-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WK8kQ1QdUPV5xLJpZbo1Uc7WpdB0pIjjGBJWZbS5Jey/cTtYFX1PIlH2qLjW+KBb 4qapwpp1BW+O4OpGy2MZWg== 0000903423-02-000688.txt : 20021107 0000903423-02-000688.hdr.sgml : 20021107 20021107165801 ACCESSION NUMBER: 0000903423-02-000688 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20021107 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BOOKHAM TECHNOLOGY PLC CENTRAL INDEX KEY: 0001110647 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-51254 FILM NUMBER: 02812879 BUSINESS ADDRESS: STREET 1: 90 MILTON PARK ABINGDON STREET 2: 011-44-1235-827200 CITY: OXFORDSHIRE ENGLAND STATE: X0 ZIP: OX14 4RY FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NORTEL NETWORKS CORP CENTRAL INDEX KEY: 0000072911 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 621262580 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 8200 DIXIE ROAD SUITE 100 STREET 2: BRAMPTON CITY: ONTARIO CANADA STATE: A6 ZIP: L6T 5P6 BUSINESS PHONE: 9058631103 MAIL ADDRESS: STREET 1: 8200 DIXIE ROAD STREET 2: SUITE 100 BRAMPTON CITY: ONTARIO CANADA STATE: A6 ZIP: L6T 5P6 FORMER COMPANY: FORMER CONFORMED NAME: NORTHERN ELECTRIC CO LTD DATE OF NAME CHANGE: 19760324 FORMER COMPANY: FORMER CONFORMED NAME: NORTHERN TELECOM LTD DATE OF NAME CHANGE: 19940831 SC 13D/A 1 nortel13da_11-07.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 1)(1) Bookham Technology plc - -------------------------------------------------------------------------------- (Name of Issuer) Ordinary Shares, par value one third pence per share, and American Depositary Shares evidenced by American Depositary Receipts, each representing one Ordinary Share - -------------------------------------------------------------------------------- (Title of Class of Securities) 09856Q108 ------------------------------------------------------- (CUSIP Number) Deborah J. Noble Corporate Secretary Nortel Networks Corporation 8200 Dixie Road, Suite 100 Brampton, Ontario L6T 5P6 Canada (905) 863-1103 with a copy to: Paul J. Shim, Esq. Cleary, Gottlieb, Steen & Hamilton One Liberty Plaza New York, New York 10006 212-225-2000 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) November 5, 2002 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for other parties to whom copies are to be sent. (Continued on the following pages) (Page 1 of 9 Pages) (1) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 09856Q108 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Nortel Networks Corporation 62-12-62580 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Canada 7 SOLE VOTING POWER N/A NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY * OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH * 10 SHARED DISPOSITIVE POWER N/A 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON * 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) * 14 TYPE OF REPORTING PERSON CO * See Items 4 and 5 for explanation. Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and Regulations under the Exchange Act, Nortel Networks Corporation ("Nortel Networks") hereby amends its statement on Schedule 13D, dated October 17, 2002 (the "Schedule 13D"), relating to the ordinary shares, par value one third pence per share (the "Ordinary Shares"), of Bookham Technology plc, a corporation organized under the laws of England and Wales ("Bookham"). Unless otherwise indicated, all defined terms used herein shall have the same meanings ascribed to them in the Schedule 13D. Item 2. Identity and Background. Schedule I to the Schedule 13D is hereby replaced in its entirety with Schedule I to this Schedule. Item 3. Source and Amount of Funds or Other Consideration. Item 3 is hereby amended and restated in its entirety as follows: As described in the response to Item 4, pursuant to the Acquisition Agreement, Nortel Networks agreed to sell certain assets comprising a part of Nortel Networks' optical components business to Bookham and, in consideration thereof, among other things, Bookham will issue to Nortel Networks the securities as to which this Schedule relates. Item 4. Purpose of Transaction. Item 4 is hereby amended by inserting the following paragraph prior to the final paragraph thereof: On November 5, 2002, Bookham advised Nortel Networks that the condition to closing under the Acquisition Agreement that a majority of the holders of the outstanding Ordinary Shares shall have approved the Acquisition Agreement and certain related matters had been satisfied. Because such condition has been satisfied, Nortel Networks may be deemed to beneficially own at this time the 61,000,000 Ordinary Shares and any of the 9,000,000 Ordinary Shares underlying the Warrants to the extent such Warrants could be exercised, each to be issued at the closing under the Acquisition Agreement (the "Equity Consideration Securities"). The terms of the Warrants prohibit their exercise to the extent such exercise would result in Nortel Networks and persons acting in concert with Nortel Networks to hold 30% or more of the issued and outstanding Ordinary Shares. Nortel Networks hereby expressly declares, pursuant to Rule 13d-4 under the Exchange Act, that the filing of this Schedule shall not be construed as an admission that it is, for the purposes of Section 13(d) or Section 13(g) of the Exchange Act or otherwise, the beneficial owner of such securities. Item 5. Interest in Securities of the Issuer. Paragraphs (a) and (b) of Item 5 are hereby amended and restated in their entirety as follows: (a) - (b) As described above in Item 4, Nortel Networks may, as a result of the approval by a majority of the holders of the outstanding Ordinary Shares of the Acquisition Agreement and certain related matters, be deemed to beneficially own the Equity Consideration Securities, representing approximately 29.9% of the outstanding Ordinary Shares. Except as set forth in this Item 5, none of Nortel Networks or, to the best of Nortel Networks' knowledge, any of the individuals named in Schedule I hereto beneficially owns any Ordinary Shares of Bookham. SIGNATURES After reasonable inquiry, and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: November 7, 2002 NORTEL NETWORKS CORPORATION /s/ Katharine B. Stevenson ------------------------------- By: Katharine B. Stevenson Title: Treasurer /s/ Blair F. Morrison ------------------------------- By: Blair F. Morrison Title: Assistant Secretary SCHEDULE I NORTEL NETWORKS CORPORATION DIRECTORS AND EXECUTIVE OFFICERS The name, citizenship, present principal occupation or employment, and the name of any corporation or other organization in which such employment is conducted, of each of the directors and executive officers of Nortel Networks Corporation is set forth below. Unless otherwise indicated below, the business address of each director and executive officer is Nortel Networks Corporation, 8200 Dixie Road, Suite 100, Brampton, Ontario L6T 5P6, Canada.
Name and Citizenship Principal Occupation and Address - -------------------- -------------------------------- Directors James Johnston Blanchard Piper Rudnick LLP American 901-15th Street, N.W., Suite 700 Washington, D.C. 20005-2301 U.S.A Robert Ellis Brown President and Chief Executive Officer Canadian/British Bombardier Inc. 800 Rene-Levesque Boulevard West Montreal, Quebec H3B 1Y8 Canada John Edward Cleghorn Chairman of the Board Canadian SNC-Lavalin Group Inc. 200 Bay Street, South Tower, Suite 3115 Royal Bank Plaza Toronto, Ontario M5J 2J5 Canada Frank Andrew Dunn President and Chief Executive Officer Canadian Nortel Networks Corporation L. Yves Fortier Chairman & Senior Partner Canadian Ogilvy Renault 1981 McGill College Avenue, 12th Floor Montreal, Quebec H3A 3C1 Canada Robert Alexander Ingram Chief Operating Officer and President, American Pharmaceutical Operations GlaxoSmithKline 5 Moore Drive, Research Triangle Park, N.C. 27709 U.S.A. William Arthur Owens Co-Chief Executive Officer and Vice Chairman American Teledesic LLC 1445 120th Avenue N.E. Bellevue, Washington 98005 U.S.A. Guylaine Saucier 1321 Sherbrooke Street West, Apartment C-61 Canadian Montreal, Quebec H3G 1J4 Canada Sherwood Hubbard Smith, Jr. Chairman Emeritus American CP&L One Hanover Square Building 421 Fayetteville Street Mall Raleigh, N.C. 27601-1748 U.S.A. Lynton Ronald Wilson Chairman Canadian CAE Inc. 483 Bay Street (Chairman of the Board of Floor 7, North Tower Nortel Networks Corporation) Toronto, Ontario M5G 2E1 Canada Officers Frank Andrew Dunn President and Chief Executive Officer Canadian Douglas Charles Beatty Chief Financial Officer Canadian Nicholas John DeRoma Chief Legal Officer American D. Gregory Mumford Chief Technology Officer Canadian Pascal Debon President, Wireless Networks French Chahram Bolouri President, Global Customer Care & Supply Chain Operations Canadian Brian William McFadden President, Optical Networks Canadian Gary Richard Donahee President, Americas American Stephen Charles Pusey President, Europe, Middle East and Africa U.K. Susan Spradley President, Wireline Networks American Masood Ahmad Tariq President, Asia American/Canadian William John Donovan Senior Vice-President, Human Resources American Michael Jerard Gollogly Controller Canadian Adrian Joseph Donoghue General Auditor Canadian Katharine Berghuis Stevenson Treasurer Canadian/American Deborah Jean Noble Corporate Secretary Canadian Richard Clyde Ricks Chief Information Officer American Steven Leo Schilling President, Enterprise Accounts American Linda Faye Mezon Assistant Controller Canadian/American John Marshall Doolittle Vice President, Tax Canadian Blair Fraser Morrison Assistant Secretary Canadian MaryAnne Pahapill Assistant Treasurer Canadian
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