UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

FORM 8-K

~~CURRENT REPORT~~ ____________________

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

~~of the Securities Exchange Act of 1934~~ ____________________

Date of Report (Date of earliest event reported): ~~July~~August 1013, 2018

____________________

OCLARO, INC.

(Exact name of Registrant as specified in its charter)

Delaware		000-30684		20-1303994
(State or other jurisdictionof incorporation or organization)		(Commissionfile number)		(I.R.S. EmployerIdentification Number)

____________________

225 Charcot Avenue, San Jose, California 95131



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)

~~(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):

☐ 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))

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 ☐ o

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. ☐ o

Item 52.~~07.~~02 ~~Submission~~Results of ~~Matters~~Operations toand aFinancial ~~Vote of Security Holders.~~Condition

On ~~July~~August 1013, 2018, Oclaro, Inc. (“Oclaro” or the “Company”) ~~convened~~issued a ~~Special~~press ~~Meeting~~release ofannouncing ~~Stockholders~~its (operating and financial results for the ~~“Special~~quarter ~~Meeting”).~~ended OnJune ~~May 15~~30, 2018,. The ~~the~~press ~~record~~release ~~date~~contains ~~for~~forward-looking statements regarding the ~~Special~~Company ~~Meeting,~~and ~~there~~includes ~~were~~cautionary ~~170,656,367~~statements ~~shares~~identifying offactors ~~Oclaro~~that ~~common~~could ~~stock~~cause ~~issued~~actual ~~and~~results ~~outstanding~~to differ materially from those anticipated. ~~A quorum~~The ~~was~~full ~~present~~text atof the ~~Special~~Company’s ~~Meeting~~press release is attached hereto as Exhibit 99.1. AtOn August 13, 2018, the ~~Special~~Company ~~Meeting,~~also ~~Oclaro’s~~posted ~~stockholders~~a ~~voted~~related investor presentation on its website, www.oclaro.com. The investor presentation issued in connection with the ~~following~~announcement ~~proposals:~~of results is furnished as Exhibit 99.2 to this Current Report on Form 8-K.

1.The ~~Merger~~information ~~Proposal~~in Item 2.02 Aof ~~proposal~~this ~~(the~~Current ~~“Merger~~Report ~~Proposal”)~~on toForm ~~adopt~~8-K, ~~the~~including ~~Agreement~~Exhibits 99.1 and ~~Plan of Merger~~99.2, ~~dated~~is asfurnished ofpursuant ~~March~~to ~~11,~~Item 2.02 ~~2018,~~and ~~among~~shall ~~Lumentum~~not ~~Holdings~~be ~~Inc.~~deemed (“~~Lumentum~~filed”), ~~Oclaro,~~for ~~Prota~~the ~~Merger~~purposes ~~Sub,~~of ~~Inc.~~Section 18 ~~(“Merger~~of ~~Sub”),~~the ~~and~~Securities ~~Prota~~Exchange ~~Merger,~~Act ~~LLC~~of ~~(“Merger Sub LLC”)~~1934, as ~~it may be~~ amended, ~~from~~or ~~time~~otherwise subject to ~~time (~~the ~~“Merger~~liabilities ~~Agreement”),~~under ~~which~~that ~~provides~~Section. ~~for~~Furthermore, the ~~acquisition~~information ofin ~~Oclaro~~this ~~through~~Current ~~(1)~~Report aon ~~merger~~Form of8-K, ~~Merger~~including ~~Sub~~the ~~with~~exhibits, ~~and~~shall ~~into~~not ~~Oclaro~~be ~~(the~~deemed ~~“First~~to ~~Step~~be ~~Merger”)~~incorporated ~~with~~by ~~Oclaro~~reference ~~surviving~~into the ~~First~~filings ~~Step~~of ~~Merger,~~the ~~and~~Company ~~(2),~~under ~~as soon as reasonably practicable following~~ the ~~First~~Securities ~~Step~~Act ~~Merger, a merger~~ of ~~Oclaro~~1933, ~~with~~as ~~and~~amended, ~~into~~or ~~Merger Sub LLC (~~the ~~“Second~~Securities ~~Step~~Exchange ~~Merger,”~~Act ~~and,~~of ~~together with the First Step Merger~~1934, ~~the~~as ~~“Merger”)~~amended, ~~with~~except ~~Merger~~as ~~Sub~~expressly ~~LLC~~set ~~surviving~~forth asby aspecific ~~direct~~reference ~~wholly~~in ~~owned~~such ~~subsidiary~~a ~~of Lumentum~~filing.

2.Item ~~Non-Binding, Advisory Approval of Compensation Payments~~9.01 AFinancial ~~proposal~~Statements ~~(the~~and ~~“Compensation Proposal”) to approve, on a non-binding, advisory basis, the compensation payments that will or may be made to Oclaro’s named executive officers in connection with the Merger~~Exhibits.

3. Adjournment of the Special Meeting. A proposal (the “Adjournment Proposal”) to approve the adjournment of the Special Meeting, from time to time, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting to approve the Merger Proposal.

The following actions were taken by Oclaro’s stockholders with respect to each of the foregoing proposals presented for a vote at the Special Meeting:

Proposal 1. Oclaro’s stockholders approved the Merger Proposal. The table below sets forth the voting results.

	Shares Voted		% of Shares Outstandingas of the Record Date
For		112,007,055		65.63	%
Against		4,385,200		2.56	%
Abstentions		77,172		0.04	%

Proposal 2. Oclaro’s stockholders approved, on a non-binding advisory basis, the Compensation Proposal. The table below sets forth the voting results.

	Shares Voted		% of Shares Voting on theMatter
For		108,701,200		93.84	%
Against		7,127,394		6.15	%
Abstentions		640,833		—

Proposal 3. Oclaro’s stockholders approved the Adjournment Proposal. The table below sets forth the voting results.

	Shares Voted		% of Shares Voting on theMatter
For		103,288,508		89.13	%
Against		12,594,925		10.86	%
Abstentions		585,994		—

Adjournment of the Special Meeting was not necessary or appropriate because there were sufficient votes at the time of the Special Meeting to adopt the Merger Agreement.

Item 8.01. Other Events.

On July 10, 2018, Oclaro issued a press release announcing the results of the Special Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Exhibit Description
99.1		Press Release, dated July 10, 2018

Exhibit No. Description

99.1 Press release issued by the Company on August 13, 2018.

99.2 Investor presentation issued by the Company on August 13, 2018.

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.		~~OCLARO, INC.~~
Date: July 10, 2018			By:	/s/ David L. Teichmann
Date: August 13, 2018	By:	/s/ David L. Teichmann
		David L. Teichmann		~~David L. Teichmann~~
		Executive Vice President, General Counsel and Corporate Secretary		~~Executive Vice President, General Counsel and Corporate Secretary~~

EXHIBIT LIST

Exhibit No. Description

99.1 Press release issued by the Company on August 13, 2018.

99.2 Investor presentation issued by the Company on August 13, 2018.

Filing Compare · OCLARO, INC.