##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-Q
 
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the quarterly period ended March 28, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number 000-30684
 OCLARO, INC.
  Delaware
(State or other jurisdiction 
of incorporation or organization)
    
    20-1303994
(I.R.S. Employer
Identification Number)
 2584 Junction Avenue, San Jose, California 95134
 (408) 383-1400
 Bookham, Inc.
 
  þ o
  o o
  Large accelerated filer o
Accelerated filer þ
Non-accelerated filer o(Do not check if a smaller reporting company)
Smaller reporting company þ  o þ




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##### 



OCLARO, INC.
 TABLE OF CONTENTS
 PagePART I. FINANCIAL INFORMATIONItem 1.
    
    Financial Statements (Unaudited):Condensed Consolidated Balance Sheets as of March 28, 2009 and June 28, 2008
    
    3Condensed Consolidated Statements of Operations for the three and nine months ended March 28, 2009 and March 29, 2008
    
    4Condensed Consolidated Statements of Cash Flows for the nine months ended March 28, 2009 and March 29, 2008
    
    5Notes to Condensed Consolidated Financial Statements
    
    6Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    22Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    34Item 4.
    
    Controls and Procedures
    
    35PART II. OTHER INFORMATIONItem 1.
    
    Legal Proceedings
    
    35Item 1A.
    
    Risk Factors
    
    38Item 2.
    
    Submission of Matters to a Vote of Security Holders
    
    54Item 5.
    
    Other Information
    
    54Item 6.
    
    Exhibits
    
    54Signatures
    
    55EX-4.1EX-10.4EX-31.1EX-31.2EX-32.1EX-32.2
  2




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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 Item 1. Financial Statements (Unaudited)
 
 OCLARO, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
 March 28, 2009
    
    
    June 28, 2008ASSETSCurrent assets:Cash and cash equivalents
    
    $
    31,831
    
    
    $
    32,863Short-term investments
    
    
    5,936
    
    
    
    17,845Restricted cash
    
    
    514
    
    
    
    1,154Accounts receivable, net
    
    
    35,542
    
    
    
    45,665Inventories
    
    
    56,089
    
    
    
    59,612Prepaid expenses and other current assets
    
    
    3,436
    
    
    
    6,007Total current assets
    
    
    133,348
    
    
    
    163,146Goodwill
    
    
    
    
    
    
    7,881Other intangible assets, net
    
    
    1,789
    
    
    
    7,829Property and equipment, net
    
    
    31,029
    
    
    
    32,962Other non-current assets
    
    
    1,220
    
    
    
    272Total assets
    
    $
    167,386
    
    
    $
    212,090LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    14,577
    
    
    $
    21,501Accrued expenses and other liabilities
    
    
    20,842
    
    
    
    20,789Total current liabilities
    
    
    35,419
    
    
    
    42,290Other long-term liabilities
    
    
    3,028
    
    
    
    1,336Deferred gain on sale-leaseback
    
    
    13,628
    
    
    
    19,402Total liabilities
    
    
    52,075
    
    
    
    63,028Commitments and contingencies (Note 9)Stockholders equity:Preferred stock: 5,000 shares authorized; none issued
and outstanding
    
    
    
    
    
    
    Common stock:$0.01 par
value per share; 175,000 shares authorized;
100,881 shares issued and outstanding at March 28, 2009
100,740 shares issued and outstanding at June 28, 2008
    
    
    1,009
    
    
    
    1,007Additional paid-in capital
    
    
    1,166,735
    
    
    
    1,163,598Accumulated other comprehensive income
    
    
    24,695
    
    
    
    44,036Accumulated deficit
    
    
    (1,077,128
    )
    
    
    (1,059,579
    )Total stockholders equity
    
    
    115,311
    
    
    
    149,062Total liabilities and stockholders equity
    
    $
    167,386
    
    
    $
    212,090
  3




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##### Table of Contents



OCLARO, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 Three Months Ended
    
    
    Nine Months EndedMarch 28,
    
    
    March 29,
    
    
    March 28,
    
    
    March 29,2009
    
    
    2008
    
    
    2009
    
    
    2008Revenues
    
    $
    46,992
    
    
    $
    59,703
    
    
    $
    163,727
    
    
    $
    172,941Cost of revenues
    
    
    36,103
    
    
    
    46,320
    
    
    
    127,504
    
    
    
    133,787Gross margin
    
    
    10,889
    
    
    
    13,383
    
    
    
    36,223
    
    
    
    39,154Operating expenses:Research and development
    
    
    6,215
    
    
    
    7,570
    
    
    
    21,047
    
    
    
    24,430Selling,
general and administrative
    
    
    9,246
    
    
    
    11,711
    
    
    
    28,904
    
    
    
    35,199Amortization
of intangible assets
    
    
    264
    
    
    
    667
    
    
    
    1,171
    
    
    
    4,017Restructuring
and severance charges
    
    
    60
    
    
    
    672
    
    
    
    2,028
    
    
    
    2,451Legal settlements
    
    
    3,705
    
    
    
    54
    
    
    
    3,829
    
    
    
    931Impairment
of goodwill and other intangible
assets
    
    
    4,034
    
    
    
    
    
    
    
    11,915
    
    
    
    Gain on sale
of property and equipment
    
    
    (16
    )
    
    
    (596
    )
    
    
    (8
    )
    
    
    (2,312
    )Total operating expenses
    
    
    23,508
    
    
    
    20,078
    
    
    
    68,886
    
    
    
    64,716Operating loss
    
    
    (12,619
    )
    
    
    (6,695
    )
    
    
    (32,663
    )
    
    
    (25,562
    )Other income (expense):Other expense
    
    
    (5
    )
    
    
    
    
    
    
    (700
    )
    
    
    Interest income
    
    
    70
    
    
    
    414
    
    
    
    527
    
    
    
    1,160Interest expense
    
    
    (109
    )
    
    
    (97
    )
    
    
    (433
    )
    
    
    (484
    )Gain (loss)
on foreign exchange
    
    
    (599
    )
    
    
    995
    
    
    
    15,763
    
    
    
    3,315Total other income (expense)
    
    
    (643
    )
    
    
    1,312
    
    
    
    15,157
    
    
    
    3,991Loss before income taxes
    
    
    (13,262
    )
    
    
    (5,383
    )
    
    
    (17,506
    )
    
    
    (21,571
    )Income tax provision (benefit)
    
    
    19
    
    
    
    17
    
    
    
    43
    
    
    
    (30
    )Net loss
    
    $
    (13,281
    )
    
    $
    (5,400
    )
    
    $
    (17,549
    )
    
    $
    (21,541
    )Net loss per share:Basic and diluted
    
    $
    (0.13
    )
    
    $
    (0.05
    )
    
    $
    (0.18
    )
    
    $
    (0.24
    )Shares used in computing net loss per share:Basic and diluted
    
    
    100,420
    
    
    
    99,316
    
    
    
    100,280
    
    
    
    90,955
  4




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OCLARO, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 Nine Months EndedMarch 28, 2009
    
    
    March 29, 2008Cash flows from operating activities:Net loss
    
    $
    (17,549
    )
    
    $
    (21,541
    )Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:Depreciation and amortization
    
    
    9,833
    
    
    
    13,249Stock-based compensation
    
    
    3,303
    
    
    
    5,643Amortization of deferred gain on sale-leaseback
    
    
    (698
    )
    
    
    (801
    )Impairment of short-term investments
    
    
    706
    
    
    
    Impairment of goodwill and other intangible assets
    
    
    11,915
    
    
    
    Accretion on short-term investments
    
    
    (127
    )
    
    
    (37
    )Gain on sale of property and equipment
    
    
    (8
    )
    
    
    (2,312
    )Changes in operating assets and liabilities:Accounts receivable, net
    
    
    (1,181
    )
    
    
    (11,229
    )Inventories
    
    
    1,103
    
    
    
    (1,407
    )Prepaid expenses and other current assets
    
    
    2,010
    
    
    
    5,285Other assets
    
    
    (1,036
    )
    
    
    (44
    )Accounts payable
    
    
    (5,977
    )
    
    
    (1,663
    )Accrued expenses and other liabilities
    
    
    1,849
    
    
    
    (3,736
    )Net cash provided by (used in) operating activities
    
    
    4,143
    
    
    
    (18,593
    )Cash flows from investing activities:Purchases of property and equipment
    
    
    (8,475
    )
    
    
    (7,459
    )Proceeds from sales of property and equipment
    
    
    32
    
    
    
    2,713Purchases of available-for-sale investments
    
    
    (6,945
    )
    
    
    (14,029
    )Sales and maturities of available-for-sale investments
    
    
    18,300
    
    
    
    Transfer from restricted cash
    
    
    566
    
    
    
    4,875Net cash provided by (used in) investing activities
    
    
    3,478
    
    
    
    (13,900
    )Cash flows from financing activities:Proceeds from issuance of common stock, net
    
    
    
    
    
    
    40,787Proceeds from bank loan payable
    
    
    
    
    
    
    2,501Repayment of bank loan payable
    
    
    
    
    
    
    (4,313
    )Repayment of other loans
    
    
    (46
    )
    
    
    (28
    )Amount paid to repurchase shares from a former officer
    
    
    
    
    
    
    (2
    )Net cash provided by (used in) financing activities
    
    
    (46
    )
    
    
    38,945Effect of exchange rate on cash and cash equivalents
    
    
    (8,607
    )
    
    
    (3,720
    )Net increase (decrease) in cash and cash equivalents
    
    
    (1,032
    )
    
    
    2,732Cash and cash equivalents at beginning of period
    
    
    32,863
    
    
    
    36,631Cash and cash equivalents at end of period
    
    $
    31,831
    
    
    $
    39,363
  5




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##### Table of Contents



OCLARO, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 Note 1. Nature of Business
    Note 2. Basis of Preparation
     6




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Revenue Recognition for Financially Distressed Customers
 Revenue Recognition in Financial Statements
   Note 3. Fair Value
 Fair Value
Measurements,
   7




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Assets and Liabilities Measured at Fair Value on a Recurring Basis
  Fair Value Measurement at Reporting Date UsingQuoted Prices
    
    
    Significantin Active
    
    
    Other
    
    
    SignificantMarkets for
    
    
    Observable
    
    
    UnobservableIdentical Assets
    
    
    Inputs
    
    
    Inputs(Level 1)
    
    
    (Level 2)
    
    
    (Level 3)
    
    
    Total(thousands)Assets:Cash and cash equivalents (1):Money market funds
    
    $
    15,544
    
    
    $
    
    
    
    $
    
    
    
    $
    15,544Short-term investments:United States agency securities
    
    
    5,357
    
    
    
    
    
    
    
    
    
    
    
    5,357United States corporate bonds
    
    
    
    
    
    
    499
    
    
    
    80
    
    
    
    579Total assets measured at fair value
    
    $
    20,901
    
    
    $
    499
    
    
    $
    80
    
    
    $
    21,480Liabilities:Accrued expenses and other liabilitiesUnrealized loss on hedges
    
    $
    
    
    
    $
    2,301
    
    
    $
    
    
    
    $
    2,301Total liabilities measured at fair value
    
    $
    
    
    
    $
    2,301
    
    
    $
    
    
    
    $
    2,301
 
 (1)
    
    Excludes $16.3 million in cash held in Company bank accounts. Derivative Financial Instruments
  Accounting for Derivative Instruments and Hedging Activities Disclosures about Derivative Instruments and Hedging Activities
  8




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Note 4. Balance Sheet Details
  March 28, 2009
    
    
    June 28, 2008(thousands)Cash and cash equivalents:Cash-in-bank
    
    $
    16,287
    
    
    $
    16,361Money market funds
    
    
    15,544
    
    
    
    10,022Commercial paper
    
    
    
    
    
    
    6,480$
    31,831
    
    
    $
    32,863Short-term investments:United States agency securities
    
    $
    5,357
    
    
    $
    2,977United States corporate bonds
    
    
    579
    
    
    
    14,868$
    5,936
    
    
    $
    17,845
   March 28, 2009
    
    
    June 28, 2008(thousands)Inventories:Raw materials
    
    $
    19,189
    
    
    $
    21,140Work-in-process
    
    
    25,934
    
    
    
    24,786Finished goods
    
    
    10,966
    
    
    
    13,686$
    56,089
    
    
    $
    59,612
  March 28, 2009
    
    
    June 28, 2008(thousands)Property and equipment, net:Buildings
    
    $
    15,763
    
    
    $
    18,411Plant and machinery
    
    
    78,991
    
    
    
    78,652Fixtures, fittings and equipment
    
    
    953
    
    
    
    1,098Computer equipment
    
    
    11,470
    
    
    
    13,846107,177
    
    
    
    112,007Less: accumulated depreciation
    
    
    (76,148
    )
    
    
    (79,045
    )$
    31,029
    
    
    $
    32,962
  March 28, 2009
    
    
    June 28, 2008(thousands)Accrued expenses and other liabilities:Trade creditor accruals
    
    $
    2,569
    
    
    $
    4,090Compensation and benefits related accruals
    
    
    5,816
    
    
    
    6,724Warranty accrual
    
    
    2,020
    
    
    
    2,598Unrealized loss on hedges
    
    
    2,301
    
    
    
    Other accruals
    
    
    6,673
    
    
    
    5,657Current portion of restructuring accrual
    
    
    1,463
    
    
    
    1,720$
    20,842
    
    
    $
    20,789
 9




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Note 5. Goodwill and Other Intangible Assets
 Goodwill and Other Intangibles
    Accounting for the Impairment or
Disposal of Long-Lived Assets
 10




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Note 6. Restructuring Liabilities
  Accrued
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    AccruedRestructuring Costs
    
    
    Amounts Charged to
    
    
    Amounts Paid or
    
    
    Adjustments
    
    
    Restructuring Costsat June 28, 2008
    
    
    Restructuring Costs
    
    
    Written-off
    
    
    and Reversals
    
    
    at March 28, 2009(thousands)Lease cancellations and commitments
    
    $
    2,074
    
    
    $
    1,693
    
    
    $
    (1,041
    )
    
    $
    
    
    
    $
    2,726Termination payments to employees and
related costs
    
    
    754
    
    
    
    383
    
    
    
    (985
    )
    
    
    (53
    )
    
    
    99Total accrued restructuring charges
    
    
    2,828
    
    
    $
    2,076
    
    
    $
    (2,026
    )
    
    $
    (53
    )
    
    
    2,825Less non-current accrued restructuring
charges
    
    
    (1,108
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,362
    )Accrued restructuring charges included
within
accrued expenses and other liabilities
    
    $
    1,720
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    1,463
   Note 7. Accounting for Uncertainty in Income Taxes
 Accounting for Uncertainty in Income Taxes  an interpretation
of FASB Statement No. 109, Accounting for Income Taxes
   11




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Note 8. Credit Agreement
 Subsequent Events
    Note 9. Commitments and Contingencies
 Guarantees
 Guarantors Accounting and Disclosure Requirements
for Guarantees, Including Indirect Guarantees of Indebtedness to Others, an interpretation of FASB
Statements No. 5, 57 and 107 and a rescission of FASB Interpretation No. 34
 
    
    In connection with the sale by New Focus 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 has not historically paid out any
amounts related to this indemnification obligation and does not expect to in the future, therefore no accrual has been
made for this indemnification obligation.
 12




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
    
    The Company indemnifies its directors and certain employees as permitted by law, and has
entered into indemnification agreements with certain 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 indemnification
arrangements and does not expect to in the future. Costs associated with such
indemnification arrangements may be mitigated, in whole or only in part, 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 indemnification obligations and does not expect to in the
future, therefore no accrual has been made for these indemnification obligations.
 Provision for warranties
  Three Months Ended
    
    
    Nine Months EndedMarch 28,
    
    
    
    
    
    
    March 28,2009
    
    
    March 29, 2008
    
    
    2009
    
    
    March 29, 2008(thousands)Warranty provision  beginning of period
    
    $
    2,174
    
    
    $
    2,331
    
    
    $
    2,598
    
    
    $
    2,569Warranties issued
    
    
    558
    
    
    
    465
    
    
    
    2,180
    
    
    
    1,768Warranties utilized or expired
    
    
    (664
    )
    
    
    (152
    )
    
    
    (2,152
    )
    
    
    (1,702
    )Currency translation adjustment
    
    
    (48
    )
    
    
    73
    
    
    
    (606
    )
    
    
    82Warranty provision  end of period
    
    $
    2,020
    
    
    $
    2,717
    
    
    $
    2,020
    
    
    $
    2,717
 Litigation
     13




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Bookham, Inc. v. JDS
Uniphase Corp. and Agility Communications, Inc.
 TM
 14




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Note 10. Stock-based Compensation
 Share-Based Payment
 15




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Three Months Ended
    
    Nine Months EndedMarch 28,
    
    March 29,
    
    March 28,
    
    March 29,2009
    
    2008
    
    2009
    
    2008Expected life
    
    4.5 years
    
    4.5 years
    
    4.5 years
    
    4.5 yearsRisk-free interest rate
    
    
    1.9
    %
    
    
    3.1
    %
    
    
    2.8
    %
    
    
    3.6
    %Volatility
    
    
    84.6
    %
    
    
    73.0
    %
    
    
    74.0
    %
    
    
    75.2
    %Dividend yield
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
  Three Months Ended
    
    
    Nine Months EndedMarch 28,
    
    
    March 29,
    
    
    March 28,
    
    
    March 29,2009
    
    
    2008
    
    
    2009
    
    
    2008(thousands)Stock-based compensation by category of expense:Costs of revenues
    
    $
    290
    
    
    $
    380
    
    
    $
    969
    
    
    $
    1,703Research and development
    
    
    236
    
    
    
    243
    
    
    
    708
    
    
    
    1,337Selling, general and administrative
    
    
    536
    
    
    
    611
    
    
    
    1,626
    
    
    
    2,603$
    1,062
    
    
    $
    1,234
    
    
    $
    3,303
    
    
    $
    5,643Stock-based compensation by type of awardStock options
    
    $
    904
    
    
    $
    922
    
    
    $
    2,573
    
    
    $
    3,099Restricted stock awards
    
    
    136
    
    
    
    212
    
    
    
    566
    
    
    
    2,391Inventory adjustment to cost of revenues
    
    
    22
    
    
    
    100
    
    
    
    164
    
    
    
    153$
    1,062
    
    
    $
    1,234
    
    
    $
    3,303
    
    
    $
    5,643
   Awards
    
    
    Stock
    
    
    Weighted-
    
    
    Restricted Stock
    
    
    Weighted-Available
    
    
    Options
    
    
    Average
    
    
    Awards / Units
    
    
    Average GrantFor Grant
    
    
    Outstanding
    
    
    Exercise Price
    
    
    Outstanding
    
    
    Date Fair Value(thousands)
    
    
    (thousands)
    
    
    
    
    
    
    (thousands)Balances at June 28, 2008
    
    
    9,603
    
    
    
    6,822
    
    
    $
    5.87
    
    
    
    1,503
    
    
    $
    2.91Granted
    
    
    (3,621
    )
    
    
    3,621
    
    
    $
    1.42
    
    
    
    
    
    
    $
    Exercised or released
    
    
    
    
    
    
    
    
    
    $
    
    
    
    
    (861
    )
    
    $
    2.92Cancelled or forfeited
    
    
    1,065
    
    
    
    (936
    )
    
    $
    5.55
    
    
    
    (211
    )
    
    $
    4.38Balances at March 28, 2009
    
    
    7,047
    
    
    
    9,507
    
    
    $
    3.94
    
    
    
    431
    
    
    $
    2.47
 16




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##### Table of Contents



Weighted-Weighted-
    
    Average
    
    AggregateAverage
    
    Remaining
    
    IntrinsicShares
    
    Exercise Price
    
    Contractual Life
    
    Value(thousands)
    
    
    
    
    
    (years)
    
    (thousands)Options exercisable at March 28, 2009
    
    
    3,931
    
    
    $
    6.73
    
    
    
    6.6
    
    
    $
    Options expected to vest at March 28, 2009
    
    
    9,136
    
    
    $
    4.03
    
    
    
    6.7
    
    
    $
    67Options outstanding at March 28, 2009
    
    
    9,507
    
    
    $
    3.94
    
    
    
    7.9
    
    
    $
    74
  Note 11. Earnings (Loss) Per Share
 Earnings Per Share
   17




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##### Table of Contents



Note 12. Comprehensive Loss
  Three Months Ended
    
    
    Nine Months EndedMarch 28,
    
    
    March 29,
    
    
    March 28,
    
    
    March 29,2009
    
    
    2008
    
    
    2009
    
    
    2008(thousands)Net loss
    
    $
    (13,281
    )
    
    $
    (5,400
    )
    
    $
    (17,549
    )
    
    $
    (21,541
    )Other comprehensive income (loss):Unrealized gain (loss) on
currency instruments
designated as hedges
    
    
    1,635
    
    
    
    (74
    )
    
    
    (2,388
    )
    
    
    (296
    )Unrealized gain (loss) on
short-term investments
    
    
    (33
    )
    
    
    14
    
    
    
    11
    
    
    
    14Currency translation adjustments
    
    
    (1,649
    )
    
    
    3,123
    
    
    
    (16,964
    )
    
    
    3,685Comprehensive loss
    
    $
    (13,328
    )
    
    $
    (2,337
    )
    
    $
    (36,890
    )
    
    $
    (18,138
    )
 Note 13. Segments of an Enterprise and Related Information
 Disclosures about Segments of an Enterprise and Related Information
  Three Months Ended
    
    
    Nine Months EndedMarch 28,
    
    
    March 29,
    
    
    March 28,
    
    
    March 29,2009
    
    
    2008
    
    
    2009
    
    
    2008(thousands)RevenuesTelecom
    
    $
    36,621
    
    
    $
    43,878
    
    
    $
    126,294
    
    
    $
    129,410Non-telecom
    
    
    10,371
    
    
    
    15,825
    
    
    
    37,433
    
    
    
    43,531Consolidated revenues
    
    $
    46,992
    
    
    $
    59,703
    
    
    $
    163,727
    
    
    $
    172,941
 Three Months Ended
    
    
    Nine Months EndedMarch 28,
    
    
    March 29,
    
    
    March 28,
    
    
    March 29,2009
    
    
    2008
    
    
    2009
    
    
    2008(thousands)Operating lossTelecom
    
    $
    482
    
    
    $
    (7,849
    )
    
    $
    (6,691
    )
    
    $
    (23,651
    )Non-telecom
    
    
    (4,316
    )
    
    
    1,846
    
    
    
    (6,933
    )
    
    
    2,351Total segment operating loss
    
    
    (3,834
    )
    
    
    (6,003
    )
    
    
    (13,624
    )
    
    
    (21,300
    )Stock compensation
    
    
    (1,062
    )
    
    
    (1,234
    )
    
    
    (3,303
    )
    
    
    (5,643
    )Legal settlements
    
    
    (3,705
    )
    
    
    (54
    )
    
    
    (3,829
    )
    
    
    (931
    )Gain on sale of property and equipment
    
    
    16
    
    
    
    596
    
    
    
    8
    
    
    
    2,312Impairment of goodwill and other intangible
assets
    
    
    (4,034
    )
    
    
    
    
    
    
    (11,915
    )
    
    
    Consolidated operating loss
    
    $
    (12,619
    )
    
    $
    (6,695
    )
    
    $
    (32,663
    )
    
    $
    (25,562
    )
 18




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##### Table of Contents



Three Months Ended
    
    
    Nine Months EndedMarch 28,
    
    
    March 29,
    
    
    March 28,
    
    
    March 29,2009
    
    
    2008
    
    
    2009
    
    
    2008(thousands)United States
    
    $
    11,596
    
    
    $
    13,885
    
    
    $
    42,577
    
    
    $
    42,242Canada
    
    
    3,804
    
    
    
    8,998
    
    
    
    11,702
    
    
    
    30,454Europe:United Kingdom
    
    
    3,929
    
    
    
    2,471
    
    
    
    9,789
    
    
    
    6,735Other
    
    
    8,980
    
    
    
    10,629
    
    
    
    30,071
    
    
    
    28,979Asia:China
    
    
    15,058
    
    
    
    16,778
    
    
    
    42,490
    
    
    
    42,041Other
    
    
    3,608
    
    
    
    5,586
    
    
    
    16,871
    
    
    
    17,069Rest of world
    
    
    17
    
    
    
    1,356
    
    
    
    10,227
    
    
    
    5,421$
    46,992
    
    
    $
    59,703
    
    
    $
    163,727
    
    
    $
    172,941
  March 28, 2009
    
    
    June 28, 2008(thousands)United States
    
    $
    1,937
    
    
    $
    1,824China
    
    
    22,141
    
    
    
    20,443United Kingdom
    
    
    2,682
    
    
    
    6,296Other
    
    
    4,269
    
    
    
    4,399$
    31,029
    
    
    $
    32,962
 Significant Customers and Concentration of Credit Risk
    19




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Note 14. Recent Accounting Pronouncements
  Business Combinations Accounting for Assets Acquired and Liabilities
Assumed in a Business Combination That Arise from Contingencies
 Effective Date of FASB Statement No. 157
 Determination of the Useful Life of Intangible
Assets Goodwill and Other Intangible Assets
 Determining Fair Value When the Volume and Level
of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions
That Are Not Orderly Fair Value Measurements
 Interim Disclosures about Fair
Value of Financial Instruments
 Recognition and Presentation
of Other-Than-Temporary Impairments
 20




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##### Table of Contents



Note 15. Subsequent Events
 Merger of Oclaro Inc. and Avanex Corporation
     Renewal of Credit Agreement
   21




---



##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
  Overview
     22




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##### Table of Contents



Merger with Avanex Corporation
     Critical Accounting Policies
   Revenue Recognition for Financially Distressed Customers
 Revenue Recognition
in Financial Statements
  23




---



##### Table of Contents



Impairment of Goodwill and Other Intangible Assets
 Goodwill and Other Intangibles
    Accounting for the Impairment or Disposal of
Long-Lived Assets
 24




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##### Table of Contents



Recent Accounting Pronouncements
  Business Combinations Accounting for Assets Acquired and Liabilities
Assumed in a Business Combination That Arise from Contingencies
 Effective Date of FASB Statement No. 157 Fair Value Measurements
 Determination of the Useful Life of Intangible
Assets Goodwill and Other Intangible Assets
 Determining Fair Value When the Volume and Level
of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions
That Are Not Orderly Fair Value Measurements
 Interim Disclosures about Fair
Value of Financial Instruments
 Recognition and Presentation
of Other-Than-Temporary Impairments
 25




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##### Table of Contents



Results of Operations
  Three Months Ended
    
    
    
    
    
    
    IncreaseMarch 28, 2009
    
    
    March 29, 2008
    
    
    Change
    
    
    (Decrease)(thousands)
    
    
    %
    
    
    (thousands)
    
    
    %
    
    
    (thousands)
    
    
    %Revenues
    
    $
    46,992
    
    
    
    100.0
    
    
    $
    59,703
    
    
    
    100.0
    
    
    $
    (12,711
    )
    
    
    (21.3
    )Cost of revenues
    
    
    36,103
    
    
    
    76.8
    
    
    
    46,320
    
    
    
    77.6
    
    
    
    (10,217
    )
    
    
    (22.1
    )Gross margin
    
    
    10,889
    
    
    
    23.2
    
    
    
    13,383
    
    
    
    22.4
    
    
    
    (2,494
    )
    
    
    (18.6
    )Operating expenses:Research and development
    
    
    6,215
    
    
    
    13.2
    
    
    
    7,570
    
    
    
    12.7
    
    
    
    (1,355
    )
    
    
    (17.9
    )Selling, general and administrative
    
    
    9,246
    
    
    
    19.7
    
    
    
    11,711
    
    
    
    19.6
    
    
    
    (2,465
    )
    
    
    (21.0
    )Amortization of intangible assets
    
    
    264
    
    
    
    0.6
    
    
    
    667
    
    
    
    1.1
    
    
    
    (403
    )
    
    
    (60.4
    )Restructuring and severance charges
    
    
    60
    
    
    
    0.1
    
    
    
    672
    
    
    
    1.1
    
    
    
    (612
    )
    
    
    (91.1
    )Legal settlements
    
    
    3,705
    
    
    
    7.9
    
    
    
    54
    
    
    
    0.1
    
    
    
    3,651
    
    
    
    6,761.1Impairment of goodwill and other
intangible assets
    
    
    4,034
    
    
    
    8.6
    
    
    
    
    
    
    
    
    
    
    
    4,034
    
    
    
    n/m
    (1)Gain on sale of property
and equipment
    
    
    (16
    )
    
    
    
    
    
    
    (596
    )
    
    
    (1.0
    )
    
    
    580
    
    
    
    (97.3
    )Total operating expenses
    
    
    23,508
    
    
    
    50.1
    
    
    
    20,078
    
    
    
    33.6
    
    
    
    3,430
    
    
    
    17.1Operating loss
    
    
    (12,619
    )
    
    
    (26.9
    )
    
    
    (6,695
    )
    
    
    (11.2
    )
    
    
    (5,924
    )
    
    
    88.5Other income (expense):Other expense
    
    
    (5
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5
    )
    
    
    n/m
    (1)Interest income
    
    
    70
    
    
    
    0.1
    
    
    
    414
    
    
    
    0.7
    
    
    
    (344
    )
    
    
    (83.1
    )Interest expense
    
    
    (109
    )
    
    
    (0.2
    )
    
    
    (97
    )
    
    
    (0.2
    )
    
    
    (12
    )
    
    
    12.4Gain (loss) on foreign exchange
    
    
    (599
    )
    
    
    (1.3
    )
    
    
    995
    
    
    
    1.7
    
    
    
    (1,594
    )
    
    
    n/m
    (1)Total other income (expense)
    
    
    (643
    )
    
    
    (1.4
    )
    
    
    1,312
    
    
    
    2.2
    
    
    
    (1,955
    )
    
    
    n/m
    (1)Loss before income taxes
    
    
    (13,262
    )
    
    
    (28.3
    )
    
    
    (5,383
    )
    
    
    (9.0
    )
    
    
    (7,879
    )
    
    
    146.4Income tax provision
    
    
    19
    
    
    
    
    
    
    
    17
    
    
    
    
    
    
    
    2
    
    
    
    11.8Net loss
    
    $
    (13,281
    )
    
    
    (28.3
    )
    
    $
    (5,400
    )
    
    
    (9.0
    )
    
    $
    (7,881
    )
    
    
    145.9
 
 (1)
    
    Not meaningful. 26




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##### Table of Contents



Nine Months Ended
    
    
    
    
    
    
    IncreaseMarch 28, 2009
    
    
    March 29, 2008
    
    
    Change
    
    
    (Decrease)(thousands)
    
    
    %
    
    
    (thousands)
    
    
    %
    
    
    (thousands)
    
    
    %Revenues
    
    $
    163,727
    
    
    
    100.0
    
    
    $
    172,941
    
    
    
    100.0
    
    
    $
    (9,214
    )
    
    
    (5.3
    )Cost of revenues
    
    
    127,504
    
    
    
    77.9
    
    
    
    133,787
    
    
    
    77.4
    
    
    
    (6,283
    )
    
    
    (4.7
    )Gross margin
    
    
    36,223
    
    
    
    22.1
    
    
    
    39,154
    
    
    
    22.6
    
    
    
    (2,931
    )
    
    
    (7.5
    )Operating expenses:Research and development
    
    
    21,047
    
    
    
    12.8
    
    
    
    24,430
    
    
    
    14.1
    
    
    
    (3,383
    )
    
    
    (13.8
    )Selling, general and administrative
    
    
    28,904
    
    
    
    17.7
    
    
    
    35,199
    
    
    
    20.4
    
    
    
    (6,295
    )
    
    
    (17.9
    )Amortization of intangible assets
    
    
    1,171
    
    
    
    0.7
    
    
    
    4,017
    
    
    
    2.3
    
    
    
    (2,846
    )
    
    
    (70.8
    )Restructuring and severance charges
    
    
    2,028
    
    
    
    1.2
    
    
    
    2,451
    
    
    
    1.4
    
    
    
    (423
    )
    
    
    (17.3
    )Legal settlements
    
    
    3,829
    
    
    
    2.3
    
    
    
    931
    
    
    
    0.5
    
    
    
    2,898
    
    
    
    311.3Impairment of goodwill and other
intangible assets
    
    
    11,915
    
    
    
    7.3
    
    
    
    
    
    
    
    
    
    
    
    11,915
    
    
    
    n/m
    (1)Gain on sale of property
and equipment
    
    
    (8
    )
    
    
    
    
    
    
    (2,312
    )
    
    
    (1.3
    )
    
    
    2,304
    
    
    
    (99.7
    )Total operating expenses
    
    
    68,886
    
    
    
    42.0
    
    
    
    64,716
    
    
    
    37.4
    
    
    
    4,170
    
    
    
    6.4Operating loss
    
    
    (32,663
    )
    
    
    (19.9
    )
    
    
    (25,562
    )
    
    
    (14.8
    )
    
    
    (7,101
    )
    
    
    27.8Other income (expense):Other expense
    
    
    (700
    )
    
    
    (0.4
    )
    
    
    
    
    
    
    
    
    
    
    (700
    )
    
    
    n/m
    (1)Interest income
    
    
    527
    
    
    
    0.3
    
    
    
    1,160
    
    
    
    0.7
    
    
    
    (633
    )
    
    
    (54.6
    )Interest expense
    
    
    (433
    )
    
    
    (0.3
    )
    
    
    (484
    )
    
    
    (0.3
    )
    
    
    51
    
    
    
    (10.5
    )Gain on foreign exchange
    
    
    15,763
    
    
    
    9.6
    
    
    
    3,315
    
    
    
    1.9
    
    
    
    12,448
    
    
    
    375.5Total other income (expense)
    
    
    15,157
    
    
    
    9.2
    
    
    
    3,991
    
    
    
    2.3
    
    
    
    11,166
    
    
    
    279.8Loss before income taxes
    
    
    (17,506
    )
    
    
    (10.7
    )
    
    
    (21,571
    )
    
    
    (12.5
    )
    
    
    4,065
    
    
    
    (18.8
    )Income tax provision (benefit)
    
    
    43
    
    
    
    
    
    
    
    (30
    )
    
    
    
    
    
    
    73
    
    
    
    n/m
    (1)Net loss
    
    $
    (17,549
    )
    
    
    (10.7
    )
    
    $
    (21,541
    )
    
    
    (12.5
    )
    
    $
    3,992
    
    
    
    (18.5
    )
 
 (1)
    
    Not meaningful. Revenues
   27




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##### Table of Contents



Cost of Revenues
     Gross Margin
    28




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##### Table of Contents



Research and Development Expenses
    Selling, General and Administrative Expenses
    Restructuring and Severance Charges
  Legal Settlement
 Legal Proceedings
 29




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##### Table of Contents



Amortization of Intangible Assets
  Impairment of Goodwill and Other Intangible Assets
  Accounting for the Impairment or Disposal of
Long-Lived Assets
 Other Income (Expense)
   Income Tax Provision (Benefit)
  30




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Liquidity and Capital Resources
 Cash Flows from Operating Activities
 Nine Months EndedMarch 28,
    
    
    March 29,2009
    
    
    2008(thousands)Net loss
    
    $
    (17,549
    )
    
    $
    (21,541
    )Non-cash adjustments:Depreciation and amortization
    
    
    9,833
    
    
    
    13,249Stock-based compensation
    
    
    3,303
    
    
    
    5,643Amortization of deferred gain on sale-leaseback
    
    
    (698
    )
    
    
    (801
    )Impairment of short-term investments
    
    
    706
    
    
    
    Impairment of goodwill and other intangible assets
    
    
    11,915
    
    
    
    Accretion on short-term investments
    
    
    (127
    )
    
    
    (37
    )Gain on sale of property and equipment
    
    
    (8
    )
    
    
    (2,312
    )Total non-cash adjustments
    
    
    24,924
    
    
    
    15,742Change in operating assets and liabilities
    
    
    (3,232
    )
    
    
    (12,794
    )Net cash provided by (used in) operating activities
    
    $
    4,143
    
    
    $
    (18,593
    )
   Cash Flows from Investing Activities
   31




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##### Table of Contents



Cash Flows from Financing Activities
   Effect of Exchange Rates on Cash and Cash Equivalents for the Nine Months Ended March 28, 2009 and
March 29, 2008
   Credit Facility
     32




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##### Table of Contents



Future Cash Requirements
   Contractual Obligations
  Off-Balance Sheet Arrangements
   33




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##### Table of Contents



Item 3. Quantitative and Qualitative Disclosures About Market Risk
  Foreign currency
   Hedging Program
  34




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##### Table of Contents



Item 4 . Controls and Procedures
   
 PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings
     35




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##### Table of Contents



Bookham, Inc. v. JDS
Uniphase Corp. and Agility Communications, Inc.
 TM
  36




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##### Table of Contents



37




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##### Table of Contents



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 Quarterly Report on Form 10-Q . If any of the following risks actually occur, our
business, financial condition or results of operations would likely suffer. In that case, the
trading price of our common stock could fall.
 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.
   The combined company may not achieve strategic objectives, anticipated synergies and cost savings
and other expected benefits of the merger with Avanex.
   
    
    the inability to increase product sales;
    
    substantial demands on our management as a result of the merger that may limit their
time to attend to other operational, financial and strategic issues;
    
    difficulty in the integration of operational, financial and administrative functions and
systems to permit effective management, and the lack of control if such integration is not
implemented or delayed;
    
    difficulty in the global coordination of marketing, supply chain and sales efforts;
    
    potential conflicts between business cultures;
    
    unexpected liabilities associated with the acquired business or unanticipated costs
related to the integration;
    
    unfavorable reaction to the merger by third party manufacturers;
    
    employment law or regulations or other limitations in foreign jurisdictions that could
have an impact on timing, amounts or costs of achieving expected synergies.
  We may not be able to maintain current levels of gross margins.
  38




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##### Table of Contents



Our business and results of operations may be negatively impacted by general economic and financial
market conditions and such conditions may increase the other risks that affect our business.
    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.
  39




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##### Table of Contents



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 have significant manufacturing operations in China, which exposes us to risks inherent in doing
business in China.
  40




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##### Table of Contents




    
    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.
      Fluctuations in operating results could adversely affect the market price of our common stock.
   41




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The investment of our cash balance and our investments in marketable debt securities are subject to
risks which may cause losses and affect the liquidity of these investments.
    We may record impairment charges which would adversely impact our results of operations.
 Goodwill and Other Intangibles
 Accounting for the Impairment or Disposal of
Long-Lived Assets
   We may incur additional significant restructuring charges that will adversely affect our results of
operations.
  42




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##### Table of Contents



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.
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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.
  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.
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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.
  Bookham,
Inc. v. JDS Uniphase Corp. and Agility Communications, Inc.
  45




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TM
    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.
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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.
   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.
  We may be faced with product liability claims.
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If we fail to attract and retain key personnel, our business could suffer.
    We may not be able to raise capital when desired on favorable terms, or at all, or without dilution
to our stockholders.
    Oclaro may not successfully integrate Bookham and Avanex and may not realize the anticipated
benefits of the merger.
  
    
    demonstrating to our customers that the merger will not result in adverse changes in
client service standards or business focus and helping customers conduct business easily
with the combined company;
    
    consolidating and rationalizing corporate information technology, engineering and
administrative infrastructures;
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
    
    integrating product offerings;
    
    coordinating sales and marketing efforts to effectively communicate the capabilities of
the combined company;
    
    coordinating and integrating the supply chains;
    
    coordinating and integrating the manufacturing activities of the two companies,
including with respect to third party manufacturers;
    
    coordinating the international activities of the two companies;
    
    coordinating and rationalizing research and development activities to enhance
introduction of new products and technologies with reduced cost; and
    
    preserving important relationships of both Bookham and Avanex and resolving potential
conflicts that may arise.
  Sales of our products could decline if customer relationships are disrupted by the merger.
  As a result of the merger, we will be a larger and more geographically diverse organization, and if
our management is unable to manage the combined organization efficiently, its operating results
will suffer.
  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.
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Avanex previously experienced material weaknesses in its internal controls over financial
reporting. A lack of effective internal control over financial reporting by the combined company
could result in an inability to report our financial results accurately, which could lead to a loss
of investor confidence in our financial reports and have an adverse effect on our stock price.
   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.
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Some anti-takeover provisions contained in our charter, by-laws and under Delaware law could hinder
business combinations with third parties.
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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, including the global
macroeconomic downturn we are currently experiencing;
    
    low trading volume in our stock;
    
    developments relating to patents or property rights; and
    
    government regulatory changes.
  If we do not meet the NASDAQ Global Market continued listing requirements, our common stock may be
delisted.
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We may incur significant costs from class action litigation due to our expected stock volatility.
  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.
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Item 2. Submission of Matters to a Vote of Security Holders
   For
    
    Against
    
    Abstain60,378,009
    
    
    
    620,176
    
    
    
    2,031,698
  For
    
    Against
    
    Abstain59,841,110
    
    
    
    1,137,734
    
    
    
    2,051,039
  For
    
    Against
    
    Abstain59,663,123
    
    
    
    1,328,797
    
    
    
    2,037,963
  For
    
    Against
    
    Abstain55,732,542
    
    
    
    5,121,585
    
    
    
    2,175,648
 
 Item 5. Other Information
  
 Item 6. Exhibits
  54




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SIGNATURE
  OCLARO, INC.Date: May 7, 2009
    By:
    /s/ Jerry TurinJerry TurinChief Financial Officer
(Principal Financial and Accounting Officer) 55




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EXHIBIT INDEX


ExhibitNumber
    
    Description of Exhibit2.1(1)
    
    Agreement and Plan of Merger and Reorganization dated January 27, 2009 by and among Oclaro Inc. (formerly known as Bookham, Inc.), Ultraviolet Acquisition Sub, Inc., and Avanex Corporation3.1(2)
    
    Amended and Restated Bylaws of Oclaro, Inc., as amended3.2(3)
    
    Restated Certificate of Incorporation of Oclaro, Inc., as amended4.1
    
    Form of Replacement Warrant10.1(4)
    
    Form of Avanex Voting Agreement10.2(5)
    
    Form of Bookham Voting Agreement10.3(6)
    
    Amendment Number Three to Credit Agreement, dated as of April 27, 2009, by and among Wells Fargo Foothill, Inc., Bookham, Inc., Bookham Technology plc, New Focus, Inc. and Bookham (US), Inc.10.4
    
    Form of amendment to restricted stock award agreement issued pursuant to Amended and Restated 2004 Stock Incentive Plan.31.1
    
    Certification of Chief Executive Officer Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.31.2
    
    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 1350.32.2
    
    Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350.





|    |  |                                                                                                                                                                   
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) |  | Previously filed as Exhibit 2.1 to the Registrants Current Report on Form 8-K (File No.
000-30684) on January 29, 2009, and incorporated herein by reference.    
|   
|(2) |  | Previously filed as Exhibit 3.1 to the Registrants Registration Statement on Form S-8 (File
No. 333-158973) on May 4, 2009, and incorporated herein by reference.
|   
|(3) |  | Previously filed as Exhibit 3.2 to the Registrants Registration Statement on Form S-8 (File
No. 333-158973) on May 4, 2009, and incorporated herein by reference.
|   
|(4) |  | Previously filed as Exhibit 99.1 to the Registrants Current Report on Form 8-K (File No.
000-30684) on January 29, 2009, and incorporated herein by reference.   
|   
|(5) |  | Previously filed as Exhibit 99.2 to the Registrants Current Report on Form 8-K (File No.
000-30684) on January 29, 2009, and incorporated herein by reference.   
|   
|(6) |  | Previously filed as Exhibit 99.1 to the Registrants Current Report on Form 8-K (File No.
000-30684) on May 1, 2009, and incorporated herein by reference.