss) per share provides investors with historical comparability in its financial ~~reporting~~advisor ~~as well as comparability with competitor’s operating results.~~

~~Impairment~~As ofdisclosed ~~Goodwill~~on pages 100 and ~~Intangibles. The~~101 ~~Company~~of ~~also~~the ~~excludes~~Joint Proxy Statement/Prospectus under the ~~impairment~~section “Selected Publicly Traded Companies Analysis,” Banc of ~~goodwill~~America Securities performed separate selected publicly traded companies analyses of Avanex and ~~intangibles~~Bookham toin ~~calculate~~which ~~non-GAAP~~Banc ~~net~~of ~~income~~America ~~(loss)~~Securities reviewed publicly available financial and ~~non-GAAP~~stock ~~net~~market ~~income~~information ~~(loss)~~for ~~per~~Avanex, ~~share~~Bookham and five selected publicly traded companies referenced in the joint proxy statement/prospectus. OnThese acompanies ~~regular~~were ~~basis~~selected because, among other factors, they are publicly traded companies in the ~~Company~~fiber ~~does~~optic ~~impairment~~communications ~~testing~~industry, ofwhich ~~its~~is ~~goodwill~~the ~~and~~industry ~~indefinite~~in ~~life~~which ofAvanex and ~~intangible~~Bookham ~~assets~~operate. IfIn ~~their~~performing ~~implied~~its ~~fair~~selected ~~value~~publicly istraded ~~less~~companies ~~than~~analyses ~~their~~of ~~recorded~~Avanex ~~book~~and ~~value~~Bookham, ~~then~~Banc ~~the~~of ~~Company~~America ~~would~~Securities ~~record~~calculated animplied ~~impairment~~per ~~charge~~share equity reference ranges for ~~the~~Avanex ~~difference.~~and ~~These~~Bookham ~~charges~~by ~~have~~applying ~~been~~a ~~excluded~~range of selected multiples of calendar years 2008 and 2009 estimated revenue of 0.2x to 0.4x derived from the ~~calculation~~Avanex ofselected ~~non-GAAP~~companies ~~net~~and ~~income~~the ~~(loss)~~Bookham selected companies to corresponding data of Avanex and ~~non-GAAP~~ Bookham.

2As disclosed on pages 101 and 102 of the Joint Proxy Statement/Prospectus under the section “Selected Precedent Transactions Analysis,” Banc of America Securities performed, among other things, a selected precedent transactions analysis of Avanex in which Banc of America Securities reviewed, to the extent publicly available, financial information relating to 13 selected transactions referenced in the joint proxy statement/prospectus. These precedent transactions were selected because, among other factors, they involved acquired companies in the fiber optic communications industry, which is the industry in which Avanex operates. In performing its selected precedent transactions analysis of Avanex, Banc of America Securities calculated implied per share equity reference ranges for Avanex by applying a range of selected multiples of latest 12 months revenue of 0.4x to 0.9x and next 12 months estimated revenue of 0.3x to 0.8x derived from the selected transactions to Avanex’s calendar years 2008 and 2009 estimated revenue, respectively.

~~net~~As ~~income~~disclosed ~~(loss)~~on ~~per~~page ~~share~~104 ~~because~~of ~~such~~the ~~charges~~Joint doProxy Statement/Prospectus ~~not~~under ~~relate to~~ the ~~Company’s~~section ~~primary business~~“Miscellaneous,” ~~which~~Avanex ishas ~~the~~agreed ~~design,~~to ~~manufacture~~pay ~~and~~Banc ~~marketing~~ of ~~fiber~~ ~~optic-based~~America ~~products.~~Securities ~~Accordingly,~~for ~~the~~its ~~Company~~services ~~believes~~in ~~that~~connection ~~excluding~~with the ~~impairment~~merger ofan ~~goodwill~~aggregate ~~and~~fee ~~intangibles~~currently ~~provides~~estimated ~~greater~~to ~~transparency~~be ~~when~~approximately ~~reviewing the current operating performance of its overall business~~$2.25 ~~The~~million, ~~Company~~a ~~believes~~portion ~~that~~of itwhich iswas ~~useful~~payable toupon ~~investors~~the torendering ~~provide~~of ~~non-GAAP~~Banc ~~measures that are indicative~~ of ~~the~~America ~~Company~~Securities’s ~~core~~opinion ~~operating~~and ~~performance~~$1.75 ~~The~~million ~~Company~~of ~~also~~which ~~believes~~is ~~that~~contingent ~~excluding~~upon ~~these~~the ~~charges~~completion ~~from~~of ~~GAAP~~the ~~net income (loss) and GAAP net income (loss) per share provides investors with comparability with competitor’s operating results~~merger.

~~Due~~Additional ~~Diligence~~information ~~Expenses~~regarding ~~Related~~Companies toA ~~Abandoned~~through ~~Acquisition~~E Activity. The Company excludes expenses incurred in connection with contemplated, but subsequently abandoned acquisition activity to calculate non-GAAP net income (loss) and non-GAAP net income (loss) per share. From time to time, the Company incurs business, legal and financial diligence expenses with respect to contemplated, but subsequently abandoned merger activity. These expenses have been excluded from the calculation of non-GAAP net income (loss) and non-GAAP net income (loss) per share because management believes the exclusion of such expenses provides investors with historical comparability in its financial reporting as well as with competitor’s operating results. The Company also believes that it is useful to investors to provide non-GAAP measures that are indicative of the Company’s core operating performance. Accordingly, the Company believes that excluding expenses related to contemplated, but subsequently abandoned acquisition activity provides greater transparency when reviewing the current operating performance of its overall business.

~~Arbitration~~As ~~Expenses.~~disclosed ~~The~~on ~~Company~~pages ~~excludes~~74 ~~operating~~through ~~expenses~~83 ~~incurred~~of ~~in connection~~the ~~with~~Joint Proxy Statement/Prospectus, Avanex and its ~~arbitration~~representatives held discussions with 3Srepresentatives ~~Photonics~~of five public companies other than Bookham, referred to ~~calculate~~as ~~non-GAAP~~Companies ~~net~~A ~~income~~through ~~(loss)~~E, ~~and~~regarding ~~non-GAAP~~a ~~net~~potential ~~income~~combination ~~(loss)~~transaction ~~per~~with ~~share~~Avanex. ~~These~~Each ~~expenses~~of ~~have~~these ~~been~~companies ~~excluded~~was ~~from~~a ~~the~~potential strategic ~~calculation~~acquirer. The Avanex board of ~~non-GAAP~~directors ~~net~~based ~~income~~its ~~(loss)~~decision ~~and~~to ~~non-GAAP~~engage ~~net~~in ~~income~~discussions ~~(loss)~~with these parties on factors such as: these parties’ experience in the fiber optics communications industry; the potential strategic fit of Avanex ~~per~~with ~~share~~each ~~because~~of ~~management~~these ~~believes~~companies; the ~~exclusion~~impact of ~~such~~a ~~expenses~~potential ~~provides~~combination ~~investors~~transaction with ~~historical~~each ~~comparability~~of inthese ~~its~~companies ~~financial~~on ~~reporting~~the ascombined ~~well~~company’s market share, customer accounts, products and technology; the ability of these parties to issue publicly traded stock as ~~with~~consideration ~~competitor~~in a potential combination transaction, which would enable Avanex’s ~~operating~~stockholders ~~results~~to continue to have an equity interest in the combined company following a potential combination transaction; and the ability of these parties to complete a potential combination transaction.

~~There~~Additional ~~are~~information ~~limitations~~regarding ~~associated with using non-GAAP financial measures because~~ the ~~non-GAAP~~acquisition ~~financial~~committee measures are not prepared in accordance with generally accepted accounting principles, exclude certain items that may have a material impact upon our reported financial results and may be different from non-GAAP financial measures used by other companies. Management compensates for these limitations through its review of ~~operating~~the ~~results~~Avanex onboard ~~a GAAP basis each quarter and by providing GAAP net income (loss) and net income (loss) per share in its earnings release. The presentation~~ of ~~non-GAAP~~directors financial information is not meant to be considered in isolation or as a substitute for the directly comparable financial measures prepared in accordance with generally accepted accounting principles in the United States. The non-GAAP financial measures are meant to supplement, and be viewed in conjunction with, GAAP financial measures. Investors should review the information regarding non-GAAP financial measures provided in our press release.

~~Item~~As 2disclosed on page 72 of the Joint Proxy Statement/Prospectus, the acquisition committee of the Avanex board of directors was originally formed in 2006 and has assisted the Avanex board in its review of potential strategic transactions.06 During the period from September 2008 through January 2009 that is discussed in the Joint Proxy Statement/ Prospectus, the acquisition committee consisted of Greg Dougherty (original committee member), Susan Wang (original committee member) and Dennis Wolf (committee member since appointment to the Avanex board of directors in April 2008). ~~Material~~The ~~Impairments~~committee members were selected by the Avanex board of directors based on, among other things: experience and familiarity with the fiber optics communications industry, experience and familiarity with strategic transactions, and financial expertise.

On*** February 3, 2009, the Company concluded that it will be required to record an impairment charge to reduce the carrying value of the Company’s goodwill and intangible assets, largely as a result of the adverse impact of the current macroeconomic business environment on the Company’s operating results, a sustained decline in its market capitalization, changes in management, and a decline in its forecasted revenues for the remainder of fiscal 2009. The Company expects to record a material non-cash charge in the fiscal quarter ended December 31, 2008, of $9.6 million, consisting of $9.4 million of goodwill and $0.2 million of intangible assets.

~~Item~~Important ~~8.01.~~Additional ~~Other~~Information ~~Events~~and Where to Find It

~~The~~This ~~press~~communication ~~release~~is ~~furnished~~being ~~pursuant~~made in respect of the proposed business combination involving Bookham and Avanex. In connection with the proposed 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 ~~Item~~carefully 2read the Registration 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 transaction, including with respect to risks and uncertainties that could delay or prevent the completion of the proposed merger.02 Investors 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 ~~this~~Avanex ~~Form~~Investor 8Relations at (510) 897-K4188. ~~references~~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 ~~business~~transaction. ~~combination~~Information ~~involving~~regarding the ~~Company~~interests of these directors and executive officers in the proposed transaction is included in the joint proxy statement/prospectus described above. Additional information regarding the directors and executive officers of Bookham is also included in Bookham’s proxy statement for its 2008 Annual Meeting of Stockholders, ~~Inc~~which was filed with the SEC on September 18, 2008, and additional information regarding the directors and executive officers of Avanex is also included in Avanex’s proxy statement for its 2008 Annual Meeting of Stockholders, which was filed with the SEC on October 14, 2008.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press Release dated as of February 5, 2009

SIGNATURES

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

By:		/s/ MARK WEINSWIG
		Mark Weinswig Vice President, Finance and Treasurer and Interim Chief Financial Officer

Date: ~~February~~April 59, 2009

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press Release dated as of February 5, 2009

Filing Compare · AVANEX CORP