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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 
 FORM 10-K/A
 (Amendment No. 1)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 FOR THE FISCAL YEAR ENDED JULY 2, 2011
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number: 000-30684
 
 
 OCLARO, INC.
 (Exact Name of Registrant as Specified in Its Charter)
 Delaware
    
    20-1303994(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification No.)
 2560 Junction Avenue, San Jose, California, 95134  (Address of principal executive offices, zip code)
 (408) 383-1400  (Registrants telephone number, including area code)
  Title of each class
    
    Name of each exchange on which registeredCommon Stock, Par Value $0.01 Per Share
    
    NASDAQ Global Select Market
 None
 Yes o No þ
 Yes o No þ
 Yes þ No o
 Yes o No o
 þ
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 Yes o No þ
  DOCUMENTS INCORPORATED BY REFERENCE




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OCLARO, INC.
ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED JULY 2, 2011
TABLE OF CONTENTS
 PagePART IVItem 15. Exhibits, Financial Statement Schedules
    
    
    4Signatures
    
    
    5Exhibit 10.10Exhibit 10.11Exhibit 10.13Exhibit 10.14Exhibit 31.1Exhibit 31.2




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EXPLANATORY NOTE
    3




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PART IV
 
 Item 15. Exhibits, Financial Statement Schedules
   ExhibitNumber
    
    Description of Exhibit10.10(1)(2)
    
    Amendment Number Seven to Credit Agreement, dated as of
May 13, 2011, by and among Wells Fargo Capital Finance,
Inc., Oclaro, Inc., Oclaro Technology Ltd, Oclaro
Photonics, Inc. and Oclaro Technology, Inc.10.11(1)(2)
    
    Amended and Restated Credit Agreement, dated as of July
26, 2011, among Oclaro, Inc., Oclaro Technology Ltd,
Wells Fargo Capital Finance, Inc. and other lenders
party thereto.10.13(1)(2)
    
    Security Agreement (Domestic), dated as of July 26,
2011, among Oclaro, Inc., Oclaro Photonics, Inc., Oclaro
Technology, Inc., Oclaro (New Jersey), Inc., Oclaro
(North America), Inc., Mintera Corporation, Wells Fargo
Capital Finance, Inc. and other lenders party thereto.10.14(1)(2)
    
    Security Agreement (Foreign), dated as of July 26, 2011,
among Oclaro, Inc., Oclaro Technology Ltd., Bookham
International, Ltd., Bookham Nominees Ltd., Oclaro
(Canada), Inc., Oclaro Innovations LLP, Wells Fargo
Capital Finance, Inc. and other lenders party thereto.31.1 (2)
    
    Certification of Chief Executive Officer pursuant to
Rule 13a-14(a) and Rule 15d-14(a) of the Securities
Exchange Act, as amended31.2 (2)
    
    Certification of Chief Financial Officer pursuant to
Rule 13a-14(a) and Rule 15d-14(a) of the Securities
Exchange Act, as amended
 
 (1)
    
    Portions of this exhibit have been omitted pursuant to a request
for confidential treatment submitted to the Securities and
Exchange Commission.(2)
    
    Filed herewith.  4




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SIGNATURES
  OCLARO, INC.
(Registrant)January 27, 2012
    By:
    /s/  Alain CouderAlain CouderChairman of the Board and Chief Executive Officer  5