UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 610, 2018

LOGO

OCLARO, INC.

(Exact name of Registrant as specified in its charter)

Delaware		000-30684		20-1303994
(State or other jurisdiction of incorporation or organization)		(Commission file number)		(I.R.S. Employer Identification Number)

Delaware

(State or other jurisdiction

of incorporation or organization)

000-30684

(Commission

file number)

20-1303994

(I.R.S. Employer

Identification Number)

225 Charcot Avenue, San Jose, California 95131

(Address of principal executive offices, zip code)

(408) 383-1400

(Registrant’s telephone number, including area code)

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Item~~Introductory ~~8.01.~~Note ~~Other Events.~~

OnThis ~~December 6~~Current Report on Form 8-K is being filed in connection with the consummation of the transactions contemplated by that certain Agreement and Plan of Merger (the “Merger Agreement”) by and among Oclaro, ~~2018~~Inc. (“Oclaro”), Lumentum Holdings Inc. (“Lumentum”), ~~announced~~Prota ~~that~~Merger itSub, ~~has~~Inc. ~~obtained~~(“Merger ~~antitrust~~Sub”), ~~clearance~~and ~~from~~Prota Merger, LLC (“Merger Sub LLC”). Pursuant to the ~~People’s~~Merger ~~Republic~~Agreement, ~~of China’s~~on ~~State~~December 10, ~~Administration~~2018, ~~for~~Merger ~~Market~~Sub ~~Regulation~~merged with and into Oclaro (the “~~SAMR~~Merger”) inwith ~~connection~~Oclaro ~~with~~surviving ~~Lumentum’s~~the ~~previously~~Merger ~~announced~~(the ~~acquisition~~time of ~~Oclaro~~the Merger, ~~Inc.~~the (“~~Oclaro~~Effective Time”). The ~~acquisition~~events ~~remains~~described ~~subject~~in tothis ~~customary~~Current ~~closing~~Report ~~conditions~~on ~~and Lumentum~~Form ~~currently~~8-K ~~expects~~occurred ~~the~~in ~~acquisition~~connection towith ~~close~~the onconsummation orof ~~about~~the ~~December 10, 2018~~Merger.

OnItem ~~December 6,~~2.01. ~~2018,~~Completion ~~Lumentum issued a press release announcing the receipt~~ of ~~antitrust~~Acquisition ~~clearance~~or ~~from~~Disposition ~~the People’s Republic~~ of ~~China’s SAMR, a copy of which is attached as Exhibit 99~~Assets.~~1 to this Current Report on Form 8-K and is incorporated herein by reference.~~

~~Cautionary~~On ~~Note~~December 10, ~~Regarding~~2018, ~~Forward-Looking~~the ~~Statements~~Merger was completed. At the Effective Time, each outstanding share of Oclaro common stock, par value $0.01 per share, other than shares owned by Lumentum, Oclaro and their subsidiaries, was automatically converted into the right to receive the following consideration (collectively, the “Merger Consideration”), without interest:

~~The~~• ~~statement~~$5.60 in ~~this~~cash ~~Current Report on Form 8-K regarding~~ (the expected closing date of the Oclaro acquisition is a forward-looking statement within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. This forward-looking statement involves risks and uncertainties that could cause actual results to differ materially from that projected. For more information on this and other risks, please refer to the “~~Risk~~Cash ~~Factors~~Consideration” ~~section included in Lumentum’s Quarterly Report on Form 10-K for the fiscal year ended June 30, 2017 filed with the Securities and Exchange Commission (“SEC”~~); ~~on August 23, 2018,~~ and in the Form S-4 filed by Lumentum with the SEC on May 17, 2018, as amended on May 31, 2018, in connection with the Oclaro transaction and in the documents which are incorporated by reference therein. The forward-looking statement contained in this Current Report on Form 8-K is made as of the date hereof and Lumentum assumes no obligation to update such statement, except as required by applicable law.

No• ~~Offer~~0.0636 orof ~~Solicitation~~a validly issued, fully paid and nonassessable share of Lumentum common stock, par value $0.001 per share (the “Stock Consideration”) (such ratio, the “Exchange Ratio”).

~~This~~Each ~~Current~~Oclaro ~~Report~~restricted onstock unit ~~Form~~award ~~8-K~~(an is“Oclaro ~~for~~RSU”) ~~informational~~that ~~purposes~~did ~~only~~not ~~and~~become ~~not~~vested ~~intended~~at tothe ~~and~~Effective ~~does~~Time ~~not~~was ~~constitute~~converted aninto ~~offer~~a toLumentum ~~subscribe~~restricted ~~for,~~stock ~~buy~~unit oraward ~~sell,~~(a ~~the~~“Lumentum ~~solicitation~~RSU”) ofwith anthe ~~offer~~same toterms ~~subscribe~~and ~~for~~conditions, ~~buy~~including orvesting, ~~sell~~that orwere applicable anto ~~invitation~~such toOclaro ~~subscribe for~~RSU, ~~buy~~except orthat ~~sell~~the ~~any~~number ~~securities~~of orLumentum ~~the~~shares ~~solicitation~~subject ofto ~~any~~the ~~vote~~Lumentum orRSU ~~approval~~equals inthe ~~any~~product ~~jurisdiction~~of ~~pursuant~~(i) the tonumber orof inOclaro ~~connection~~shares ~~with~~subject ~~the~~to ~~proposed~~such ~~transaction~~Oclaro orRSU ~~otherwise,~~(with ~~nor~~any ~~shall~~performance ~~there~~milestones bedeemed ~~any~~achieved ~~sale,~~based ~~issuance~~on orthe maximum ~~transfer~~level of ~~securities~~achievement) inmultiplied ~~any jurisdiction~~by in(ii) the ~~contravention~~sum of ~~applicable~~(A) the ~~law.~~Exchange NoRatio ~~offer~~plus of(B) the ~~securities~~quotient ~~shall~~obtained beby ~~made~~dividing ~~except~~(x) the Cash Consideration by ~~means~~(y) of$43.189 a(Lumentum’s ~~prospectus~~average ~~meeting~~closing price for the ~~requirements~~10 oftrading days ~~Section~~ending on December 104, of2018, the ~~Securities~~third ~~Act~~trading day prior to the closing of ~~1933~~the Merger), asrounded ~~amended,~~down ~~and~~to ~~otherwise~~the innearest ~~accordance~~whole ~~with~~share ~~applicable law~~(the “Equity Award Exchange Ratio”).

~~Additional~~Each ~~Information~~Oclaro stock option (an “Oclaro Option”), whether vested or unvested, was converted into a Lumentum stock option (a “Lumentum Option”) with the same terms and ~~Where~~conditions, including vesting, that were applicable to ~~Find~~such ItOclaro Option, except that (i) the number of shares subject to the Lumentum Option equals the product of (A) the number of Oclaro shares subject to such Oclaro Option multiplied by (B) the Equity Award Exchange Ratio, rounded down to the nearest whole share and (ii) the exercise price of the Lumentum Option equals (A) the exercise price per share of the Oclaro Option divided by (B) the Equity Award Exchange Ratio, rounded up to the nearest whole cent. Notwithstanding the foregoing, any Oclaro Option that was held by an individual who was not an Oclaro employee as of immediately prior to the closing of the Merger was cancelled and converted into the right to receive the Merger Consideration for each net option share covered by such Oclaro Option, subject to applicable withholding taxes.

In ~~connection~~ ~~with~~addition, ~~the~~each ~~proposed~~Oclaro ~~transaction~~restricted ~~between~~stock ~~Lumentum~~award ~~and~~ (“Oclaro, ~~Lumentum~~Restricted ~~filed~~Stock aAward”) ~~registration~~and ~~statement~~Oclaro onRSU ~~Form~~that ~~S-4~~became ~~with~~vested ~~the~~as ~~SEC,~~of immediately ~~which~~prior ~~includes~~to athe ~~proxy~~Effective ~~statement~~Time of(including each Oclaro ~~that~~Restricted ~~also~~Stock ~~constitutes~~Award held by a ~~prospectus~~ ofnon-employee ~~Lumentum.~~director) ~~The~~was ~~registration~~converted ~~statement~~into ~~was~~the ~~declared~~right ~~effective~~to byreceive the ~~SEC~~Merger onConsideration ~~May 31,~~in ~~2018,~~respect ~~and~~of each Oclaro share ~~commenced~~underlying ~~mailing~~such ~~the~~award, ~~definitive~~subject ~~joint~~to ~~proxy~~applicable ~~statement/prospectus~~withholding totaxes. Each ~~stockholders~~Oclaro ofstock ~~Oclaro~~appreciation onright or(“Oclaro ~~about~~SAR”) ~~June 4,~~was ~~2018,~~cancelled and converted into the ~~special~~ ~~meeting~~right ofto receive a cash amount equal to the ~~stockholders~~product of (i) the number of Oclaro ~~was~~shares ~~held~~subject onto ~~July~~the Oclaro SAR multiplied by (ii) ~~10,~~the ~~2018,~~positive atdifference ~~which~~of (A) the ~~stockholders~~cash equivalent value of ~~Oclaro~~the ~~approved~~Merger Consideration less (B) the ~~acquisition~~strike price of the Oclaro bySAR, ~~Lumentum.~~subject to applicable withholding taxes.

~~LUMENTUM~~For ~~AND~~additional ~~OCLARO~~information ~~URGE~~regarding ~~INVESTORS~~the ~~AND~~consideration ~~SECURITY~~payable ~~HOLDERS~~to TOholders ~~READ~~of ~~THE~~Oclaro ~~DEFINITIVE~~securities, ~~PROXY~~see ~~STATEMENT/PROSPECTUS~~Item ~~AND~~3.03 ~~OTHER~~of ~~DOCUMENTS~~this ~~FILED~~Current ~~WITH~~Report ~~THE SEC CAREFULLY AND~~on INForm ~~THEIR~~8-K, ~~ENTIRETY~~which ~~BECAUSE~~is ~~THEY~~incorporated ~~WILL~~into ~~CONTAIN~~this ~~IMPORTANT~~Item ~~INFORMATION~~2.01 ~~ABOUT~~by ~~THE PROPOSED TRANSACTION~~reference.

~~Investors~~The ~~and~~foregoing ~~security~~description ~~holders may obtain these materials and other documents filed with the SEC free~~ of ~~charge at~~ the ~~SEC’s~~Merger ~~website,~~Agreement ~~www.sec.gov.~~and ~~Copies of documents filed with~~ the ~~SEC~~Merger bydoes ~~Lumentum~~not ~~(when~~purport ~~they~~to ~~become available) may~~ be complete ~~obtained~~and ~~free~~is ofqualified ~~charge~~in onits ~~Lumentum’s~~entirety ~~website at www.lumentum.com or~~ by ~~directing~~reference ~~a written request~~ to ~~Lumentum~~the ~~Holdings~~Merger ~~Inc.~~Agreement, ~~Investor~~a ~~Relations,~~copy ~~400~~of ~~North~~which ~~McCarthy~~is ~~Boulevard,~~filed ~~Milpitas,~~as CAExhibit ~~95035~~2.1 ~~Copies~~to ~~of documents filed with the SEC by~~ Oclaro ~~(when they become available) may be obtained free of charge on Oclaro~~’s ~~website~~Current atReport ~~www.oclaro.com~~on orForm by8-K ~~directing~~dated ~~a written request to Oclaro~~March 12, ~~Inc.~~2018 ~~Investor~~and ~~Relations,~~is ~~225~~incorporated into ~~Charcot~~this ~~Avenue,~~Item ~~San~~2.01 ~~Jose,~~by ~~CA 95131~~reference.

Item 93.01. ~~Financial~~Notice ~~Statements~~of ~~and~~Delisting ~~Exhibits~~or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

In connection with the completion of the Merger on December 10, 2018, Oclaro notified the Nasdaq Global Select Market (“NASDAQ”) of the effectiveness of the Merger and requested (i) that trading of Oclaro common stock on NASDAQ be suspended after the close of trading on December 10, 2018 and (ii) that NASDAQ file with the Securities Exchange Commission (“SEC”) an application on Form 25 to delist and deregister Oclaro common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Oclaro also intends to file a certification on Form 15 with the SEC requesting the termination of registration of Oclaro common stock with the SEC under Section 12(g) of the Exchange Act and its reporting obligations under Sections 13 and 15(d) ~~Exhibits~~of the Exchange Act.

Exhibit No.		Description
99.1		Press release of Lumentum Holdings Inc., dated December 6, 2018.

Item 3.03. Material Modification to Rights of Security Holders.

~~SIGNATURE~~The information in Item 2.01 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.

~~Pursuant~~At to the ~~requirements~~Effective Time, each holder of ~~the~~Oclaro ~~Securities~~common ~~Exchange~~stock ~~Act~~issued ofand ~~1934,~~outstanding immediately prior to the ~~registrant~~Effective ~~has~~Time ceased ~~duly~~to ~~caused~~have ~~this~~any ~~report~~rights toas bea ~~signed~~stockholder onof ~~its~~Oclaro ~~behalf~~other by than the ~~undersigned~~right ~~hereunto~~to ~~duly~~receive ~~authorized~~the Merger Consideration into which such Oclaro common stock has been converted.

Item 5.01. Changes in Control of Registrant.

The information in Items 2.01 and 3.03 of this Current Report on Form 8-K is incorporated into this Item 5.01 by reference.

At the Effective Time on December 10, 2018, a change in control of Oclaro occurred and the surviving corporation became a wholly owned subsidiary of Lumentum. The aggregate amount paid by Lumentum to former Oclaro stockholders in connection with the Merger was approximately $1.0 billion in cash and approximately 12.1 million shares of Lumentum common stock, which had a value of approximately $500 million based on the closing price of shares of Lumentum common stock on NASDAQ on December 7, 2018.

Lumentum funded the Merger Consideration by a combination of $500 million in Lumentum common stock, $500 million in new debt, and the remaining amount from the cash balances of the combined company.

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

Pursuant to the terms of the Merger Agreement, as of the Effective Time on December 10, 2018, the directors and officers of Oclaro ceased serving in such capacities and the directors and officers of Merger Sub immediately prior to the Effective Time became the directors and officers, respectively, of Oclaro, as the surviving corporation in the Merger.

Additionally, pursuant to the terms of the Merger Agreement, Lumentum has appointed Ian Small to serve as a member of the Lumentum board of directors effective as of immediately after the Effective Time to serve until the next annual meeting of Lumentum’s shareholders in accordance with Lumentum’s certificate of incorporation and bylaws.

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

Pursuant to the terms of the Merger Agreement, as of the Effective Time on December 10, 2018, the certificate of incorporation and bylaws of Oclaro were amended and restated to read in their entirety as set forth in Exhibits 3.1 and 3.2 hereto, respectively, which are incorporated into this Item 5.03 by reference.

Item 9.01. Financial Statements and Exhibits

(d)

Exhibits


Exhibit No.		Description

2.1		Agreement and Plan of Merger, dated March 11, 2018, by and among Oclaro, Inc., Lumentum Holdings Inc., Prota Merger Sub, Inc. and Prota Merger, LLC (incorporated by reference to the exhibit with the corresponding exhibit number in Oclaro’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 12, 2018).

3.1		Amended and Restated Certificate of Incorporation of Oclaro, Inc.

3.2		Bylaws of Oclaro, Inc.

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.

OCLARO, INC.

Date: December 6, 2018

/s/ Michael Fernicola

Michael Fernicola

Chief Accounting Officer

Filing Compare · OCLARO, INC.