UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-Q/A

(Amendment No. 1)







|(Mark | One)
|----- | ----

|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended December 29, 2012

OR



| ̈ | 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







LOGO

OCLARO, INC.

(Exact name of registrant as specified in its charter)







|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|Delaware                                                       |  | 20-1303994                             
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer Identification Number)

2560 Junction Avenue, San Jose, California 95134

(Address of principal executive offices, zip code)

(408) 383-1400

(Registrants telephone number, including area code)





Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days:    Yes  x    No   ̈

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files).    Yes  x    No   ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller
reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act (Check one):



|                        |  |                                                  |  |                           |  |  
|----------------------- |  | ------------------------------------------------ |  | ------------------------- |  | -
|Large accelerated filer |  |  ̈                                                |  | Accelerated filer         |  | x
|                        |  |                                                  | 
|Non-accelerated filer   |  |  ̈  (Do not check if a smaller reporting company) |  | Smaller reporting company |  |  ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act):    Yes   ̈    No  x

91,816,729 shares of common stock outstanding as of February 1, 2013









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EXPLANATORY NOTE

Oclaro, Inc. (the Company) is filing this Amendment No. 1 to Form 10-Q (this Amendment) to amend its
Quarterly Report on Form 10-Q for the quarterly period ended December 29, 2012 (the Form 10-Q), originally filed with the Securities and Exchange Commission (the Commission) on February 7, 2013. The purpose of this
Amendment is to file Exhibit 4.1, which was inadvertently omitted from the original filing of the Form 10-Q.

This Amendment
contains only the Cover Page to this Form 10-Q/A, this Explanatory Note, Item 6, the Signature Page and Exhibits 4.1, 31.1 and 31.2. No other changes have been made to the Form 10-Q. This Amendment speaks as of the original filing date of the
Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.



|ITEM 6. | EXHIBITS
|------- | --------

The exhibits filed as part of
this Quarterly Report on Form 10-Q, or incorporated by reference, are listed on the Exhibit Index immediately preceding such exhibits, which Exhibit Index is incorporated herein by reference.



2



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SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.



|                        |  |              |  |                                             
|----------------------- |  | ------------ |  | --------------------------------------------
|                        |  | OCLARO, INC.
|                        |  | (Registrant)
|                        |  |             
|Date: February 15, 2013 |  | By:          |  | /s/ JERRY TURIN                             
|                        |  |              |  | Jerry Turin                                 
|                        |  |              |  | Chief Financial Officer                     
|                        |  |              |  | (Principal Financial and Accounting Officer)



3



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EXHIBIT INDEX



|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description of Exhibit                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|              | 
|2.1           |  | Agreement and Plan of Merger dated March 26, 2012, among Oclaro, Inc., Tahoe Acquisition Sub, Inc. and Opnext, Inc. (previously filed as Exhibit 2.1 to Registrants
Current Report on Form 8-K filed on March 26, 2012 and incorporated herein by reference)                                                                                                                                                                                                                 
|              | 
|3.1           |  | Amended and Restated Bylaws of Oclaro, Inc., including Amendments No. 1 and No. 2 thereto (formerly Bookham, Inc.) (previously filed as Exhibit 3.1 to Registrants
Registration Statement on Form S-8 dated May 5, 2009 and incorporated herein by reference)                                                                                                                                                                                                                
|              | 
|3.2           |  | Amendment No. 3 to Amended and Restated By-Laws of Oclaro, Inc. (previously filed as Exhibit 3.1 to Registrants Current Report on Form 8-K filed on
July 28, 2011 and incorporated herein by reference).                                                                                                                                                                                                                                                                     
|              | 
|3.3           |  | Restated Certificate of Incorporation of Oclaro, Inc. (previously filed as Exhibit 3.2 to Registrants Annual Report on Form 10-K filed on September 1, 2010 and
incorporated herein by reference)                                                                                                                                                                                                                                                                            
|              | 
|3.4           |  | Certificate of Amendment to Restated Certificate of Incorporation of Oclaro, Inc. (previously filed as Exhibit 3.1 to Registrants Current Report on Form 8-K filed on
July 27, 2012 and incorporated herein by reference.)                                                                                                                                                                                                                                                   
|              | 
|4.1 (1)       |  | Indenture, dated December 14, 2012, entered into by Oclaro, Inc., Oclaro Luxembourg S.A., certain of Oclaro, Inc.s domestic and foreign subsidiaries and Wells Fargo Bank,
National Association                                                                                                                                                                                                                                                                              
|              | 
|10.1          |  | Registration Rights Agreement between Oclaro, Inc. and Hitachi, Ltd. (previously filed as Exhibit 10.1 to Registrants Current Report on Form 8-K filed on August 24, 2012
and incorporated herein by reference.)                                                                                                                                                                                                                                                             
|              | 
|10.2          |  | Purchase Agreement, dated December 14, 2012, entered into by Oclaro, Inc., Oclaro Luxembourg S.A., certain of Oclaro, Inc.s domestic and foreign subsidiaries and Morgan
Stanley & Co. LLC. (previously filed as Exhibit 10.2 to Registrants Quarterly Report on Form 10-Q filed on February 7, 2013 and incorporated herein by reference)                                                                                                                                  
|              | 
|10.3 (2)      |  | Second Amended and Restated Credit Agreement, dated as of November 2, 2012, by and among Oclaro, Inc., Oclaro Technology Limited, Wells Fargo Capital Finance, Inc. and other
lenders party thereto. (previously filed as Exhibit 10.3 to Registrants Quarterly Report on Form 10-Q filed on February 7, 2013 and incorporated herein by reference)                                                                                                                          
|              | 
|10.4          |  | Joinder Agreement, dated as of January 23, 2013, by and among Silicon Valley Bank and Wells Fargo Capital Finance, Inc. pursuant to the Second Amended and Restated Credit
Agreement, dated as of November 2, 2012, among Oclaro, Inc., Oclaro Technology Limited, each lender party thereto Wells Fargo Capital Finance, Inc. (previously filed as Exhibit 10.4 to Registrants Quarterly Report on Form 10-Q
filed on February 7, 2013 and incorporated herein by reference)
|              | 
|10.5 (2)      |  | Amendment Number One to Second Amended and Restated Credit Agreement and Amended and Restated Security Agreements, dated as of
January 23, 2013, by and among Oclaro, Inc., Oclaro Technology Ltd, Wells Fargo Capital Finance, Inc., Silicon Valley Bank and other
lenders party thereto. (previously filed as Exhibit 10.5 to Registrants Quarterly Report on Form 10-Q filed on February 7, 2013 and incorporated herein by reference)                                    



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|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|----------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|            | 
|10.6 (2)    |  | Security Agreement (Domestic), dated as of as of November 2, 2012, among Oclaro, Inc., Oclaro Photonics, Inc., Oclaro Technology, Inc., Oclaro (New Jersey), Inc., Oclaro (North
America), Inc., Mintera Corporation, Opnext, Inc., Pine Photonics Communications, Inc., Opnext Subsystems, Inc., Wells Fargo Capital Finance, Inc., Silicon Valley Bank and other lenders party thereto. (previously filed as Exhibit 10.6 to
Registrants Quarterly Report on Form 10-Q filed on February 7, 2013 and incorporated herein by reference)
|            | 
|10.7 (2)    |  | Security Agreement (Foreign), dated as of as of November 2, 2012, among Oclaro, Inc., Oclaro Technology Ltd., Bookham International, Ltd., Bookham Nominees Ltd., Oclaro
(Canada), Inc., Oclaro Innovations LLP, Wells Fargo Capital Finance, Inc. and other lenders party thereto. (previously filed as Exhibit 10.7 to Registrants Quarterly Report on Form 10-Q filed on February 7, 2013 and incorporated
herein by reference)                                                                                                      
|            | 
|10.8        |  | Asset Purchase Agreement between Oclaro, Inc. and II-VI Incorporated, Photop Technologies, Inc. (California) and Photop Koncent, Inc. (Fuzhou) (China) dated as of November 19,
2012. (previously filed as Exhibit 10.8 to Registrants Quarterly Report on Form 10-Q filed on February 7, 2013 and incorporated herein by reference)                                                                                                                                                                                                    
|            | 
|31.1 (1)    |  | Certification of Chief Executive Officer Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                                                                                                                                                                    
|            | 
|31.2 (1)    |  | Certification of Chief Financial Officer Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                                                                                                                                                                    
|            | 
|32.1        |  | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 (previously filed as Exhibit 32.1 to Registrants Quarterly Report on Form 10-Q filed on
February 7, 2013 and incorporated herein by reference)                                                                                                                                                                                                                                                                                                              
|            | 
|32.2        |  | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 (previously filed as Exhibit 32.2 to Registrants Quarterly Report on Form 10-Q filed on
February 7, 2013 and incorporated herein by reference)                                                                                                                                                                                                                                                                                                              
|            | 
|101.INS (3) |  | XBRL Instance Document                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|            | 
|101.SCH (3) |  | XBRL Taxonomy Extension Schema Document                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|            | 
|101.CAL (3) |  | XBRL Taxonomy Extension Calculation Linkbase Document                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|            | 
|101.DEF (3) |  | XBRL Taxonomy Extension Definition Linkbase Document                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|            | 
|101.LAB (3) |  | XBRL Taxonomy Extension Label Linkbase Document                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|            | 
|101.PRE (3) |  | XBRL Taxonomy Extension Presentation Linkbase Document                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   



|(1) | Filed herewith.
|--- | ---------------

|(2) | Portions of this exhibit have been omitted pursuant to a request for confidential treatment submitted to the Securities and Exchange Commission.
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|(3) | Pursuant to Rule 406T of Regulation S-T, XBRL (Extensible Business Reporting Language) information is furnished and not filed herewith, is not a part of a
registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under
these sections.
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