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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 Form 10-K
 (Mark One)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended: June 28, 2008
 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
 Bookham, 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.)2584 Junction Avenue 
San Jose, California
    
    95134(Zip Code)(Address of Principal Executive Offices)
 Registrants telephone number, including area code:
408-383-1400
Securities registered pursuant to Section 12(b) of the Act:
 Title of each class:
    
    Name of each exchange on which registered:Common stock, par value $0.01 per share
    
    NASDAQ Global Market
 Securities registered pursuant to Section 12(g) of the Act:
None
 o þ
 o þ
 þ 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)
 o þ
  DOCUMENTS INCORPORATED BY REFERENCE




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##### 



ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED JUNE 28, 2008
TABLE OF CONTENTS
 PART IItem 1. Business
    
    
    3Item 1A. Risk Factors
    
    
    11Item 1B. Unresolved Staff Comments
    
    
    21Item 2 Properties
    
    
    21Item 3 Legal Proceedings
    
    
    21Item 4. Submission of Matters to a Vote of Security Holders
    
    
    23PART IIItem 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
    
    
    24Item 6. Selected Financial Data
    
    
    25Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    26Item 7A. Quantitative and Qualitative Disclosures About Market Risk
    
    
    41Item 8. Financial Statements and Supplementary Data
    
    
    43Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    43Item 9A. Controls and Procedures
    
    
    43Item 9B. Other Information
    
    
    44PART IIIItem 10. Directors, Executive Officers and Corporate Governance
    
    
    44Item 11. Executive Compensation
    
    
    44Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    44Item 13. Certain Relationships and Related Transactions, and Director Independence
    
    
    45Item 14. Principal Accountant Fees and Services
    
    
    45PART IVItem 15. Exhibits and Financial Statement Schedules
    
    
    45EXHIBIT 21.1EXHIBIT 23.1EXHIBIT 23.2EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2
  2




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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
  
 PART I
 
 Item 1. Business
     3




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Industry Background
   4




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Our Strategy
  
    
    Leveraging broad product portfolio and technology expertise.We
believe that our broad product portfolio positions us to increase our
penetration of existing customers and gives us a competitive advantage
in winning new customers. In addition, we intend to continue to apply
our optical component technologies to opportunities in other,
non-telecommunications markets, including material processing,
inspection and instrumentation, and research and development, where we
believe the use of those technologies is expanding.
    
    Providing more comprehensive and technologically advanced
solutions.We intend to continue to invest in innovative component
level technologies that we believe will allow us to be a market leader
in terms of quality, price and performance. We also plan to leverage
our component level technologies into a series of components, modules
and subsystems, enabling us to meet our customers growing demand for
complete solutions.
    
    Continuing to improve cost structure.We intend to continue to focus
on managing our variable costs through yield improvements, labor
productivity gains, component substitutions and aggressive supply
chain management, including the sourcing of certain internal
manufacturing and other operations to our lower cost Shenzhen facility
when appropriate.
    
    Selectively pursuing acquisitions.As we have done in the past, we
will continue to consider the use of acquisitions as a means to
enhance our scale, obtain critical technologies and enter new markets.
 Our Product Offerings
    5




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
    
    Transmitters.Our transmitter product lines include products with
fixed and tunable wavelength designed for both long-haul and metro
applications at 2.5 Gb/s and 10 Gb/s. This product line includes
lasers that are either directly or externally modulated depending on
the application.
    
    Transceivers.Our small form factor pluggable transceiver portfolio
includes SFP products operating at 2.5 Gb/s and XFP products operating
at 10 Gb/s.
    
    Transponder modules.Our transponder modules provide both transmitter
and receiver functions. A transponder includes electrical circuitry to
control the laser diode and modulation function of the transmitter as
well as the receiver electronics.
    
    Tunable lasers and transmitter modules.Our tunable laser products
include discrete lasers and co-packaged laser modulators to optimize
performance and reduce the size of the product. Our tunable products
includes an InP tunable laser chip, a 10Gb/s iTLA tunable laser, a
10Gb/s iTTA transmitter module, and a SFF tunable transponder. We also
supply our tunable components into our customers 40Gb/s products, and
are developing technology to deliver wide band electronic tunability
into our own products at data rates of 40Gb/s and beyond.
    
    Receivers.Our portfolio of discrete receivers for metro and
long-haul applications at 2.5 Gb/s and 10 Gb/s includes avalanche
photodiode, or APD, preamp receivers, as well as photodiode, or PIN,
preamp receivers, and PIN and APD modules and products that feature
integrated attenuators.
    
    Amplifiers.Erbium doped fiber amplifiers, or EDFAs, are used to
boost the brightness of optical signals and offer compact
amplification for ultra long-haul, long-haul and metro networks. We
offer a semi-custom product portfolio of multi-wavelength amplifiers
from gain blocks to full card level or subsystem solutions designed
for use in wide bandwidth wave division multiplexing, or WDM, optical
transmission systems. We also offer lower cost narrow band
mini-amplifiers.
    
    Pump laser chips.Our 980 nanometer pump laser diodes are designed
for use as high-power, reliable pump sources for EDFAs in terrestrial
and undersea, or submarine, applications. Uncooled modules are
designed for low-cost, reliable amplification for metro, cross-connect
or other single/multi channel amplification applications, and
submarine applications.
    
    Thin Film Filters.Our thin film filter, or TFF, products are used
for multiplexing and demultiplexing optical signals within dense WDM
transmission systems. In addition to this, TFF products are used to
attenuate and control light within our amplifier product range.
   
    
    Photonics and Microwave Products. In the area of photonics and microwave solutions,
we sell two primary product families to diversified markets such as research
institutions and semiconductor capital equipment manufacturers as follows:
 
    
    Advanced photonic tools principally used for generating, measuring, moving,
manipulating, modulating and detecting optical signals.
    
    Tunable lasers for test and measurement applications.
 
    
    High Powered Laser Products.We currently market our advanced pump laser technology
for material processing and printing applications.
    
    Thin Film Filter Products. We deploy our optical TFF technology to markets outside
of telecommunications, with applications available in the life sciences, biotechnology
and consumer display industries.
    
    VCSEL Products. We sell low power polarized products for mouse and datacom
applications.
 Customers, Sales and Marketing
  6




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Years EndedJune 28,
    
    
    June 30,
    
    
    July 1,2008
    
    
    2007
    
    
    2006(In millions)Revenues:Telecom
    
    $
    176.9
    
    
    $
    153.8
    
    
    $
    206.0Non-telecom
    
    
    58.6
    
    
    
    49.0
    
    
    
    25.6Consolidated revenues
    
    $
    235.5
    
    
    $
    202.8
    
    
    $
    231.6
    www.newfocus.com
       7




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Years EndedJune 28,
    
    
    June 30,
    
    
    July 1,2008
    
    
    2007
    
    
    2006(In millions)United States
    
    $
    59.5
    
    
    $
    46.0
    
    
    $
    47.8Canada
    
    
    39.1
    
    
    
    56.1
    
    
    
    107.4China
    
    
    59.1
    
    
    
    37.7
    
    
    
    27.8Europe
    
    
    47.6
    
    
    
    34.4
    
    
    
    28.8Asia other than China
    
    
    22.4
    
    
    
    25.2
    
    
    
    15.6Rest of the World
    
    
    7.8
    
    
    
    3.4
    
    
    
    4.2Total revenues
    
    $
    235.5
    
    
    $
    202.8
    
    
    $
    231.6
  Intellectual Property
    Bookham,
Inc. v. JDS Uniphase Corp. and Agility Communications, Inc.
  8




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##### Table of Contents



Research and Development
    Manufacturing
   Long-Lived Tangible Assets
  June 28,
    
    
    June 30,2008
    
    
    2007(In millions)China
    
    $
    20.5
    
    
    $
    18.5United Kingdom
    
    
    6.3
    
    
    
    9.7Europe other than United Kingdom
    
    
    4.1
    
    
    
    3.9United States
    
    
    1.8
    
    
    
    1.3Canada
    
    
    0.3
    
    
    
    0.3Total long-lived assets
    
    $
    33.0
    
    
    $
    33.7
 9




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Total Assets
 June 28,
    
    
    June 30,2008
    
    
    2007(In millions)United States
    
    $
    65.2
    
    
    $
    21.0United Kingdom
    
    
    61.3
    
    
    
    58.8China
    
    
    56.3
    
    
    
    69.6Europe other United Kingdom
    
    
    28.5
    
    
    
    52.7Canada
    
    
    0.8
    
    
    
    2.4Total assets
    
    $
    212.1
    
    
    $
    204.5
 Competition
  
    
    product quality, performance and price;
    
    on-going product evolution;
    
    manufacturing capabilities; and
    
    customer service and support.
    
    
    broad-based merchant suppliers of components, principally JDS Uniphase
Corporation, Avanex Inc., Opnext, Inc., Optium Corporation (which has
recently announced a pending merger with Finisar) and
    
    vertically integrated equipment manufacturers, such as Fujitsu and Sumitomo.
  Employees
  10




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Item 1A. Risk Factors
 Investing in our securities involves a high degree of risk. You should carefully consider the
risks and uncertainties described below in addition to the other information included or
incorporated by reference in this Annual Report on Form 10-K . If any of the following risks
actually occurs, our business, financial condition or results of operations would likely suffer. In
that case, the trading price of our common stock could decrease.
 Risks Related to Our Business
 We have a history of large operating losses and we may not be able to achieve profitability in the
future.
   We may not be able to maintain positive gross margins.
  Our success will depend on our ability to anticipate and respond to evolving technologies and
customer requirements.
  The market for optical components continues to be characterized by excess capacity and intense
price competition which has had, and will continue to have, a material adverse effect on our
results of operations.
  11




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We depend on a limited number of customers for a significant percentage of our revenues.
  We and our telecom customers depend upon a limited number of major telecommunications carriers.
  We typically do not enter into long-term contracts with our customers and our customers may
decrease, cancel or delay their buying levels at any time with little or no advance notice to us.
  As a result of our global operations, our business is subject to currency fluctuations that have
adversely affected our results of operations in recent quarters and may continue to do so in the
future.
   We are increasing manufacturing operations in China, which exposes us to risks inherent in doing
business in China.
  
    
    qualify our manufacturing lines and the products we produce in Shenzhen, as required by our customers;
    
    attract qualified personnel to operate our Shenzhen facility; and
    
    retain employees at our Shenzhen facility.
   12




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Fluctuations in operating results could adversely affect the market price of our common stock.
   We may incur additional significant restructuring charges that will adversely affect our results of
operations.
    13




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Our results of operations may suffer if we do not effectively manage our inventory, and we may
incur inventory-related charges.
  Bookham Technology plc may not be able to utilize tax losses and other tax attributes against the
receivables that arise as a result of its transaction with Deutsche Bank.
  Our products are complex and may take longer to develop than anticipated and we may not recognize
revenues from new products until after long field testing and customer acceptance periods.
  If our customers do not qualify our manufacturing lines or the manufacturing lines of our
subcontractors for volume shipments, our operating results could suffer.
  14




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Delays, disruptions or quality control problems in manufacturing could result in delays in product
shipments to customers and could adversely affect our business.
  We may experience low manufacturing yields.
  We
depend on a limited number of suppliers who could disrupt our business if they stopped, decreased
or delayed shipments.
  Our intellectual property rights may not be adequately protected.
   Our products may infringe the intellectual property rights of others which could result in
expensive litigation or require us to obtain a license to use the technology from third parties, or
we may be prohibited from selling certain products in the future.
  15




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Bookham,
Inc. v. JDS Uniphase Corp. and Agility Communications, Inc.
   If we fail to obtain the right to use the intellectual property rights of others necessary to
operate our business, our ability to succeed will be adversely affected.
  The markets in which we operate are highly competitive, which could result in lost sales and lower
revenues.
  
    
    respond to new technologies or technical standards;
    
    react to changing customer requirements and expectations;
    
    devote needed resources to the development, production, promotion and sale of products; and
    
    deliver competitive products at lower prices.
  16




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We generate a significant portion of our revenues internationally and therefore are subject to
additional risks associated with the extent of our international operations.
  
    
    currency fluctuations, which could result in increased operating expenses and reduced revenues;
    
    greater difficulty in accounts receivable collection and longer collection periods;
    
    difficulty in enforcing or adequately protecting our intellectual property;
    
    foreign taxes;
    
    political, legal and economic instability in foreign markets; and
    
    foreign regulations.
  Our business will be adversely affected if we cannot manage the significant changes in the number
of our employees and the size of our operations.
  We may be faced with product liability claims.
  If we fail to attract and retain key personnel, our business could suffer.
   17




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Our business and future operating results may be adversely affected by events outside of our
control.
  We may not be able to raise capital when desired on favorable terms, or at all, or without dilution
to our stockholders.
    Risks Related to Regulatory Compliance and Litigation
 Our business involves the use of hazardous materials, and we are subject to environmental and
import/export laws and regulations that may expose us to liability and increase our costs.
   Litigation regarding Bookham Technology plcs and New Focus initial public offering and follow-on
offering and any other litigation in which we become involved, including as a result of
acquisitions or the arrangements we have with suppliers and customers, may substantially increase
our costs and harm our business.
  18




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19




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Some anti-takeover provisions contained in our charter and under Delaware laws could hinder a
takeover attempt.
   Risks Related to Our Common Stock
 A variety of factors could cause the trading price of our common stock to be volatile or decline.
  
    
    fluctuations in our results of operations;
    
    changes in our business, operations or prospects;
    
    hiring or departure of key personnel;
    
    new contractual relationships with key suppliers or customers by us or our competitors;
    
    proposed acquisitions by us or our competitors;
    
    financial results that fail to meet public market analysts expectations and changes in
stock market analysts recommendations regarding us, other optical technology companies or
the telecommunication industry in general;
    
    future sales of common stock, or securities convertible into or exercisable for common stock;
    
    adverse judgments or settlements obligating us to pay damages;
    
    acts of war, terrorism, or natural disasters;
    
    industry, domestic and international market and economic conditions;
    
    low trading volume in our stock;
    
    developments relating to patents or property rights; and
    
    government regulatory changes.
  We may incur significant costs from class action litigation due to our expected stock volatility.
  20




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Because we do not intend to pay dividends, stockholders will benefit from an investment in our
common stock only if it appreciates in value.
  We can issue shares of preferred stock that may adversely affect your rights as a stockholder of
our common stock.
  
    
    adversely affect the voting power of the holders of our common stock;
    
    make it more difficult for a third party to gain control of us;
    
    discourage bids for our common stock at a premium;
    
    limit or eliminate any payments that the holders of our common stock could expect to receive upon our liquidation; or
    
    otherwise adversely affect the market price of our common stock.
  
 Item 1B. Unresolved Staff Comments
  
 Item 2. Properties
   
 Item 3. Legal Proceedings
  21




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22




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Bookham, Inc. v.
JDS Uniphase Corp. and Agility Communications, Inc.
  
 Item 4. Submission of Matters to a Vote of Security Holders
  23




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PART II
 
 Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
 Market Information and Holders
  Per Share ofCommon StockHigh
    
    LowQuarter endedSeptember 30, 2006
    
    $
    4.17
    
    
    $
    2.29December 30, 2006
    
    $
    4.33
    
    
    $
    2.96March 31, 2007
    
    $
    4.15
    
    
    $
    2.08June 30, 2007
    
    $
    2.60
    
    
    $
    1.96September 29, 2007
    
    $
    3.05
    
    
    $
    2.22December 29, 2007
    
    $
    3.39
    
    
    $
    2.22March 29, 2008
    
    $
    2.63
    
    
    $
    1.13June 28, 2008
    
    $
    2.28
    
    
    $
    1.31September 27, 2008 (through August 25, 2008)
    
    $
    2.09
    
    
    $
    1.22
  Dividends
  24




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Comparison of Stockholder Return
  COMPARISON OF 66 MONTH CUMULATIVE TOTAL RETURN*
 
 
 
 12/31/02
    
    
    12/31/03
    
    
    7/3/04
    
    
    7/2/05
    
    
    7/1/06
    
    
    6/30/07
    
    
    6/30/08Bookham, Inc.
    
    
    100.00
    
    
    
    250.00
    
    
    
    90.00
    
    
    
    31.40
    
    
    
    33.60
    
    
    
    22.50
    
    
    
    16.90NASDAQ Composite
    
    
    100.00
    
    
    
    149.60
    
    
    
    154.48
    
    
    
    155.98
    
    
    
    168.58
    
    
    
    203.56
    
    
    
    179.75NASDAQ Telecommunications
    
    
    100.00
    
    
    
    167.85
    
    
    
    210.41
    
    
    
    217.35
    
    
    
    230.95
    
    
    
    315.12
    
    
    
    238.45
 
 Item 6. Selected Financial Data
  25




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Consolidated Statements of Operations Data
 Twelve monthsYear Ended
    
    endedJune 28, 2008
    
    June 30, 2007
    
    July 1, 2006
    
    July 2, 2005
    
    July 3, 2004(In thousands, except per share data)Net revenues
    
    $
    235,491
    
    
    $
    202,814
    
    
    $
    231,649
    
    
    $
    200,256
    
    
    $
    158,198Operating loss
    
    $
    (30,267
    )
    
    $
    (79,857
    )
    
    $
    (77,364
    )
    
    $
    (243,987
    )
    
    $
    (127,197
    )Net loss
    
    $
    (23,440
    )
    
    $
    (82,175
    )
    
    $
    (87,497
    )
    
    $
    (247,972
    )
    
    $
    (125,078
    )Net loss per share (basic and diluted)
    
    $
    (0.25
    )
    
    $
    (1.17
    )
    
    $
    (1.87
    )
    
    $
    (7.43
    )
    
    $
    (5.17
    )Weighted average of shares of common
stock outstanding (basic and diluted)
    
    
    93,099
    
    
    
    70,336
    
    
    
    46,679
    
    
    
    33,379
    
    
    
    24,243
 Consolidated Balance Sheet Data
 June 28, 2008
    
    June 30, 2007
    
    July 1, 2006
    
    July 2, 2005
    
    July 3, 2004(In thousands)Total assets
    
    $
    212,090
    
    
    $
    204,526
    
    
    $
    236,797
    
    
    $
    238,578
    
    
    $
    468,025Total stockholders equity
    
    $
    149,062
    
    
    $
    120,967
    
    
    $
    135,141
    
    
    $
    91,068
    
    
    $
    330,590Long-term obligations
    
    $
    1,336
    
    
    $
    1,908
    
    
    $
    5,337
    
    
    $
    76,925
    
    
    $
    64,507
 
 Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
  Overview
    26




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Recent Accounting Pronouncements
       27




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Application of Critical Accounting Policies
   
    
    the nature of the estimate or assumption is material due to the level
of subjectivity and judgment necessary to account for highly uncertain
matters or the susceptibility of such matters to change; and
    
    the impact of such estimates and assumptions on our financial
condition or operating performance is material.
  Revenue Recognition and Sales Returns
  28




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Inventory Valuation
  Accounting for Acquisitions and Goodwill
  Impairment of Goodwill and Other Intangible Assets
   Accounting for Share-Based Payments
  29




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Results of Operations
 Revenues
 Year Ended%
    
    
    
    
    
    
    
    
    
    %June 28, 2008
    
    June 30, 2007
    
    Change
    
    June 30, 2007
    
    July 1, 2006
    
    Change($ Millions)Net revenues
    
    $
    235.5
    
    
    $
    202.8
    
    
    
    16
    %
    
    $
    202.8
    
    
    $
    231.6
    
    
    
    (12
    %)
 Year ended June 28, 2008 versus year ended June 30, 2007
  Year ended June 30, 2007 versus year ended July 1, 2006
   30




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Cost of Revenues
 Year Ended%
    
    
    
    
    
    
    
    
    
    %June 28, 2008
    
    June 30, 2007
    
    Change
    
    June 30, 2007
    
    July 1, 2006
    
    Change($ Millions)Cost of revenues
    
    $
    182.5
    
    
    $
    173.5
    
    
    
    5
    %
    
    $
    173.5
    
    
    $
    190.1
    
    
    
    (9
    %)As a percentage of net revenues
    
    
    78
    %
    
    
    86
    %
    
    
    
    
    
    
    86
    %
    
    
    82
    %
  Year ended June 28, 2008 versus year ended June 30, 2007
  Year ended June 30, 2007 versus year ended July 1, 2006
  Gross Margin
 Year Ended%
    
    
    
    
    
    
    
    
    
    %June 28, 2008
    
    June 30, 2007
    
    Change
    
    June 30, 2007
    
    July 1, 2006
    
    Change($ Millions)Gross profit
    
    $
    53.0
    
    
    $
    29.3
    
    
    
    81
    %
    
    $
    29.3
    
    
    $
    41.6
    
    
    
    (29
    %)Gross margin rate
    
    
    22
    %
    
    
    14
    %
    
    
    
    
    
    
    14
    %
    
    
    18
    %
  Year ended June 28, 2008 versus year ended June 30, 2007
  Year ended June 30, 2007 versus year ended July 1, 2006
  31




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##### Table of Contents



Operating Expenses
 Research and Development Expenses
 Year Ended%
    
    
    
    
    
    
    
    
    
    %June 28, 2008
    
    June 30, 2007
    
    Change
    
    June 30, 2007
    
    July 1, 2006
    
    Change($ Millions)Research and development expenses
    
    $
    32.6
    
    
    $
    43.0
    
    
    
    (24
    %)
    
    $
    43.0
    
    
    $
    42.6
    
    
    
    1
    %As a percentage of net revenues
    
    
    14
    %
    
    
    21
    %
    
    
    
    
    
    
    21
    %
    
    
    18
    %
  Year ended June 28, 2008 versus year ended June 30, 2007
  Year ended June 30, 2007 versus year ended July 1, 2006
  Selling, General and Administrative Expenses
 Year Ended%
    
    
    
    
    
    
    
    
    
    %June 28, 2008
    
    June 30, 2007
    
    Change
    
    June 30, 2007
    
    July 1, 2006
    
    Change($ Millions)Selling, general and administrative expenses
    
    $
    47.9
    
    
    $
    47.8
    
    
    
    0
    %
    
    $
    47.8
    
    
    $
    52.2
    
    
    
    (8
    %)As a percentage of net revenues
    
    
    20
    %
    
    
    24
    %
    
    
    
    
    
    
    24
    %
    
    
    23
    %
  Year ended June 28, 2008 versus year ended June 30, 2007
  32




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##### Table of Contents



Year ended June 30, 2007 versus year ended July 1, 2006
  Amortization of Intangible Assets
 Year Ended%
    
    
    
    
    
    %June 28, 2008
    
    June 30, 2007
    
    Change
    
    June 30, 2007
    
    July 1, 2006
    
    Change($ Millions)Amortization of intangible assets
    
    $
    4.6
    
    
    $
    8.9
    
    
    
    (48
    %)
    
    $
    8.9
    
    
    $
    10.0
    
    
    
    (11
    %)As a percentage of net revenues
    
    
    2
    %
    
    
    4
    %
    
    
    
    
    
    
    4
    %
    
    
    4
    %
  Restructuring and Severance Charges
 Year Ended%
    
    
    
    
    
    
    
    
    
    
    %June 28, 2008
    
    
    June 30, 2007
    
    
    Change
    
    
    June 30, 2007
    
    
    July 1, 2006
    
    
    Change($ Millions)Lease cancellation and commitments
    
    $
    1.2
    
    
    $
    0.9
    
    
    
    37
    %
    
    $
    0.9
    
    
    $
    1.9
    
    
    
    (54
    %)Termination payments to employees and related costs
    
    
    2.3
    
    
    
    9.4
    
    
    
    (75
    %)
    
    
    9.4
    
    
    $
    9.3
    
    
    
    1
    %Total
    
    $
    3.5
    
    
    $
    10.3
    
    
    
    
    
    
    $
    10.3
    
    
    $
    11.2As a percentage of net revenues
    
    
    1
    %
    
    
    5
    %
    
    
    
    
    
    
    5
    %
    
    
    5
    %
     33




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##### Table of Contents



Impairment of Goodwill and Other Intangible Assets
  Impairment/(Recovery) of Other Long-Lived Assets
 Year Ended%
    
    
    
    
    
    
    
    
    
    %June 28, 2008
    
    June 30, 2007
    
    Change
    
    June 30, 2007
    
    July 1, 2006
    
    Change($ Millions)Impairment/(recovery) of other long-lived assets
    
    $
    
    
    
    $
    1.6
    
    
    
    N/A
    
    
    $
    1.6
    
    
    $
    (0.8
    )
    
    
    (303
    %)As a percentage of net revenues
    
    
    0
    %
    
    
    1
    %
    
    
    
    
    
    
    1
    %
    
    
    (0
    %)
    Gain on Sale of Property and Equipment and Other Long-lived Assets
 Year Ended%June 28, 2008
    
    June 30, 2007
    
    Change
    
    June 30, 2007
    
    July 1, 2006
    
    % Change($ Millions)Gain on sale of property and
equipment and other long-lived assets
    
    $
    2.6
    
    
    $
    3.0
    
    
    
    (15
    %)
    
    $
    3.0
    
    
    
    2.1
    
    
    
    43
    %As a percentage of total revenues
    
    
    1
    %
    
    
    1
    %
    
    
    
    
    
    
    1
    %
    
    
    1
    %
  34




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##### Table of Contents



Legal Settlement
 Year Ended%June 28, 2008
    
    June 30, 2007
    
    Change
    
    June 30, 2007
    
    July 1, 2006
    
    % Change($ Millions)Legal settlements
    
    $
    (2.9
    )
    
    $
    0.5
    
    
    
    (688
    %)
    
    $
    0.5
    
    
    $
    5.0
    
    
    
    (90
    %)
   Other Income/(Expense), Net
 Interest Income, Interest Expense, Other Income/(Expense) net, Gain/(Loss) on Foreign Exchange
 Year Ended%June 28, 2008
    
    June 30, 2007
    
    Change
    
    June 30, 2007
    
    July 1, 2006
    
    % Change($ Millions)Loss on conversion and early
extinguishment of debt
    
    $
    
    
    
    $
    
    
    
    
    N/A
    
    
    $
    
    
    
    $
    (18.8
    )
    
    
    N/AOther income/(expense), net
    
    
    
    
    
    
    
    
    
    
    N/A
    
    
    
    
    
    
    
    0.30
    
    
    
    (100
    %)Interest income
    
    
    1.5
    
    
    
    1.2
    
    
    
    18
    %
    
    
    1.2
    
    
    
    1.1
    
    
    
    9
    %Interest expense
    
    
    (0.7
    )
    
    
    (0.6
    )
    
    
    17
    %
    
    
    (0.6
    )
    
    
    (5.1
    )
    
    
    (88
    %)Gain/(loss) on foreign exchange
    
    
    6.0
    
    
    
    (2.9
    )
    
    
    (310
    %)
    
    
    (2.9
    )
    
    
    0.7
    
    
    
    (514
    %)
     Income Tax Provision /(Benefit)
 Year Ended%June 28, 2008
    
    June 30, 2007
    
    Change
    
    June 30, 2007
    
    July 1, 2006
    
    % Change($ Millions)Income tax provision/(benefit)
    
    $
    
    $
    0.1
    
    
    
    (100
    %)
    
    $
    0.1
    
    
    $
    (11.7
    )
    
    
    (101
    %)
  35




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##### Table of Contents



Liquidity, Capital Resources and Contractual Obligations
 Liquidity and Capital Resources
 Operating activities
 Year EndedJune 28, 2008
    
    
    June 30, 2007
    
    
    July 1, 2006($ Millions)Net loss
    
    $
    (23.4
    )
    
    $
    (82.2
    )
    
    $
    (87.5
    )Adjustments to reconcile net loss to net cash used in operating activities:Depreciation and amortization
    
    
    16.9
    
    
    
    23.2
    
    
    
    30.2Stock-based compensation, including non-cash restructuring and
severance and
expenses related to warrants
    
    
    8.8
    
    
    
    6.7
    
    
    
    10.3Impairment/(Recovery) of goodwill, intangible assets and other
long-lived
assets
    
    
    
    
    
    
    1.6
    
    
    
    (0.1
    )Gain on sale of property and equipment
    
    
    (2.6
    )
    
    
    (3.0
    )
    
    
    (2.1
    )One time tax gain
    
    
    
    
    
    
    
    
    
    
    (11.8
    )Legal settlement
    
    
    
    
    
    
    
    
    
    
    5.0Acquired in-process research and development
    
    
    
    
    
    
    
    
    
    
    0.1Loss on conversion and early extinguishment of debt
    
    
    
    
    
    
    
    
    
    
    18.8Amortization of deferred gain on sale leaseback
    
    
    (1.4
    )
    
    
    (1.4
    )
    
    
    (0.3
    )Total non-cash accounting items
    
    
    21.7
    
    
    
    27.1
    
    
    
    50.1Increase in working capital
    
    
    (14.3
    )
    
    
    (15.7
    )
    
    
    (18.8
    )Net cash used in operating activities
    
    $
    (16.0
    )
    
    $
    (70.8
    )
    
    $
    (56.2
    )
 Year ended June 28, 2008
  Year ended June 30, 2007
  Year ended July 1, 2006
  36




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##### Table of Contents



Investing Activities
    
 Caswell Sale-Leaseback
  Acquisition of Creekside
  
 37




---



##### Table of Contents



38




---



##### Table of Contents



Financing Activities
       Return/(Loss) on Investments
  Sources of Cash
  39




---



##### Table of Contents



Credit Facility
      Future Cash Requirements
   Risk Management  Foreign Currency Risk
  40




---



##### Table of Contents



Contractual Obligations
  (In thousands)
    
    FY 2009
    
    
    FY 2010
    
    
    FY 2011
    
    
    FY 2012
    
    
    FY 2013
    
    
    Thereafter
    
    
    TotalPurchase obligations
    
    $
    28,386
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    28,386Operating lease obligations
    
    
    6,489
    
    
    
    6,347
    
    
    
    5,872
    
    
    
    3,742
    
    
    
    2,974
    
    
    
    38,512
    
    
    
    63,936Long-term obligations
    
    
    54
    
    
    
    54
    
    
    
    54
    
    
    
    54
    
    
    
    13
    
    
    
    
    
    
    
    229Net commitments
    
    $
    34,875
    
    
    $
    6,401
    
    
    $
    5,926
    
    
    $
    3,796
    
    
    $
    2,987
    
    
    $
    38,512
    
    
    $
    92,551
  Off-Balance Sheet Arrangements
    
 Item 7A. Quantitative and Qualitative Disclosures About Market Risk
 Interest rates
 
  41




---



##### Table of Contents



Foreign currency
  42




---



##### Table of Contents



Item 8. Financial Statements and Supplementary Data
  
 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
  
 Item 9A. Controls and Procedures
 (a) Evaluation of Disclosure Controls and Procedures
 
  (b) Managements Report on Internal Control Over Financial Reporting
     (c) Report of Independent Registered Public Accounting Firm
 
 Internal ControlIntegrated Framework
  43




---



##### Table of Contents



Internal
ControlIntegrated Framework
   
 (d) Changes in Internal Control over Financial Reporting
  
 Item 9B. Other Information
  
 PART III
 
 Item 10. Directors, Executive Officers of the Registrant and Corporate Governance
  
 Item 11. Executive Compensation
  
 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
  44




---



##### Table of Contents



Item 13. Certain Relationships and Related Transactions, and Director Independence
  
 Item 14. Principal Accountant Fees and Services
  
 PART IV
 
 Item 15. Exhibit and Financial Statement Schedules
        45




---



##### Table of Contents



SIGNATURES
  BOOKHAM,
INC.By:
    /s/  Alain CouderName:
    Alain CouderTitle:
    Chief Executive Officer,
President and Director   Signature
    
    Title
    
    Date/s/ Alain Couder
    
    Chief Executive Officer, President and Director (Principal Executive
    
    September 5, 2008Alain Couder
    
    Officer)/s/ Jerry Turin

Jerry Turin
    
    Chief Financial Officer (Principal Financial Officer and Principal
Accounting Officer)
    
    September 5, 2008/s/ Peter Bordui

Peter Bordui
    
    Director
    
    September 5, 2008/s/ David Simpson
    
    Director
    
    September 5, 2008David Simpson/s/ Lori Holland

Lori Holland
    
    Director
    
    September 5, 2008/s/ W. Arthur Porter

W. Arthur Porter
    
    Director
    
    September 5, 2008/s/ Joseph Cook

Joseph Cook
    
    Director
    
    September 5, 2008/s/ Edward B. Collins

Edward B. Collins
    
    Director
    
    September 5, 2008/s/ Bernard J. Couillaud

Bernard J. Couillaud
    
    Director
    
    September 5, 2008
 46




---



##### Table of Contents



INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 Reports of Independent Registered Public Accounting Firms
    
    
    F-2Consolidated Balance Sheets
    
    
    F-4Consolidated Statements of Operations
    
    
    F-5Consolidated Statements of Cash Flows
    
    
    F-6Consolidated Statements of Stockholders Equity and Comprehensive Income
    
    
    F-7Notes to Consolidated Financial Statements
    
    
    F-8
 F-1




---



##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
    Internal ControlIntegrated
Framework
   
 F-2




---



##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
     
 F-3




---



##### Table of Contents



BOOKHAM, INC.
 
 CONSOLIDATED BALANCE SHEETS
 (In thousands, except share and par value amounts)
 June 28, 2008
    
    
    June 30, 2007ASSETSCurrent assets:Cash and cash equivalents
    
    $
    32,863
    
    
    $
    36,631Short term investments
    
    
    17,845
    
    
    
    Restricted cash
    
    
    1,154
    
    
    
    6,079Accounts receivable, net of allowances for doubtful accounts and product
returns of $283 and $314 in 2008 and $831 and $370 in 2007
    
    
    45,665
    
    
    
    33,685Inventories
    
    
    59,612
    
    
    
    52,114Prepaid expenses and other current assets
    
    
    6,007
    
    
    
    9,121Total current assets
    
    
    163,146
    
    
    
    137,630Goodwill
    
    
    7,881
    
    
    
    7,881Other intangible assets, net
    
    
    7,829
    
    
    
    11,766Property and equipment, net
    
    
    32,962
    
    
    
    33,707Non-current deferred tax asset
    
    
    
    
    
    
    13,248Other non-current assets
    
    
    272
    
    
    
    294Total assets
    
    $
    212,090
    
    
    $
    204,526LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    21,501
    
    
    $
    21,101Bank loan payable
    
    
    
    
    
    
    3,812Accrued expenses and other liabilities
    
    
    20,789
    
    
    
    22,704Current deferred tax liability
    
    
    
    
    
    
    13,248Total current liabilities
    
    
    42,290
    
    
    
    60,865Other long-term liabilities
    
    
    1,336
    
    
    
    1,908Deferred gain on sale-leaseback
    
    
    19,402
    
    
    
    20,786Total liabilities
    
    
    63,028
    
    
    
    83,559Commitments and contingencies (Note 6)Stockholders equity:Preferred stock: 5,000,000 authorized; none issued and outstanding
    
    
    
    
    
    
    Common stock:$.01 par value per share; 175,000,000 shares authorized; 100,739,778 and
83,275,394 shares issued and outstanding at June 28, 2008 and June 30,
2007, respectively
    
    
    1,007
    
    
    
    832Additional paid-in capital
    
    
    1,163,598
    
    
    
    1,114,391Accumulated other comprehensive income
    
    
    44,036
    
    
    
    42,444Accumulated deficit
    
    
    (1,059,579
    )
    
    
    (1,036,700
    )Total stockholders equity
    
    
    149,062
    
    
    
    120,967Total liabilities and stockholders equity
    
    $
    212,090
    
    
    $
    204,526
  F-4




---



##### Table of Contents



BOOKHAM, INC.
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 (In thousands, except per share amounts)
 Year EndedJune 28, 2008
    
    
    June 30, 2007
    
    
    July 1, 2006Revenues
    
    $
    235,491
    
    
    $
    162,941
    
    
    
    121,138Revenues from related party
    
    
    
    
    
    
    39,873
    
    
    
    110,511Net revenues
    
    
    235,491
    
    
    
    202,814
    
    
    
    231,649Cost of revenues
    
    
    182,518
    
    
    
    173,493
    
    
    
    190,085Gross profit
    
    
    52,973
    
    
    
    29,321
    
    
    
    41,564Operating expenses:Research and development
    
    
    32,633
    
    
    
    43,025
    
    
    
    42,587Selling, general and administrative
    
    
    47,941
    
    
    
    47,820
    
    
    
    52,167Amortization of intangible assets
    
    
    4,639
    
    
    
    8,884
    
    
    
    10,004Restructuring and severance charges
    
    
    3,471
    
    
    
    10,347
    
    
    
    11,197Certain legal actions, settlements and related costs
    
    
    (2,882
    )
    
    
    490
    
    
    
    4,997Acquired in-process research and development
    
    
    
    
    
    
    
    
    
    
    118Impairment of goodwill and other intangible assets
    
    
    
    
    
    
    
    
    
    
    760Impairment/(recovery) of other long-lived assets
    
    
    
    
    
    
    1,621
    
    
    
    (832
    )(Gain)/loss on sale of property and equipment and other long-lived assets
    
    
    (2,562
    )
    
    
    (3,009
    )
    
    
    (2,070
    )Total operating expenses
    
    
    83,240
    
    
    
    109,178
    
    
    
    118,928Operating loss
    
    
    (30,267
    )
    
    
    (79,857
    )
    
    
    (77,364
    )Other income/(expense):Loss on conversion and early extinguishment of debt
    
    
    
    
    
    
    
    
    
    
    (18,842
    )Other income/(expense), net
    
    
    
    
    
    
    
    
    
    
    298Interest income
    
    
    1,465
    
    
    
    1,239
    
    
    
    1,113Interest expense
    
    
    (671
    )
    
    
    (573
    )
    
    
    (5,128
    )Gain/(loss) on foreign exchange
    
    
    6,038
    
    
    
    (2,879
    )
    
    
    677Total other income/(expense)
    
    
    6,832
    
    
    
    (2,213
    )
    
    
    (21,882
    )Loss before income taxes
    
    
    (23,435
    )
    
    
    (82,070
    )
    
    
    (99,246
    )Income tax (benefit)/provision
    
    
    5
    
    
    
    105
    
    
    
    (11,749
    )Net loss
    
    $
    (23,440
    )
    
    $
    (82,175
    )
    
    $
    (87,497
    )Net loss per share:Net loss per share (basic and diluted)
    
    $
    (0.25
    )
    
    $
    (1.17
    )
    
    $
    (1.87
    )Weighted average shares of common stock outstanding (basic and diluted)
    
    
    93,099
    
    
    
    70,336
    
    
    
    46,679
  F-5




---



##### Table of Contents



BOOKHAM, INC.
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (In thousands)
 Year EndedJune 28, 2008
    
    
    June 30, 2007
    
    
    July 1, 2006Cash flows used in operating activities:Net loss
    
    $
    (23,440
    )
    
    $
    (82,175
    )
    
    $
    (87,497
    )Adjustments to reconcile net loss to net cash used in operating
activities:Depreciation and amortization
    
    
    16,869
    
    
    
    23,167
    
    
    
    30,231Stock-based compensation
    
    
    8,812
    
    
    
    6,666
    
    
    
    8,863Impairment of long-lived assets
    
    
    
    
    
    
    1,621
    
    
    
    (72
    )Gain on sale of property, equipment and other long-lived assets
    
    
    (2,562
    )
    
    
    (3,009
    )
    
    
    (2,070
    )One time tax gain
    
    
    
    
    
    
    
    
    
    
    (11,785
    )Legal settlement
    
    
    
    
    
    
    
    
    
    
    4,997Acquired in-process research and development
    
    
    
    
    
    
    
    
    
    
    118Loss on conversion and early extinguishment of debt
    
    
    
    
    
    
    
    
    
    
    18,842Amortization of deferred gain on sale leaseback
    
    
    (1,384
    )
    
    
    (1,435
    )
    
    
    (278
    )Amortization of interest expense for warrants and beneficial
conversion feature
    
    
    
    
    
    
    
    
    
    
    1,292Changes in current assets and liabilities, net of effects of
acquisitions:Accounts receivable, net
    
    
    (11,930
    )
    
    
    2,514
    
    
    
    (5,834
    )Inventories
    
    
    (2,426
    )
    
    
    4,298
    
    
    
    383Prepaid expenses and other current assets
    
    
    4,078
    
    
    
    3,079
    
    
    
    8,973Accounts payable
    
    
    (1,211
    )
    
    
    (6,275
    )
    
    
    (6,487
    )Accrued expenses and other liabilities
    
    
    (2,811
    )
    
    
    (19,224
    )
    
    
    (15,863
    )Net cash used in operating activities
    
    
    (16,005
    )
    
    
    (70,773
    )
    
    
    (56,187
    )Cash flows provided by investing activities:Purchases of property and equipment
    
    
    (9,135
    )
    
    
    (6,433
    )
    
    
    (10,113
    )Proceeds from sale of property, equipment and other long-lived
assets
    
    
    2,972
    
    
    
    5,387
    
    
    
    2,396Acquisitions, net of cash acquired
    
    
    
    
    
    
    
    
    
    
    9,575Proceeds from sale-leaseback of Caswell facility
    
    
    
    
    
    
    
    
    
    
    23,444Purchases of available for sale securities and investments
    
    
    (17,844
    )
    
    
    
    
    
    
    Proceeds from sale of land held for resale
    
    
    
    
    
    
    9,402
    
    
    
    14,734Transfer (to)/from restricted cash
    
    
    5,026
    
    
    
    (427
    )
    
    
    2,656Cash flows provided/(used) by investing activities
    
    
    (18,981
    )
    
    
    7,929
    
    
    
    42,692Cash flows provided by financing activities:Amount paid to repurchase shares from former officer
    
    
    (2
    )
    
    
    
    
    
    
    Cash paid in connection with early extinguishment of notes
payable
    
    
    
    
    
    
    
    
    
    
    (21,000
    )Cash paid in connection with conversion of convertible debentures
    
    
    
    
    
    
    
    
    
    
    (3,282
    )Proceeds from issuance of common stock, net
    
    
    40,785
    
    
    
    55,444
    
    
    
    49,548Proceeds from/(repayment) of bank loan payable
    
    
    (3,812
    )
    
    
    3,812
    
    
    
    Repayment of other loans
    
    
    (44
    )
    
    
    (108
    )
    
    
    (49
    )Net cash provided by financing activities
    
    
    36,927
    
    
    
    59,148
    
    
    
    25,217Effect of exchange rate on cash and cash equivalents
    
    
    (5,709
    )
    
    
    2,577
    
    
    
    1,094Net increase in cash and cash equivalents
    
    
    (3,768
    )
    
    
    (1,119
    )
    
    
    12,816Cash and cash equivalents at beginning of period
    
    
    36,631
    
    
    
    37,750
    
    
    
    24,934Cash and cash equivalents at end of period
    
    $
    32,863
    
    
    $
    36,631
    
    
    $
    37,750Supplemental disclosures of cash flow information:Cash paid for interest
    
    $
    244
    
    
    $
    5,012
    
    
    $
    7,481Cash paid for income taxes
    
    $
    52
    
    
    $
    105
    
    
    $
    22Supplemental disclosures of non cash transactions:Warrants issued in connection with debt and extinguishment of debt
    
    $
    
    
    
    $
    12,417
    
    
    $
    4,385
  F-6




---



##### Table of Contents



BOOKHAM, INC.
 
 CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY AND COMPREHENSIVE INCOME
  AccumulatedAdditional
    
    
    
    
    
    
    Other
    
    
    
    
    
    
    
    
    
    
    TotalCommon Stock
    
    
    Paid-In
    
    
    Deferred
    
    
    Comprehensive
    
    
    Accumulated
    
    
    Comprehensive
    
    
    ShareholdersShares
    
    
    Amount
    
    
    Capital
    
    
    Compensation
    
    
    Income
    
    
    Deficit
    
    
    Income
    
    
    EquityBalance at July 2, 2005
    
    
    33,805,437
    
    
    $
    338
    
    
    $
    925,677
    
    
    $
    (808
    )
    
    $
    32,889
    
    
    $
    (867,028
    )
    
    $
    
    
    
    $
    91,068Issuance of shares upon the exercise of common stock options
    
    
    58,627
    
    
    
    
    
    
    
    303
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    303Issuance of restricted stock
    
    
    1,050,000
    
    
    
    11
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11Issuance of shares to CP Santa Rosa Enterprises Corp.
    
    
    5,100
    
    
    
    
    
    
    
    24
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    24Common stock issued in connection with the settlement of Yue lawsuit
    
    
    537,635
    
    
    
    5
    
    
    
    4,995
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,000Common stock issued in public offering
    
    
    11,250,000
    
    
    
    113
    
    
    
    49,121
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    49,234Common stock issued upon conversion of convertible debt
    
    
    5,386,365
    
    
    
    54
    
    
    
    25,156
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25,210Common stock issued in connection with debt equity exchange
    
    
    5,120,793
    
    
    
    51
    
    
    
    33,802
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    33,853Stock-based compensation expense
    
    
    
    
    
    
    
    
    
    
    8,056
    
    
    
    808
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,864Common stock issued in connection with Avalon acquisition
    
    
    764,951
    
    
    
    8
    
    
    
    6,492
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,500Comprehensive loss:Unrealized gain on hedging transactions
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    573
    
    
    
    
    
    
    
    573
    
    
    
    573Currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,998
    
    
    
    
    
    
    
    1,998
    
    
    
    1,998Net loss for the period
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (87,497
    )
    
    
    (87,497
    )
    
    
    (87,497
    )Total comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    (84,926
    )Balance at July 1, 2006
    
    
    57,978,908
    
    
    $
    580
    
    
    $
    1,053,626
    
    
    $
    
    
    
    $
    35,460
    
    
    $
    (954,525
    )
    
    $
    
    
    
    $
    135,141Issuance of shares upon the exercise of common stock options
    
    
    3,678
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Issuance of shares upon vesting of restricted stock units
    
    
    7,917
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Issuance of restricted stock to non-employee directors
    
    
    50,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Resolution of contingent consideration in connection with Avalon acquisition
    
    
    
    
    
    
    
    
    
    
    (1,000
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,000
    )Common stock issued in private placements
    
    
    25,234,891
    
    
    
    252
    
    
    
    55,193
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    55,445Stock-based compensation expense
    
    
    
    
    
    
    
    
    
    
    6,277
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,277Restricted stock vesting accelaration related to restructuring and severance charges
    
    
    
    
    
    
    
    
    
    
    295
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    295Comprehensive loss:Unrealized loss on hedging transactions
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (361
    )
    
    
    
    
    
    
    (361
    )
    
    
    (361
    )Currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,345
    
    
    
    
    
    
    
    7,345
    
    
    
    7,345Net loss for the period
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (82,175
    )
    
    
    (82,175
    )
    
    
    (82,175
    )Total comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    (75,191
    )Balance at June 30, 2007
    
    
    83,275,394
    
    
    $
    832
    
    
    $
    1,114,391
    
    
    $
    
    
    
    $
    42,444
    
    
    $
    (1,036,700
    )
    
    $
    
    
    
    $
    120,967Issuance of shares related to shares awards and restricted stock units
    
    
    1,464,384
    
    
    
    15
    
    
    
    (15
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Buy-back of accelerated stock options issued to former officer of the company
    
    
    
    
    
    
    
    
    
    
    (2
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2
    )Adjustment to prior years taxes payable to reflect effect of adoption of FIN 48
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    562
    
    
    
    
    
    
    
    562Common stock issued in public offering
    
    
    16,000,000
    
    
    
    160
    
    
    
    40,626
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    40,785Stock-based compensation expense
    
    
    
    
    
    
    
    
    
    
    8,598
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,598Comprehensive loss:Unrealized loss on hedging transactions
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (34
    )
    
    
    
    
    
    
    (34
    )
    
    
    (34
    )Currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,615
    
    
    
    
    
    
    
    1,615
    
    
    
    1,615Other comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11
    
    
    
    
    
    
    
    11
    
    
    
    11Net loss for the period
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (23,440
    )
    
    
    (23,440
    )
    
    
    (23,440
    )Total comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    (21,848
    )Balance at June 28, 2008
    
    
    100,739,778
    
    
    $
    1,007
    
    
    $
    1,163,598
    
    
    $
    
    
    
    $
    44,036
    
    
    $
    (1,059,579
    )
    
    
    
    
    
    $
    149,062
  F-7




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##### Table of Contents



BOOKHAM, INC.
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 1. Summary of Significant Accounting Policies
 Description of Business
  Basis of Presentation
  Foreign Currency Transactions and Translation Gains and Losses
  Use of Estimates
  F-8




---



##### Table of Contents



BOOKHAM, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Cash and Cash Equivalents
  Short-Term Investments
  Restricted Cash
  Inventories
  Property and Equipment
  Buildings
    
    Twenty yearsPlant and machinery
    
    Three to five yearsFixtures, fittings and equipment
    
    Three to five yearsComputer equipment
    
    Three years
 Long-Lived Assets Including Goodwill and Other Acquired Intangible Assets
    F-9




---



##### Table of Contents



Derivative Financial Instruments
     Advertising Expenses
  F-10




---



##### Table of Contents



BOOKHAM, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Revenue Recognition
    Research and Development
  Income Taxes
  Stock-Based Compensation
  F-11




---



##### Table of Contents



BOOKHAM, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
   Year EndedJune 28, 2008
    
    July 30, 2007
    
    July 1, 2006Volatility
    
    68% to 79%
    
    81% to 85%
    
    81% to 87%Weighted-average estimated life
    
    4.5 years
    
    4.5 years
    
    4.0 yearsWeighted-average risk free interest rate
    
    2.3% to 4.9%
    
    4.4% to 5.1%
    
    4.2% to 4.5%Dividend yield
    
    
    
    
    
    
    
    
    
    
    
  Accumulated Other Comprehensive Income
  June 28, 2008
    
    
    June 30, 2007(In thousands)Unrealized gain on currency instruments designated as hedges
    
    $
    86
    
    
    $
    212Currency translation adjustments
    
    
    43,939
    
    
    
    42,232Unrealized gain/loss on short-term investments
    
    
    11
    
    
    
    Accumulated
other comprehensive income - end
    
    $
    44,036
    
    
    $
    42,444
 Recent Accounting Developments
    F-12




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##### Table of Contents



Effective Date of FASB
Statement No. 157
  Determination of the Useful Life of Intangible
Assets Goodwill and Other Intangible Assets
 The Hierarchy of Generally Accepted Accounting
Principles
 F-15




---



##### Table of Contents



BOOKHAM, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 2. Concentration of Revenues and Credit and Other Risks
     3. Inventories
  June 28, 2008
    
    
    June 30, 2007(In thousands)Raw materials
    
    $
    21,140
    
    
    $
    20,238Work in process
    
    
    24,786
    
    
    
    18,489Finished goods
    
    
    13,686
    
    
    
    13,387Total
    
    $
    59,612
    
    
    $
    52,114
   F-14




---



##### Table of Contents



BOOKHAM, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 4. Property, Plant and Equipment
  June 28, 2008
    
    
    June 30, 2007(In thousands)Buildings
    
    $
    18,411
    
    
    $
    18,303Plant and machinery
    
    
    77,606
    
    
    
    66,575Fixtures, fittings and equipment
    
    
    1,098
    
    
    
    420Computer equipment
    
    
    14,892
    
    
    
    13,598112,007
    
    
    
    98,896Less accumulated depreciation
    
    
    (79,045
    )
    
    
    (65,189
    )$
    32,962
    
    
    $
    33,707
  5. Accrued Expenses and Other Liabilities
  June 28, 2008
    
    
    June 30, 2007(In thousands)Trade creditor accruals
    
    $
    4,090
    
    
    $
    4,324Compensation and benefits related accruals
    
    
    6,724
    
    
    
    5,212Warranty accrual
    
    
    2,598
    
    
    
    2,569Other accruals
    
    
    5,657
    
    
    
    7,886Current portion of restructuring accrual
    
    
    1,720
    
    
    
    2,713Total
    
    $
    20,789
    
    
    $
    22,704
  June 28, 2008
    
    
    June 30, 2007(In thousands)Long-term portion of restructuring accrual
    
    $
    1,108
    
    
    $
    1,678Other long-term liabilities
    
    
    228
    
    
    
    230Total
    
    $
    1,336
    
    
    $
    1,908
 Warranty accrual
  F-15




---



##### Table of Contents



BOOKHAM, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  June 28, 2008
    
    
    June 30, 2007
    
    
    July 1, 2006(In thousands)Warranty provision at beginning of year
    
    $
    2,569
    
    
    $
    3,429
    
    
    $
    3,782Warranties issued
    
    
    2,290
    
    
    
    2,037
    
    
    
    2,447Warranties utilized
    
    
    (1,307
    )
    
    
    (2,497
    )
    
    
    (2,243
    )Warranties expired, and other changes in liability
    
    
    (992
    )
    
    
    (713
    )
    
    
    (610
    )Foreign currency translation
    
    
    38
    
    
    
    313
    
    
    
    53Warranty provision at end of year
    
    $
    2,598
    
    
    $
    2,569
    
    
    $
    3,429
 Credit Agreement
     F-16




---



##### Table of Contents



BOOKHAM, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 6. Commitments and Contingencies
 Operating Leases
  Caswell Sale-Leaseback
   For fiscal year ending on or about June 30,2009
    
    $
    6,4892010
    
    
    6,3472011
    
    
    5,8722012
    
    
    3,7422013
    
    
    2,974Thereafter
    
    
    38,512Total
    
    $
    63,936
 Guarantees
  F-17




---



##### Table of Contents



BOOKHAM, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  
    
    In connection with the sale by New Focus, Inc. of its passive
component line to Finisar, Inc., New Focus agreed to indemnify Finisar
for claims related to the intellectual property sold to Finisar. This
obligation expires in May 2009 and has no limitation on maximum
liability.
    
    The Company indemnifies its directors and certain employees as
permitted by law, and has entered into indemnification agreements with
its directors and senior officers. The Company has not recorded a
liability associated with these indemnification arrangements as the
Company historically has not incurred any costs associated with such
indemnifications and does not expect to in the future. Costs
associated with such indemnifications may be mitigated by insurance
coverage that the Company maintains.
    
    The Company also has indemnification clauses in various contracts that
it enters into in the normal course of business, such as those issued
by its banks in favor of several of its suppliers or indemnification
in favor of customers in respect of liabilities they may incur as a
result of purchasing the Companys products should such products
infringe the intellectual property rights of a third party. The
Company has not historically paid out any amounts related to these
indemnifications and does not expect to in the future, therefore no
accrual has been made for these indemnifications.
 Settlement of Yue Litigation
    Other Litigation
   F-18




---



##### Table of Contents



Bookham, Inc. v.
JDS Uniphase Corp. and Agility Communications, Inc.
 F-19




---



##### Table of Contents



7. Restructuring and Severance Charges
     F-20




---



##### Table of Contents



BOOKHAM, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Accrued
    
    
    Amounts
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Accruedrestructuring
    
    
    charged to
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    restructuringcosts at June 30,
    
    
    restructuring
    
    
    Amounts
    
    
    Amounts paid
    
    
    
    
    
    
    costs at June 28,(In thousands)
    
    2007
    
    
    costs and other
    
    
    reversed
    
    
    or written-off
    
    
    Adjustments
    
    
    2008Lease cancellations and commitments
    
    $
    3,845
    
    
    $
    1,141
    
    
    $
    (20
    )
    
    $
    (2,904
    )
    
    $
    12
    
    
    $
    2,074Asset impairment
    
    
    
    
    
    
    35
    
    
    
    
    
    
    
    (35
    )
    
    
    
    
    
    
    Termination payments to employees and related costs
    
    
    546
    
    
    
    2,350
    
    
    
    (36
    )
    
    
    (2,141
    )
    
    
    35
    
    
    
    754Total accrued restructuring
    
    
    4,391
    
    
    $
    3,526
    
    
    $
    (56
    )
    
    $
    (5,080
    )
    
    $
    47
    
    
    
    2,828Less non-current accrued restructuring charges
    
    
    (1,678
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,108
    )Accrued restructuring charges included within accrued
expenses and other liabilities
    
    $
    2,713
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    1,720
   Accrued
    
    
    Amounts
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Accruedrestructuring
    
    
    charged to
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    restructuringcosts at July 1,
    
    
    restructuring
    
    
    Amounts
    
    
    Amounts paid
    
    
    
    
    
    
    costs at June 30,(In thousands)
    
    2006
    
    
    costs and other
    
    
    reversed
    
    
    or written-off
    
    
    Adjustments
    
    
    2007Lease cancellations and commitments
    
    $
    11,438
    
    
    $
    867
    
    
    $
    
    
    
    $
    (8,408
    )
    
    $
    (52
    )
    
    $
    3,845Termination payments to employees and related costs
    
    
    4,691
    
    
    
    9,480
    
    
    
    (295
    )
    
    
    (13,692
    )
    
    
    362
    
    
    
    546Total accrued restructuring
    
    
    16,129
    
    
    $
    10,347
    
    
    $
    (295
    )
    
    $
    (22,100
    )
    
    $
    310
    
    
    
    4,391Less non-current accrued restructuring charges
    
    
    (3,196
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,678
    )Accrued restructuring charges included within accrued
expenses and other liabilities
    
    $
    12,933
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    2,713
  8. Employee Benefit Plans
   F-21




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##### Table of Contents



9. Income Taxes
  Year EndedJune 28
    
    
    June 30
    
    
    July 12008
    
    
    2007
    
    
    2006(In thousands)CurrentDomestic
    
    $
    (7,265
    )
    
    $
    (9,692
    )
    
    $
    (43,817
    )Foreign
    
    
    (16,170
    )
    
    
    (72,378
    )
    
    
    (55,428
    )$
    (23,435
    )
    
    $
    (82,070
    )
    
    $
    (99,245
    )
  Year EndedJune 28
    
    
    June 30
    
    
    July 12008
    
    
    2007
    
    
    2006(In thousands)CurrentFederal
    
    $
    
    
    
    $
    (4
    )
    
    $
    State
    
    
    
    
    
    
    
    
    
    
    Foreign
    
    
    5
    
    
    
    109
    
    
    
    23$
    5
    
    
    $
    105
    
    
    $
    23DeferredFederal
    
    
    
    
    
    
    
    
    
    
    State
    
    
    
    
    
    
    
    
    
    
    Foreign
    
    
    
    
    
    
    
    
    
    
    (11,772
    )
    
    
    
    
    
    
    
    (11,772
    )Total
    
    $
    5
    
    
    $
    105
    
    
    $
    (11,749
    )
  Year EndedJune 28
    
    
    June 30
    
    
    July 12008
    
    
    2007
    
    
    2006(In thousands)Tax benefit at federal statutory rate
    
    $
    (7,968
    )
    
    $
    (28,724
    )
    
    $
    (34,736
    )Unbenefited domestic losses and credits
    
    
    2,470
    
    
    
    3,392
    
    
    
    12,131Unbenefited foreign losses and credits
    
    
    5,503
    
    
    
    25,437
    
    
    
    10,856Provision for (benefit from) income taxes
    
    $
    5
    
    
    $
    105
    
    
    $
    (11,749
    )
 F-22




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##### Table of Contents



June 28
    
    
    June 302008
    
    
    2007(In thousands)Deferred tax assets:Net operating loss carryforwards
    
    $
    199,391
    
    
    $
    314,760Depreciation and capital losses
    
    
    76,202
    
    
    
    79,648Inventory valuation
    
    
    952
    
    
    
    1,069Accruals and reserves
    
    
    1,777
    
    
    
    4,161Capitalized research and development
    
    
    2,310
    
    
    
    2,848Tax credit carryforwards
    
    
    2,846
    
    
    
    10,147Stock Compensation
    
    
    1,585
    
    
    
    1,592Total deferred tax assets
    
    
    285,063
    
    
    
    414,225Valuation allowance
    
    
    (277,221
    )
    
    
    (391,806
    )Net deferred tax assets
    
    
    7,842
    
    
    
    22,419Deferred tax liabilities:Other asset impairments
    
    
    (7,842
    )
    
    
    (8,073
    )Forthaven deferred tax liability
    
    
    0
    
    
    
    (14,346
    )(7,842
    )
    
    
    (22,419
    )Net Deferred Tax Assets
    
    $
    
    
    
    $
    
        F-23




---



##### Table of Contents



2008(In thousands)Balance at July 1, 2007
    
    $
    3,612Revisions to opening unrecgonized tax benefits
    
    
    88,518Additions for tax positions related to 2008
    
    
    150Balance at June 28, 2008
    
    $
    92,280
   F-24




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##### Table of Contents



BOOKHAM, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 10. Stockholders Equity
          F-25




---



##### Table of Contents



F-26




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##### Table of Contents



BOOKHAM, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Options
    
    Weighted AverageOutstanding
    
    Exercise PriceOutstanding at July 2, 2005
    
    
    3,247,252
    
    
    $
    13.87Granted
    
    
    5,130,660
    
    
    $
    4.97Exercised
    
    
    (58,627
    )
    
    $
    5.15Cancelled
    
    
    (998,416
    )
    
    $
    12.70Outstanding at July 1, 2006
    
    
    7,320,869
    
    
    $
    7.79Granted
    
    
    1,260,550
    
    
    $
    2.28Exercised
    
    
    (3,678
    )
    
    $
    2.69Cancelled
    
    
    (2,148,293
    )
    
    $
    7.23Outstanding at June 30, 2007
    
    
    6,429,448
    
    
    $
    9.16Granted
    
    
    1,749,658
    
    
    $
    2.13Exercised
    
    
    
    
    
    
    Cancelled
    
    
    (1,356,922
    )
    
    $
    6.64Outstanding at June 28, 2008
    
    
    6,822,184
    
    
    $
    7.53
  OPTIONS OUTSTANDING
    
    
    
    
    
    OPTIONS EXERCISABLEWeightedAverageNumber
    
    Remaining
    
    Weighted
    
    Number
    
    WeightedRange of
    
    
    
    
    
    
    
    
    
    
    
    Outstanding
    
    Contractual
    
    Average
    
    Exercisable
    
    AverageExercise Prices
    
    
    
    
    
    
    
    
    
    
    
    As of June 28, 2008
    
    Term
    
    Exercise Price
    
    As of June 28, 2008
    
    Exercise PriceU.S. Plans$
    1.23
    
    
    
    
    
    
    
    
    $
    1.54
    
    
    
    155,000
    
    
    
    9.68
    
    
    $
    1.33
    
    
    
    
    
    
    $
    0.00$
    1.75
    
    
    
    
    
    
    
    
    $
    1.75
    
    
    
    832,906
    
    
    
    9.59
    
    
    $
    1.75
    
    
    
    
    
    
    $
    0.00$
    1.86
    
    
    
    
    
    
    
    
    $
    2.00
    
    
    
    23,000
    
    
    
    9.92
    
    
    $
    1.94
    
    
    
    10,000
    
    
    $
    1.86$
    2.01
    
    
    
    
    
    
    
    
    $
    2.01
    
    
    
    761,500
    
    
    
    9.04
    
    
    $
    2.01
    
    
    
    190,375
    
    
    $
    2.01$
    2.18
    
    
    
    
    
    
    
    
    $
    2.89
    
    
    
    718,243
    
    
    
    9.03
    
    
    $
    2.77
    
    
    
    47,169
    
    
    $
    2.60$
    2.90
    
    
    
    
    
    
    
    
    $
    4.70
    
    
    
    273,141
    
    
    
    8.49
    
    
    $
    3.27
    
    
    
    176,157
    
    
    $
    3.27$
    4.91
    
    
    
    
    
    
    
    
    $
    4.91
    
    
    
    2,740,714
    
    
    
    7.43
    
    
    $
    4.91
    
    
    
    1,816,941
    
    
    $
    4.91$
    4.99
    
    
    
    
    
    
    
    
    $
    7.45
    
    
    
    658,898
    
    
    
    6.54
    
    
    $
    6.63
    
    
    
    459,482
    
    
    $
    6.64$
    7.74
    
    
    
    
    
    
    
    
    $
    206.49
    
    
    
    352,982
    
    
    
    4.33
    
    
    $
    18.40
    
    
    
    351,773
    
    
    $
    18.41$
    510.28
    
    
    
    
    
    
    
    
    $
    510.28
    
    
    
    30
    
    
    
    2.34
    
    
    $
    510.28
    
    
    
    30
    
    
    $
    510.28$
    1.23
    
    
    
    
    
    
    
    
    $
    510.28
    
    
    
    6,516,414
    
    
    
    7.92
    
    
    $
    4.67
    
    
    
    3,051,927
    
    
    $
    6.41Assumed from U.K. Plans$
    9.80
    
    
    
    
    
    
    
    
    $
    9.80
    
    
    
    10,000
    
    
    
    6.10
    
    
    $
    9.80
    
    
    
    9,583
    
    
    $
    9.80$
    11.58
    
    
    
    
    
    
    
    
    $
    11.58
    
    
    
    50,800
    
    
    
    5.93
    
    
    $
    11.58
    
    
    
    50,800
    
    
    $
    11.58$
    13.86
    
    
    
    
    
    
    
    
    $
    14.74
    
    
    
    17,000
    
    
    
    4.28
    
    
    $
    14.06
    
    
    
    17,000
    
    
    $
    14.06$
    15.44
    
    
    
    
    
    
    
    
    $
    15.44
    
    
    
    85,230
    
    
    
    4.38
    
    
    $
    15.44
    
    
    
    85,230
    
    
    $
    15.44$
    15.84
    
    
    
    
    
    
    
    
    $
    23.75
    
    
    
    17,750
    
    
    
    4.77
    
    
    $
    16.84
    
    
    
    17,750
    
    
    $
    16.84$
    23.85
    
    
    
    
    
    
    
    
    $
    23.85
    
    
    
    35,755
    
    
    
    3.71
    
    
    $
    23.85
    
    
    
    35,755
    
    
    $
    23.85$
    26.77
    
    
    
    
    
    
    
    
    $
    26.77
    
    
    
    61,900
    
    
    
    5.24
    
    
    $
    26.77
    
    
    
    61,900
    
    
    $
    26.77$
    26.82
    
    
    
    
    
    
    
    
    $
    268.23
    
    
    
    17,235
    
    
    
    3.17
    
    
    $
    69.61
    
    
    
    17,235
    
    
    $
    69.61$
    322.47
    
    
    
    
    
    
    
    
    $
    322.47
    
    
    
    9,900
    
    
    
    2.38
    
    
    $
    322.47
    
    
    
    9,900
    
    
    $
    322.47$
    713.64
    
    
    
    
    
    
    
    
    $
    713.64
    
    
    
    200
    
    
    
    2.13
    
    
    $
    713.64
    
    
    
    200
    
    
    $
    713.64$
    9.80
    
    
    
    
    
    
    
    
    $
    713.64
    
    
    
    305,770
    
    
    
    4.67
    
    
    $
    31.35
    
    
    
    305,353
    
    
    $
    31.38Total
    
    
    
    
    
    
    6,822,184
    
    
    
    
    
    
    
    
    
    
    
    3,357,280
  F-27




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##### Table of Contents



Common Stock Reserved
  June 28,2008Stock option plan:Outstanding options
    
    
    6,822,184Warrants
    
    
    10,083,578Reserved for future grants
    
    
    12,105,257Total
    
    
    29,011,019
 F-28




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##### Table of Contents



BOOKHAM, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 11. Earnings per Share
  12. Segments of an Enterprise and Related Information
 Disclosures about Segments of an Enterprise and Related Information
 
    
    Current Structure of Business Segments.As of June 28, 2008, and effective for the
entire fiscal quarter then ended, the Company is organized and operates as two operating
segments: (i) telecom and (ii) non-telecom. The telecom segment is responsible for the
design, the development, the chip and filter level manufacturing, the marketing and the
selling of optical solutions for telecommunications applications. The non-telecom segment
is responsible for the design, development, marketing and selling of non-telecom products
which include photonics and microwave solutions, high power lasers, thin film filters and
VCSELs. The Company evaluates the performance of these segments and makes resource
allocation decisions based on segment revenues and segment operating income/(loss), after
allocating manufacturing costs between these operating segments and allocating the
Companys corporate general and administration costs to these operating segments. The
Company does not allocate stock compensation, gains or losses on legal settlements, or gain
on sale of property and equipment and other long-lived assets to these operating entities,
each of which are components of the Companys consolidated operating income/(loss). The
Company also does not allocate other income/(expense), interest income, interest expense or
gain/(loss) on foreign exchange to these operating segments.
    
    Previous Structure of Business Segments.Prior to the fiscal quarter ended June 28,
2008, the Company was organized and operated as two operating segments: (i) optics and (ii)
research and industrial. The optics segment was responsible for the design, development,
manufacturing, marketing and selling of optical solutions for telecommunications and
industrial applications. The research and industrial segment was comprised of the Companys
New Focus subsidiary, which operated relatively autonomously as a discrete business, and
was responsible for the design, manufacturing, marketing and selling of photonic and
microwave solutions. The Company evaluated the performance of these segments and allocated
resources based on consolidated revenues and overall profitability as reflected by net
income/(loss).
 F-29




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##### Table of Contents



Segment Information Based on Current Business Segments
  Year EndedJune 28,
    
    
    June 30,
    
    
    July 1,2008
    
    
    2007
    
    
    2006(In thousands)Net revenuesTelecom
    
    $
    176,856
    
    
    $
    153,823
    
    
    $
    195,502Non-telecom
    
    
    58,635
    
    
    
    48,991
    
    
    
    36,147Consolidated net revenues
    
    $
    235,491
    
    
    $
    202,814
    
    
    $
    231,649
 Year EndedJune 28,
    
    
    June 30,
    
    
    July 1,2008
    
    
    2007
    
    
    2006(In thousands)Operating income/(loss)Telecom
    
    $
    (29,641
    )
    
    $
    (76,353
    )
    
    $
    (64,021
    )Non-telecom
    
    
    2,742
    
    
    
    1,971
    
    
    
    (1,505
    )Total segment operating income/(loss)
    
    
    (26,899
    )
    
    
    (74,382
    )
    
    
    (65,526
    )Stock compensation
    
    
    8,812
    
    
    
    6,373
    
    
    
    8,863Legal Settlement
    
    
    (2,882
    )
    
    
    490
    
    
    
    4,997Acquired in-process research and development
    
    
    
    
    
    
    
    
    
    
    118Impairment/(recovery) of goodwill, other intangible and
other long lived assets
    
    
    
    
    
    
    1,621
    
    
    
    (71
    )Gain on sale of property and equipment and other long-lived assets
    
    
    (2,562
    )
    
    
    (3,009
    )
    
    
    (2,069
    )Consolidated operating income/(loss)
    
    $
    (30,267
    )
    
    $
    (79,857
    )
    
    $
    (77,364
    )Depreciation of tangible assetsTelecom
    
    $
    10,605
    
    
    $
    11,347
    
    
    $
    17,822Non-telecom
    
    
    1,625
    
    
    
    2,665
    
    
    
    2,405Consolidated depreciation
    
    $
    12,230
    
    
    $
    14,012
    
    
    $
    20,227Total expenditures for long-lived assetsTelecom
    
    $
    7,319
    
    
    $
    4,423
    
    
    $
    8,681Non-telecom
    
    
    1,815
    
    
    
    2,010
    
    
    
    1,432Consolidated total expenditures for long-lived assets
    
    $
    9,135
    
    
    $
    6,433
    
    
    $
    10,113
 F-30




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##### Table of Contents



BOOKHAM, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Years EndedJune 28,
    
    
    June 30,
    
    
    July 1,2008
    
    
    2007
    
    
    2006(In millions)United States
    
    $
    59.5
    
    
    $
    46.0
    
    
    $
    47.8Canada
    
    
    39.1
    
    
    
    56.1
    
    
    
    107.4China
    
    
    59.1
    
    
    
    37.7
    
    
    
    27.8Europe
    
    
    47.6
    
    
    
    34.4
    
    
    
    28.8Asia other than China
    
    
    22.4
    
    
    
    25.2
    
    
    
    15.6Rest of the World
    
    
    7.8
    
    
    
    3.4
    
    
    
    4.2Total revenues
    
    $
    235.5
    
    
    $
    202.8
    
    
    $
    231.6
  June 28,
    
    
    June 30,2008
    
    
    2007(In millions)China
    
    $
    20.5
    
    
    $
    18.5United Kingdom
    
    
    6.3
    
    
    
    9.7Europe other than United Kingdom
    
    
    4.1
    
    
    
    3.9United States
    
    
    1.8
    
    
    
    1.3Canada
    
    
    0.3
    
    
    
    0.3Total long-lived assets
    
    $
    33.0
    
    
    $
    33.7
 13. Business Combinations
 Acquisition of Creekside
  PurchasePriceAllocationPurchase price:Cash
    
    $
    Transaction costs
    
    
    685$
    685Allocation of purchase price:Cash, including restricted cash
    
    $
    8,378Net monetary assets
    
    
    4,092Deferred tax liabilities
    
    
    (11,785
    )$
    685
 F-31




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##### Table of Contents



BOOKHAM, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Acquisition of Avalon Photonics, AG
     F-32




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##### Table of Contents



BOOKHAM, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
   Avalon(In thousands)Purchase price
    
    $
    6,500Transaction and other direct acquisition costs
    
    
    200$
    6,700Allocation of purchase price:Net tangible assets acquired
    
    $
    1,804Intangible assets acquired:Supply contracts and customer relationships
    
    
    539Core and current technology
    
    
    1,695In-process research and development
    
    
    118Goodwill
    
    
    2,544$
    6,700
  Supply contracts and customer relationships
    
    7 yearsCore and current technology
    

4 - 6 years
 14. Goodwill and Other Intangible Assets
  IntangiblesAccumulatedGoodwill
    
    
    Cost
    
    
    Amortization
    
    
    Net Book Value(In thousands)CostJuly 2, 2005
    
    $
    6,260
    
    
    $
    57,548
    
    
    $
    29,538
    
    
    $
    28,010Acquired
    
    
    2,621
    
    
    
    2,234
    
    
    
    
    
    
    
    2,234Charged
    
    
    
    
    
    
    
    
    
    
    10,004
    
    
    
    (10,004
    )Disposals
    
    
    
    
    
    
    (929
    )
    
    
    (929
    )
    
    
    Impairment
    
    
    
    
    
    
    (760
    )
    
    
    
    
    
    
    (760
    )Exchange rate adjustment
    
    
    
    
    
    
    739
    
    
    
    552
    
    
    
    187July 1, 2006
    
    
    8,881
    
    
    
    58,832
    
    
    
    39,165
    
    
    
    19,667Adjustment
    
    
    (1,000
    )
    
    
    
    
    
    
    
    
    
    
    Charged
    
    
    
    
    
    
    
    
    
    
    9,155
    
    
    
    (9,155
    )Exchange rate adjustment
    
    
    
    
    
    
    4,868
    
    
    
    3,614
    
    
    
    1,254June 30, 2007
    
    
    7,881
    
    
    
    63,700
    
    
    
    51,934
    
    
    
    11,766Adjustment
    
    
    
    
    
    
    (108
    )
    
    
    (108
    )
    
    
    Acquired
    
    
    
    
    
    
    385
    
    
    
    
    
    
    
    385Charged
    
    
    
    
    
    
    
    
    
    
    4,639
    
    
    
    (4,639
    )Disposals
    
    
    
    
    
    
    (43,665
    )
    
    
    (43,665
    )
    
    
    Exchange rate adjustment
    
    
    
    
    
    
    (113
    )
    
    
    (430
    )
    
    
    317June 28, 2008
    
    $
    7,881
    
    
    $
    20,199
    
    
    $
    12,370
    
    
    $
    7,829
 F-33




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##### Table of Contents



Balance at
    
    
    
    
    
    
    
    
    
    
    Translation
    
    
    Balance atJune 30, 2007
    
    
    Disposals
    
    
    Additions
    
    
    and adjustments
    
    
    June 28, 2008(In thousands)Supply agreements
    
    $
    4,213
    
    
    $
    
    
    
    $
    
    
    
    $
    (187
    )
    
    $
    4,026Customer relationships
    
    
    1,059
    
    
    
    
    
    
    
    
    
    
    
    109
    
    
    
    1,168Customer databases
    
    
    132
    
    
    
    
    
    
    
    
    
    
    
    3
    
    
    
    135Core and current technology
    
    
    35,155
    
    
    
    (22,762
    )
    
    
    385
    
    
    
    (124
    )
    
    
    12,654Patent portfolio
    
    
    19,446
    
    
    
    (17,208
    )
    
    
    
    
    
    
    (22
    )
    
    
    2,216Customer contracts
    
    
    3,695
    
    
    
    (3,695
    )
    
    
    
    
    
    
    
    
    
    
    63,700
    
    
    
    (43,665
    )
    
    
    385
    
    
    
    (221
    )
    
    
    20,199Less accumulated amortization
    
    
    (51,934
    )
    
    
    43,665
    
    
    
    (4,639
    )
    
    
    538
    
    
    
    (12,370
    )Intangible assets, net
    
    $
    11,766
    
    
    $
    
    
    
    $
    (4,254
    )
    
    $
    317
    
    
    $
    7,829
 Balance at
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Translation
    
    
    Balance atJuly 1, 2006
    
    
    Impairment
    
    
    Disposals
    
    
    Additions
    
    
    Adjustment
    
    
    June 30, 2007(In thousands)Supply agreements
    
    $
    4,213
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    4,213Customer relationships
    
    
    1,051
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8
    
    
    
    1,059Customer databases
    
    
    132
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    132Core and current technology
    
    
    35,129
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    26
    
    
    
    35,155Patent portfolio
    
    
    14,612
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,834
    
    
    
    19,446Customer contracts
    
    
    3,695
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,69558,832
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,868
    
    
    
    63,700Less accumulated amortization
    
    
    (39,165
    )
    
    
    
    
    
    
    
    
    
    
    (9,155
    )
    
    
    (3,614
    )
    
    
    (51,934
    )Intangible assets, net
    
    $
    19,667
    
    
    $
    
    
    
    $
    
    
    
    $
    (9,155
    )
    
    $
    1,254
    
    
    $
    11,766
 Balance at
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Translation
    
    
    Balance atJuly 2, 2005
    
    
    Impairment
    
    
    Disposals
    
    
    Additions
    
    
    Adjustment
    
    
    July 1, 2006(In thousands)Supply agreements
    
    $
    4,157
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    56
    
    
    $
    4,213Customer relationships
    
    
    487
    
    
    
    
    
    
    
    
    
    
    
    539
    
    
    
    25
    
    
    
    1,051Customer databases
    
    
    132
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    132Core and current technology
    
    
    34,750
    
    
    
    (760
    )
    
    
    (929
    )
    
    
    1,695
    
    
    
    373
    
    
    
    35,129Patent portfolio
    
    
    14,377
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    235
    
    
    
    14,612Customer contracts
    
    
    3,645
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    50
    
    
    
    3,69557,548
    
    
    
    (760
    )
    
    
    (929
    )
    
    
    2,234
    
    
    
    739
    
    
    
    58,832Less accumulated amortization
    
    
    (29,538
    )
    
    
    
    
    
    
    929
    
    
    
    (10,004
    )
    
    
    (552
    )
    
    
    (39,165
    )Intangible assets, net
    
    $
    28,010
    
    
    $
    (760
    )
    
    $
    
    
    
    $
    (7,770
    )
    
    $
    187
    
    
    $
    19,667
 Goodwill
   Intangible Assets
  F-34




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##### Table of Contents



BOOKHAM, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Fiscal year ending
    
    Amounts(In thousands)2009
    
    $
    1,9042010
    
    
    1,6722011
    
    
    1,3442012
    
    
    6652013
    
    
    665Thereafter
    
    
    1,579Total expected future amortization
    
    $
    7,829
  Impairment of Goodwill and Other Intangible Assets
   15. Related Party Transactions
   PurchasesSales to
    
    from(In thousands)
    
    Nortel
    
    NortelJune 30, 2007
    
    $
    39,873
    
    
    $
    5,020July 1, 2006
    
    
    110,511
    
    
    
    
 Historical Transactions with Nortel
  On January 13, 2006, the Company entered into a third addendum to the Optical Components
Supply Agreement dated November 8, 2002 with Nortel Networks Limited (the Supply Agreement). This
third addendum obligated Nortel Networks to purchase $72 million of the Companys product during
the 2006 calendar year. The addendum also eliminated provisions requiring the Company to grant a
license for the assembly, test, post-processing and test intellectual property (excluding wafer
technology) of
 F-35




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##### Table of Contents




    
    At the time of the Companys acquisition of NNOC in November 2002, a
subsidiary of the Company issued a $30 million secured loan note due
November 8, 2005 (the $30m Note) and a $20 million unsecured loan
note due November 8, 2007 (the Original $20m Note) to affiliates of
Nortel Networks. In connection with the issuance of these notes, the
Company and Nortel Networks entered into security agreements with
respect to certain assets of the Company. In September 2004, the
Original $20m Note was exchanged for a $20 million note convertible
into shares of the Companys common stock (the New $20m Note);
    
    On December 2, 2004, (i) the $30m Note was amended and restated to,
among other things, extend the final maturity date by one year from
November 8, 2005 to November 8, 2006 and (ii) the New $20m Note was
amended and restated to, among other things, provide that it would not
convert into the Companys common stock (collectively, the Amended
and Restated Notes). The Amended and Restated Notes were secured by
the assets that secured the $30m Note, as well as certain additional
property, plant and equipment of the Company. The Amended and Restated
Notes also contained certain limitations, including restrictions on
asset sales and a requirement that the Company maintain a cash balance
of at least $25 million;
    
    On February 7, 2005, the Company, Bookham Technology plc and certain
of the Companys other subsidiaries entered into a Notes Amendment and
Waiver Agreement with Nortel Networks Corporation and Nortel Networks
UK Limited, relating to the $25 million cash balance covenant set
forth in the Amended and Restated Notes. Under the waiver, the
obligation to maintain this cash balance was waived until August 7,
2006; and
    
    On February 7, 2005, the Company also entered into an addendum (the
The First Addendum) to the Supply Agreement. The First Addendum
effected the following changes to the Supply Agreement:
 
    
    The term of the Supply Agreement was extended by one year to November
2006, provided that Nortel Networks obligation to purchase a
percentage of certain optical components from the Company was to
expire in accordance with the terms of the Supply Agreement in
November 2005;
    
    Nortel Networks provided the Company with a purchase commitment for
last time buys, or certain of the Companys discontinued products,
which Nortel Networks was obligated to purchase as these products were
manufactured and delivered. If the Company failed to meet milestones
set out in an agreed upon delivery schedule for last-time buy
products by more than 10% in aggregate revenue for three consecutive
weeks, and did not rectify the failure within 30 days, those products
would have been deemed critical products, subject to the relevant
provisions of the Supply Agreement described below.
  
    
    At Nortel Networks request, the Company agreed to increase its
manufacturing of critical product wafer in-feeds against a Nortel
Networks agreed upon manufacturing schedule. Upon manufacture and
placement into inventory, Nortel Networks agreed to pay a holding and
inventory fee pending Nortel Networks outright purchase of such
wafers. In addition, Nortel Networks could at its election supply any
capital equipment required in connection with the requisite inventory
buildup or extend the time period for meeting its demand if its demand
required the Company to increase its capital equipment to meet the
demand in the required time period;
    
    If at any time the Company (a) had a cash balance of less than
$25 million; (b) was unable to manufacture critical products in any
material respect, and that inability continued uncured for a period of
six weeks, or (c) was subject to an insolvency event, such as a
petition or assignment in bankruptcy, appointment of a trustee,
custodian or receiver, or entrance into an arrangement for the general
benefit of creditors, then the Company would have to grant a license
for the assembly, post-processing and test intellectual property (but
excluding wafer technology) of certain critical products to Nortel
Networks and to any designated alternative supplier;
 F-36




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##### Table of Contents




    
    If the Companys cash balance were less than $10 million or there were
an insolvency event, Nortel Networks Limited would have had the right
to buy all Nortel Networks inventory held by the Company, and the
Company would have had to grant a license to Nortel Networks Limited
or any alternative supplier for the manufacture of all products
covered by the First Addendum;
    
    The Companys licensing and related obligations would terminate on
February 7, 2007, unless the license had been exercised, in which case
they would terminate 24 months from the date the license was
exercised, provided that at that time, among other things, the Company
had a cash balance of $25 million and had been able to meet Nortel
Networks demand for the subject products; and
    
    Pursuant to the First Addendum, the Company was obligated to make
prepayments under the $30 million note and the $20 million note issued
to Nortel Networks UK Limited on a pro rata basis in the following
amounts upon the occasion of any one of the events described below:
 
    
    $1.0 million if the Company failed to deposit intellectual property
relating to all covered products in escrow and its cash balance was
below $10 million;
    
    $1.0 million in each case if (a) the Company failed to deliver 90% of
scheduled last time buys through April 2005, subject to cure
provisions (b) the Company failed to meet 90% of scheduled critical
component wafer manufacturing through August 2005, subject to cure
provisions, or (c) the Company failed to use commercially reasonable
efforts to provide for an alternative supplier of two identified
product lines when obligated to do so under the agreement; and
    
    $2.0 million in each case if (a) the Company failed to deliver 75% of
scheduled last time buys through August 2005, subject to cure
provisions, or (b) the Company failed to meet 75% of scheduled
critical product deliveries through November 2005, subject to cure
provisions.
 
    
    On March 28, 2005, the Company entered into a letter agreement (the
Letter Agreement) with Nortel Networks pursuant to which the Company
and Nortel Networks agreed to enter into definitive documentation
further amending certain terms of the supply agreement, the Amended
and Restated Notes and documentation related to the Amended and
Restated Notes, including the security agreements entered into in
connection with the Amended and Restated Notes;
    
    On May 2, 2005, the Company and Nortel Networks entered into
definitive agreements formally documenting the arrangements
contemplated by the Letter Agreement. The terms of the definitive
agreements were effective April 1, 2005 and include, among other
agreements including a security agreement, a further Addendum (the
Second Addendum) to the supply agreement and a Second Notes
Amendment and Waiver Agreement between the Company and Nortel Networks
relating to the Amended and Restated Notes (the Notes Agreement);
    
    The Second Addendum, which amended the terms and provisions of the
Supply Agreement as amended by the First Addendum, increased the
prices and adjusted the payment terms of certain products shipped to
Nortel Networks under the Supply Agreement. The increased prices and
adjusted payment terms continued for one year beginning April 1, 2005.
Such prices and payment terms were subject to termination if an event
of default occurred and continued under the Amended and Restated Notes
or if a change in control or bankruptcy event occurred;
 F-37




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##### Table of Contents




    
    Pursuant to the Second Addendum, Nortel Networks confirmed the
arrangements in the Letter Agreement to issue non-cancelable purchase
orders for last-time buys for certain products and other non
last-time buy products. The products were to be delivered to Nortel
Networks Limited over the next 12 months beginning on April 1, 2005.
This resulted in the issuance of a non-cancelable purchase order for
such products valued at approximately $100 million with approximately
$50 million of last-time buy products and $50 million for other non
last-time buy products. A specific delivery schedule was agreed for
the last-time buy products, however, the delivery schedule and
composition of the non last-time buy products was subject to change
as agreed between the parties. The Second Addendum also formally
confirmed increases in the prices and adjustments in the payment terms
of certain products shipped to Nortel Networks under the Supply
Agreement. Pursuant to the Notes Agreement, Nortel Networks UK Limited
waived through May 2, 2006 the terms of the Amended and Restated Notes
requiring prepayment in the event the Company raised additional
capital. This waiver applied to net proceeds of up to $75 million in
the aggregate, provided that the Company used such proceeds for
working capital purposes in the ordinary course of business. The
waiver would have terminated prior to May 2, 2006 if an event of
default had occurred and were continuing under the Amended and
Restated Notes or if a change in control or bankruptcy event
occurred; and
    
    The Notes Agreement further amended the Amended and Restated Notes to
provide that an event of default under the Supply Agreement would
constitute an event of default under the Amended and Restated Notes.
An event of default would occur under the Supply Agreement (and
therefore the Amended and Restated Notes) upon:
 
    
    the Companys intentional cessation of shipment of products to Nortel
Networks against an agreed delivery schedule;
    
    the Companys failure to deliver products pursuant to the Supply
Agreement to the extent that Nortel Networks would be entitled to
cancel all or part of an order, provided that Nortel Networks provided
written notice of such default;
    
    the Companys failure to meet a milestone for a last time buy product,
provided that Nortel Networks provided written notice of such default;
    
    the Companys breach of or default under any one of its material
obligations under the Supply Agreement which continued for more than
10 calendar days;
    
    any other default by the Company which would entitle Nortel Networks
to terminate the Supply Agreement; or
    
    any event of default under the Amended and Restated Notes.
 
    
    Pursuant to the Notes Agreement, the Company and certain of its
subsidiaries entered into security agreements securing the obligations
of the Company and its subsidiaries under the Amended and Restated
Notes and the Supply Agreement. These obligations were secured by the
assets already securing the obligations of the Company and its
subsidiaries under the Amended and Restated Notes as of December 2,
2004, as well as by Nortel Networks specific inventory and accounts
receivable under the Supply Agreement and the Companys real property
located in Swindon, United Kingdom. However, the Company was permitted
to sell the Swindon property provided that no event of default had
occurred and was continuing under the Amended and Restated Notes, and
provided that the Company used the proceeds of such sale for working
capital purposes in the ordinary course of business.
 16. Debt
   F-38




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##### Table of Contents




    
    On January 13, 2006, the Company paid Nortel Networks (UK) Limited
(NNUKL) all $20 million outstanding principal of, plus all accrued
interest on, the Amended and Restated Series A-2 Senior Secured Note
Due 2007 issued by the Company to NNUKL (the Series A Note), and the
Series A Note was retired and cancelled. The Company also paid NNUKL
all of the accrued interest on the Amended and Restated
  
    
    On January 13, 2006, the Company, Bookham Technology plc and certain
subsidiaries of Bookham Technology plc entered into a Release
Agreement (the Release Agreement) with Nortel Networks, NNKUL, and
certain of their affiliates (collectively, Nortel). Pursuant to the
Release Agreement, Nortel released its security interests in the
collateral securing the obligations of the Company and Bookham
Technology plc under the Series A Note, the Series B Note and the
Optical Components Supply Agreement dated November 8, 2002 (the
Supply Agreement) between Bookham Technology plc and Nortel Networks
Limited (NNL).
    
    On January 13, 2006, certain accredited institutional investors
entered into separate purchase agreements to purchase portions of the
Series B Note (the Note Purchasers) from NNUKL. Pursuant to the
terms of an Exchange Agreement, dated as of January 13, 2006 (the
Exchange Agreement), by and among the Company, Bookham Technology
plc and the Note Purchasers, the Company issued an aggregate of
5,120,793 shares of common stock and warrants to purchase an aggregate
of up to 686,000 shares of common stock (the Note Exchange Warrants)
to the Note Purchasers in exchange for the Series B Note, which was
retired and cancelled. The Note Exchange Warrants are exercisable from
July 13, 2006 to January 13, 2011 at an exercise price per share of
$7.00.
    
    Pursuant to the terms of a Securities Exchange Agreement, dated as of
January 13, 2006 (the Securities Exchange Agreement), by and among
the Company and the investors named therein (the Debenture Holders),
each of the Debenture Holders exercised its rights to convert a
portion of the Companys 7.0% Senior Unsecured Convertible Debentures
issued in December 2004 and held by such Debenture Holder (the
Debentures) into shares of common stock, resulting in the issuance
of an aggregate of 3,529,887 shares of common stock. Also pursuant to
the Securities Exchange Agreement, the Company paid the Debenture
Holders an aggregate of $1,717,663.16 in cash and issued to the
Debenture Holders an aggregate of 571,011 additional shares of common
stock and warrants (the Initial Warrants) to purchase up to
304,359 shares of common stock. The Initial Warrants are exercisable
from July 13, 2006 to January 13, 2011 at an exercise price per share
of $7.00. Subject to the approval of the Companys stockholders
pursuant to the rules of the NASDAQ Stock Market and the terms of the
Securities Exchange Agreement, each of the Debenture Holders agreed to
exercise its rights to convert the remaining portion of the
Debentures, which would result in the issuance of an aggregate of
178,989 additional shares of common stock. Also pursuant to the
Securities Exchange Agreement, at the time of such subsequent
conversion, the Company agreed to pay the Debenture Holders an
aggregate of $538,408.51 in cash and issue to the Debenture Holders an
aggregate of 1,106,477 shares of common stock to the Debenture Holders
and warrants to purchase an aggregate of up to 95,461 shares of common
stock, which would be exercisable on the same terms as the Initial
Warrants. The requisite stockholder approval was received on March 22,
2006 and the transactions described in the preceding two sentences
were consummated on March 23, 2006.
    
    In connection with these transactions, the Company paid $1.8 million
in fees to a third party broker.
    F-39




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##### Table of Contents




    
    On December 20, 2004, the Company closed a private placement of
$25.5 million of 7.0% senior unsecured convertible debentures and
warrants to purchase common stock which resulted in net proceeds of
$21.5 million. The Company forwarded $4.2 million of the proceeds to
Nortel Networks, paying a portion of the Series B Note owed as part of
the acquisition of NNOC. The Debentures were convertible into shares
of common stock at the option of the holder prior to the maturity of
the Debentures on December 20, 2007. The initial conversion price of
the debentures was $5.50 per share, which represented a premium of
approximately 16% over the closing price of the Companys common stock
on December 20, 2004. The holder also had a right of mandatory
redemption of unpaid principle and accrued and unpaid interest in the
event of a change in control or default, including penalties in the
event of a change in control ranging from ten percent to twenty
percent of the unpaid principle, as determined based on the timing of
the triggering event. The Company had a right to convert the
Debentures into shares of common stock under certain circumstances.
The warrants issued in connection with the sale of the debentures
provided holders thereof the right to purchase up to an aggregate of
2,001,963 shares of common stock and were exercisable during the five
years from the date of grant at an initial exercise price of $6.00 per
share, which represents a premium of approximately 26% over the
closing price of common stock on December 20, 2004.
    
    The valuation of the financial instruments issued in connection with
this private placement involved judgment affecting the carrying value
of each instrument on the balance sheet and the periodic interest
expense recorded. In order to determine the valuation of these
instruments the Company applied the guidance in Emerging Issues Task
Force, EITF Issue 98-5, Accounting for Convertible Securities with
Beneficial Conversion Features or Contingently Adjustable Conversion
Ratios and EITF Issue 00-27, Application of Issue 98-5 to Certain
Convertible Instruments to value the Debentures, the accompanying
warrants and the value of the convertibility element of the
Debentures. The Company first determined the fair value of the warrant
and its value relative to the Debenture. The Company chose to use the
Black-Scholes-Merton model to determine the value of the warrant which
requires the determination of the Companys stocks volatility and the
life of the instrument, among other factors. The Company determined
that its stocks historic volatility of 97% was representative of its
stocks future volatility and used the contractual term of five years
for the life of the instrument and a risk free interest rate of 2.89%.
The valuation independently derived from the Black-Scholes-Merton
model for the warrant was then compared to the face value of the
Debenture and a relative value of $5.4 million was assigned to the
warrants. The value of the conversion element of the Debenture was
determined based on the difference between the relative value of the
Debenture per share of $4.35 of the 4.6 million shares into which the
Debenture could have converted, compared to the fair market value per
share of $4.77 per share of the Companys common stock on the date on
which the Debentures were issued. The value of the conversion feature
of the Debenture was thereby determined to be $2.0 million. The value
of the warrants and the conversion feature were recorded as a discount
to the debt liability on the balance sheet and were amortized to
interest expense based on the life of the Debenture of three years. In
addition, the Company capitalized $1.9 million related to issuance
costs associated with the Debentures and warrants, which was being
amortized as part of interest expense for the term of the Debentures,
prior to the January 13, 2006 settlement of the Debentures, as
described above.
  Other Debt
  F-40




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##### Table of Contents



BOOKHAM, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 17. Quarter Summaries (unaudited)
 Three Months EndedJune 28,
    
    
    March 29,
    
    
    December 29,
    
    
    September 29,
    
    
    June 30,
    
    
    March 31,
    
    
    December 30,
    
    
    September 30,2008
    
    
    2008
    
    
    2007
    
    
    2007
    
    
    2007
    
    
    2007
    
    
    2006
    
    
    2006(In thousands, except per share data)Revenues
    
    $
    62,550
    
    
    $
    59,703
    
    
    $
    58,956
    
    
    $
    54,282
    
    
    $
    45,106
    
    
    $
    44,989
    
    
    $
    56,328
    
    
    $
    56,391Cost of revenues
    
    
    48,731
    
    
    
    46,320
    
    
    
    45,522
    
    
    
    41,945
    
    
    
    37,733
    
    
    
    40,707
    
    
    
    48,103
    
    
    
    46,950Gross profit
    
    
    13,819
    
    
    
    13,383
    
    
    
    13,434
    
    
    
    12,337
    
    
    
    7,373
    
    
    
    4,282
    
    
    
    8,225
    
    
    
    9,441Operating expenses:Research and development
    
    
    8,203
    
    
    
    7,570
    
    
    
    8,168
    
    
    
    8,692
    
    
    
    9,154
    
    
    
    10,853
    
    
    
    11,525
    
    
    
    11,493Selling, general and administrative
    
    
    12,742
    
    
    
    11,711
    
    
    
    12,162
    
    
    
    11,326
    
    
    
    10,837
    
    
    
    12,043
    
    
    
    12,081
    
    
    
    12,859Amortization of intangible assets
    
    
    622
    
    
    
    667
    
    
    
    1,353
    
    
    
    1,997
    
    
    
    1,956
    
    
    
    2,170
    
    
    
    2,484
    
    
    
    2,274Restructuring and severance charges
    
    
    1,020
    
    
    
    672
    
    
    
    562
    
    
    
    1,217
    
    
    
    1,872
    
    
    
    4,273
    
    
    
    1,301
    
    
    
    2,901Certain legal actions/(recovery), settlements and
related costs
    
    
    (3,813
    )
    
    
    54
    
    
    
    877
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    490Impairment/(recovery) of goodwill, other intangible
and other long-lived assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (280
    )
    
    
    
    
    
    
    
    
    
    
    1,901(Gain)/loss on sale of fixed assets
    
    
    (250
    )
    
    
    (596
    )
    
    
    (1,481
    )
    
    
    (235
    )
    
    
    (2,185
    )
    
    
    6
    
    
    
    270
    
    
    
    (1,100
    )Total operating expenses
    
    
    18,524
    
    
    
    20,078
    
    
    
    21,641
    
    
    
    22,997
    
    
    
    21,354
    
    
    
    29,345
    
    
    
    27,661
    
    
    
    30,818Operating loss
    
    
    (4,705
    )
    
    
    (6,695
    )
    
    
    (8,207
    )
    
    
    (10,660
    )
    
    
    (13,981
    )
    
    
    (25,063
    )
    
    
    (19,436
    )
    
    
    (21,377
    )Other income/(expense), net:Interest and other income/(expense), net
    
    
    2,841
    
    
    
    1,312
    
    
    
    2,973
    
    
    
    (294
    )
    
    
    389
    
    
    
    777
    
    
    
    (1,862
    )
    
    
    (1,517
    )Loss before income tax
    
    
    (1,864
    )
    
    
    (5,383
    )
    
    
    (5,234
    )
    
    
    (10,954
    )
    
    
    (13,592
    )
    
    
    (24,286
    )
    
    
    (21,298
    )
    
    
    (22,894
    )Income tax provision/(benefit)
    
    
    35
    
    
    
    17
    
    
    
    (47
    )
    
    
    
    
    
    
    22
    
    
    
    37
    
    
    
    50
    
    
    
    (4
    )Net loss
    
    $
    (1,899
    )
    
    $
    (5,400
    )
    
    $
    (5,187
    )
    
    $
    (10,954
    )
    
    $
    (13,614
    )
    
    $
    (24,323
    )
    
    $
    (21,348
    )
    
    $
    (22,890
    )Basic and diluted net loss per share
    
    $
    (0.02
    )
    
    $
    (0.05
    )
    
    $
    (0.06
    )
    
    $
    (0.13
    )
    
    $
    (0.17
    )
    
    $
    (0.35
    )
    
    $
    (0.31
    )
    
    $
    (0.38
    )Shares used to compute net loss per share
    
    
    99,604
    
    
    
    99,316
    
    
    
    90,963
    
    
    
    82,586
    
    
    
    82,454
    
    
    
    70,077
    
    
    
    68,635
    
    
    
    60,178
 F-41




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##### Table of Contents



Schedule II: Valuation and Qualifying Accounts


Years Ended June 28, 2008, July 30, 2007 and July 1, 2006


AdditionsBalance
    
    Exchange
    
    Charged to
    
    
    
    
    
    Balance atBeginning of
    
    Rate
    
    Cost and
    
    Deductions
    
    End ofYear
    
    Movement
    
    Expenses
    
    Write Offs
    
    Year(In thousands)Year ended June 28, 2008Allowance for doubtful accounts
    
    $
    831
    
    
    $
    
    
    
    $
    16
    
    
    $
    (564
    )
    
    $
    283Product returns
    
    
    370
    
    
    
    
    
    
    
    133
    
    
    
    (189
    )
    
    
    314Year ended June 30, 2007Allowance for doubtful accounts
    
    
    592
    
    
    
    (22
    )
    
    
    726
    
    
    
    (465
    )
    
    
    831Product returns
    
    
    398
    
    
    
    28
    
    
    
    112
    
    
    
    (168
    )
    
    
    370Year ended July 1, 2006Allowance for doubtful accounts
    
    
    445
    
    
    
    
    
    
    
    386
    
    
    
    (239
    )
    
    
    592Product returns
    
    
    281
    
    
    
    
    
    
    
    289
    
    
    
    (171
    )
    
    
    398






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##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Description of Exhibit3.1
    
    Amended and Restated Bylaws of Bookham, Inc., as
amended (previously filed as Exhibit 3.1 to
Annual Report on Form 10-K (file No. 30684) for
the year ended June 30, 2007 and incorporated
herein by reference)3.2
    
    Restated Certificate of Incorporation of Bookham,
Inc. (previously filed as Exhibit 3.1 to Current
Report on Form 8-K (file no. 000-30684) dated
September 10, 2004, and incorporated herein by
reference).10.1
    
    Agreement and Plan of Merger, dated September 21,
2003, by and among Bookham Technology plc,
Budapest Acquisition Corp. and New Focus, Inc.
(previously filed as Appendix A to Registration
Statement on Form F-4, as amended (file no.
333-109904) dated February 3, 2004, and
incorporated herein by reference).10.2
    
    Acquisition Agreement dated as of October 7, 2002
between Nortel Networks Corporation and Bookham
Technology plc (previously filed as Exhibit 1 to
Schedule 13D filed by Nortel Networks Corporation
on October 17, 2002, and incorporated herein by
reference).10.3*
    
    Letter Agreement dated November 8, 2002 between
Nortel Networks Corporation and Bookham
Technology plc amending the Acquisition Agreement
referred to in Exhibit 10.2 (previously filed as
Exhibit 4.2 to Amendment No. 2 to Annual Report
on Form 20-F (file no. 000-30684) for the year
ended December 31, 2002, and incorporated herein
by reference).10.4*
    
    Optical Components Supply Agreement dated
November 8, 2002, by and between Nortel Networks
Limited and Bookham Technology plc (previously
filed as Exhibit 4.3 to Amendment No. 1 to Annual
Report on Form 20-F (file no. 000-30684) for the
year ended December 31, 2002, and incorporated
herein by reference).10.5
    
    Relationship Deed dated November 8, 2002 between
Nortel Networks Corporation and Bookham
Technology plc (previously filed as Exhibit 4.4
to Annual Report on Form 20-F (file no.
000-30684) for the year ended December 31, 2002,
and incorporated herein by reference).10.6
    
    Registration Rights Agreement dated as of
November 8, 2002 among Nortel Networks
Corporation, the Nortel Subsidiaries listed on
the signature pages and Bookham Technology plc
(previously filed as Exhibit 4.5 to Annual Report
on Form 20-F (file no. 000-30684) for the year
ended December 31, 2002, and incorporated herein
by reference).10.7
    
    Agreement relating to the Sale and Purchase of
the Business of Marconi Optical Components
Limited, dated December 17, 2001, among Bookham
Technology plc, Marconi Optical Components
Limited and Marconi Corporation plc (previously
filed as Exhibit 4.1 to Annual Report on Form
20-F (file no. 000-30684) for the year ended
December 31, 2001, and incorporated herein by
reference).10.8
    
    Supplemental Agreement to the Agreement relating
to the Sale and Purchase of the Business of
Marconi Optical Components Limited, dated January
31, 2002, among Bookham Technology plc, Marconi
Optical Components Limited and Marconi
Corporation plc (previously filed as Exhibit 4.2
to Annual Report on Form 20-F (file no.
000-30684) for the year ended December 31, 2001,
and incorporated herein by reference).10.11
    
    Lease dated December 23, 1999 by and between
Silicon Valley Properties, LLC and New Focus,
Inc., with respect to 2580 Junction Avenue,
San Jose, California (previously filed as Exhibit
10.32 to Amendment No. 1 to Transition Report on
Form 10-K (file no. 000-30684) for the for the
transition period from January 1, 2004 to July 3,
2004, and incorporated herein by reference).10.12(1)
    
    2004 Employee Stock Purchase Plan (previously
filed as Exhibit 10.18 to Transition Report on
Form 10-K (file no. 000-30684) for the transition
period from January 1, 2004 to July 3, 2004, and
incorporated herein by reference).




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##### Table of Contents



ExhibitNumber
    
    Description of Exhibit10.13(1)
    
    2004 Sharesave Scheme (previously filed as
Exhibit 10.20 to Transition Report on Form 10-K
(file no. 000-30684) for the transition period
from January 1, 2004 to July 3, 2004, and
incorporated herein by reference).10.18(1)
    
    Principal Statement of Terms and Conditions dated
September 13, 2001 between Bookham Technology plc and
Stephen Abely, as amended on July 1, 2003 (previously
filed as Exhibit 10.29 to Transition Report on Form 10-K
(file no. 000-30684) for the transition period from
January 1, 2004 to July 3, 2004, and incorporated herein
by reference).10.20
    
    Securities Purchase Agreement, dated as of December 20,
2004, by and between Bookham, Inc. and the Investors (as
such term is defined therein) (previously filed as Exhibit
99.1 to Current Report on Form 8-K (file no. 000-30684)
dated December 10, 2004, and incorporated herein by
reference).10.21
    
    Registration Rights Agreement, dated as of December 20,
2004, by and between Bookham, Inc. and the Investors (as
such term is defined therein) (previously filed as Exhibit
99.2 to Current Report on Form 8-K (file no. 000-30684)
dated December 10, 2004, and incorporated herein by
reference).10.22
    
    Form of Warrant (previously filed as Exhibit 99.4 to
Current Report on Form 8-K (file no. 000-30684) dated
December 10, 2004, and incorporated herein by reference).10.23*
    
    Addendum to Optical Components Supply Agreement, dated as
of February 7, 2005, by and between Bookham Technology plc
and Nortel Networks Limited (previously filed as Exhibit
10.1 to Quarterly Report on Form 10-Q (file no. 000-30684)
for the quarter ended April 2, 2005, and incorporated
herein by reference).10.24(1)
    
    UK Subplan to the 2004 Stock Incentive Plan (previously
filed as Exhibit 10.4 to Quarterly Report on Form 10-Q
(file no. 000-30684) for the quarter ended April 2, 2005,
and incorporated herein by reference).10.29*
    
    Addendum to Optical Components Supply Agreement, dated as
of April 1, 2005, by and between Bookham Technology plc
and Nortel Networks Limited (previously filed as Exhibit
10.36 to Annual Report on Form 10-K (file no. 000-30684)
for the year ended July 2, 2005, and incorporated herein
by reference).




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##### Table of Contents



ExhibitNumber
    
    Description of Exhibit10.30(1)
    
    Contract of Employment between Bookham Technology
plc and Jim Haynes (previously filed as Exhibit
10.38 to Annual Report on Form 10-K (file no.
000-30684) for the year ended July 2, 2005, and
incorporated herein by reference).10.31
    
    Share Purchase Agreement dated August 10, 2005
among London Industrial Leasing Limited, Deutsche
Bank AG (acting through its London Branch) and
Bookham Technology plc (previously filed as
Exhibit 10.1 to Quarterly Report on Form 10-Q
(file no. 000-30684) for the quarter ended
October 1, 2005, and incorporated herein by
reference).10.32
    
    Loan Facility Agreement dated August 10, 2005
between City Leasing (Creekside) Limited and
Deutsche Bank AG, Limited, for a facility of up
to £18,348,132.33 (previously filed as Exhibit
10.2 to Quarterly Report on Form 10-Q (file no.
000-30684) for the quarter ended October 1, 2005,
and incorporated herein by reference).10.33
    
    Loan Facility Agreement dated August 10, 2005
between City Leasing (Creekside) Limited and
Deutsche Bank AG, Limited for a facility of up to
£42,500,000.00 (previously filed as Exhibit 10.3
to Quarterly Report on Form 10-Q (file no.
000-30684) for the quarter ended October 1, 2005,
and incorporated herein by reference).10.34
    
    Amended and Restated 2004 Stock Incentive Plan
(previously filed as Exhibit 10.1 to Quarterly
Report on Form 10-Q (file no. 000-30684) for the
quarter ended December 29, 2007, and incorporated
herein by reference).10.35(1)
    
    Form of Incentive Stock Option, Form of
Non-Statutory Stock Option, Form of Restricted
Stock Unit Agreement and Form of Restricted Stock
Agreement (previously filed as part of Exhibit
10.1 to Quarterly Report on Form 10-Q (file no.
000-30684) for the quarter ended December 31,
2005 and incorporated herein by reference).10.38(1)
    
    Restricted Stock Agreement dated November 11,
2005 between Bookham, Inc. and Jim Haynes
(previously filed as Exhibit 10.5 to Quarterly
Report on Form 10-Q (file no. 000-30684) for the
quarter ended December 31, 2005, and incorporated
herein by reference).10.42(1)
    
    Form of Indemnification Agreement, dated October
26, 2005, between Bookham, Inc. and each of
Giorgio Anania and Liam Nagle, (previously filed
as Exhibit 99.1 to Current Report on Form 8-K
(file no. 000-30684) filed on November 1, 2005,
and incorporated herein by reference).10.43*
    
    Addendum and Amendment to Optical Components
Supply Agreement, dated January 13, 2006, between
Nortel Networks Limited and Bookham Technology
plc (previously filed as Exhibit 10.1 to
Quarterly Report on Form 10-Q (file no.
000-30684) for the quarter ended April 1, 2006,
and incorporated herein by reference).10.44
    
    Registration and Lock-Up Agreement, dated as of
January 13, 2006, among Bookham Technology plc,
Bookham, Inc. and Nortel Networks Corporation
(previously filed as Exhibit 10.2 to Quarterly
Report on Form 10-Q (file no. 000-30684) for the
quarter ended April 1, 2006, and incorporated
herein by reference).




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##### Table of Contents



ExhibitNumber
    
    Description of Exhibit10.45
    
    Agreement for Sale and Leaseback dated as of
March 10, 2006, by and among Bookham Technology
plc, Coleridge (No. 24) Limited and Bookham, Inc.
(previously filed as Exhibit 10.3 to Quarterly
Report on Form 10-Q (file no. 000-30684) for the
quarter ended April 1, 2006, and incorporated
herein by reference).10.46
    
    Pre-emption Agreement dated as of March 10, 2006,
by and among Bookham Technology plc, Coleridge
(No. 24) Limited and Bookham, Inc. (previously
filed as Exhibit 10.4 to Quarterly Report on Form
10-Q (file no. 000-30684) for the quarter ended
April 1, 2006, and incorporated herein by
reference).10.47
    
    Lease dated as of March 10, 2006, by and among
Bookham Technology plc, Coleridge (No. 24)
Limited and Bookham, Inc. (previously filed as
Exhibit 10.5 to Quarterly Report on Form 10-Q
(file no. 000-30684) for the quarter ended April
1, 2006, and incorporated herein by reference).10.48
    
    Exchange Agreement, dated as of January 13, 2006,
by and among Bookham, Inc., Bookham Technology
plc and the Investors (as defined therein)
(previously filed as Exhibit 99.1 to Current
Report on Form 8-K (file no. 000-30684) filed on
January 17, 2006, and incorporated herein by
reference).10.49
    
    Form of Warrant (previously filed as Exhibit 99.2
to Current Report on Form 8-K (file no.
000-30684) filed on January 17, 2006, and
incorporated herein by reference).10.50
    
    Securities Exchange Agreement, dated as of
January 13, 2006, by and between Bookham, Inc.
and the Investors (as such term is defined
therein) (previously filed as Exhibit 99.3 to
Current Report on Form 8-K (file no. 000-30684)
filed on January 17, 2006, and incorporated
herein by reference).10.51
    
    Registration Rights Agreement, dated as of
January 13, 2006, by and between Bookham, Inc.
and the Investors (as such term is defined
therein) (previously filed as Exhibit 99.4 to
Current Report on Form 8-K (file no. 000-30684)
filed on January 17, 2006, and incorporated
herein by reference).10.52
    
    Form of Warrant (previously filed as Exhibit 99.5
to Current Report on Form 8-K (file no.
000-30684) filed on January 17, 2006, and
incorporated herein by reference).10.53
    
    Credit Agreement, dated as of August 2, 2006,
among Bookham, Inc., Bookham Technology plc, New
Focus, Inc. and Bookham (US), Inc., Wells Fargo
Foothill, Inc. and other lenders party thereto.
(previously filed as Exhibit 10.53 to Annual
Report on Form 10-K (file no. 000-30684) for the
year ended July 1, 2006, and incorporated herein
by reference).10.54
    
    Security Agreement, dated as of August 2, 2006,
among Bookham, Inc., Onetta, Inc., Focused
Research, Inc., Globe Y. Technology, Inc., Ignis
Optics, Inc., Bookham (Canada) Inc., Bookham
Nominees Limited and Bookham International Ltd.,
Wells Fargo Foothill, Inc. and other secured
parties party thereto. (previously filed as
Exhibit 10.54 to Annual Report on Form 10-K (file
no. 000-30684) for the year ended July 1, 2006,
and incorporated herein by reference).10.55
    
    Securities Purchase Agreement, dated as of August
31, 2006, by and among Bookham, Inc. and the
Investors (as defined therein) (previously filed
as Exhibit 99.1 to Current Report on Form 8-K
(file no. 000-30684) filed on September 5, 2006
and incorporated herein by reference).10.56
    
    Registration Rights Agreement, dated as of August
31, 2006, by and among Bookham, Inc. and the
Holders (as defined therein) (previously filed as
Exhibit 99.2 to Current Report on Form 8-K (file
no. 000-30684) filed on September 5, 2006 and
incorporated herein by reference).10.57
    
    Form of Warrant (previously filed as Exhibit 99.3
to Current Report on Form 8-K (file no.
000-30684) filed on September 5, 2006 and
incorporated herein by reference).10.58
    
    Securities Purchase Agreement, dated as of March
22, 2007, by and among Bookham, Inc. and the
Investors (as such term is defined therein)
(previously filed as Exhibit 99.1 to Current
Report on Form 8-K (file no. 000-30684) filed on
March 26, 2007 and incorporated herein by
reference).10.59
    
    Registration Rights Agreement, dated as of March
22, 2007, by and among Bookham, Inc. and the
Investors (as such term is defined therein)
(previously filed as Exhibit 99.2 to Current
Report on Form 8-K (file no. 000-30684) filed on
March 26, 2007 and incorporated herein by
reference).10.60
    
    Form of Warrant (previously filed as Exhibit 99.3
to Current Report on Form 8-K (file no.
000-30684) filed on March 26, 2007 and
incorporated herein by reference).10.61
    
    Letter Agreement, dated May 7, 2007, between
Bookham, Inc. and Peter Bordui (previously filed
as Exhibit 99.1 to Current Report on Form 8-K
(file no. 000-30684) filed on May 11, 2007 and
incorporated herein by reference).10.62(1)
    
    Employment Agreement, dated July 10, 2007,
between the Bookham, Inc. and Alain Couder
(previously filed as Exhibit 99.1 to Current
Report on Form 8-K (file no. 000-30684) filed on
July 11, 2007 and incorporated herein by
reference).10.63(1)
    
    Form of Indemnification Agreement, between Bookham, Inc.
and directors and executive officers (previously
filed as Exhibit 10.2 to Quarterly Report on Form
10-Q (file no. 000-30684) for the quarter ended
December 29, 2007 and incorporated herein by
reference).10.64(1)
    
    Form of Executive Severance and Retention
Agreement, between
Bookham, Inc. and its executive officers
(previously filed as Exhibit 10.1 to Quarterly
Report on Form 10-Q (file no. 000-30684) for the
quarter ended March 29, 2008 and incorporated
herein by reference).10.65(1)
    
    Summary of cash bonus plan (previously provided in Current Report on Form 8-K
(file no. 000-30684) filed on October 29, 2008 and incorporated herein by reference).10.66(1)
    
    Summary of cash bonus plan (previously provided in Current Report on Form 8-K
(file no. 000-30684) filed on January 25, 2008 and, with respect to the summary to the cash bonus plan, is
incorporated herein).




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##### Table of Contents



ExhibitNumber
    
    Description of Exhibit10.67(1)
    
    Summary of cash bonus plan (previously provided in Current Report on Form 8-K (file no.
000-30684) filed on July 25, 2008 and, with respect to the summary of the cash bonus plan,
incorporated herein by reference).16.1
    
    Letter from Ernst & Young LLP to the Securities and Exchange Commission dated February 13,
2008 (previously filed as Exhibit 16.1 to Current Report on Form 8-K (file no. 000-30684)
filed on February 14, 2008 and incorporated herein by reference).21.1
    
    List of Bookham, Inc. subsidiaries.23.1
    
    Consent of Independent Registered Public Accounting Firm.23.2
    
    Consent of Independent Registered Public Accounting Firm.31.1
    
    Rule 13a-14(a)/15(d)-14(a) Certification of Chief Executive Officer.31.2
    
    Rule 13a-14(a)/15(d)-14(a) Certification of Chief Financial Officer.32.1
    
    Section 1350 Certification of Chief Executive Officer.32.2
    
    Section 1350 Certification of Chief Financial Officer.
 
 *
    
    Confidential treatment requested as to certain portions, which
portions have been omitted and filed separately with the Commission.**
    
    The exhibits and schedules to this agreement were omitted by Bookham,
Inc. Bookham, Inc. agrees to furnish any exhibit or schedule to this
agreement supplementally to the Securities and Exchange Commission
upon written request.(1)
    
    Management contract or compensatory plan or arrangement.