8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 8-K

Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 14, 2010

Oclaro, Inc.

(Exact name of registrant as specified in its charter)

000-30684
(Commission File Number)

Delaware
(State or other jurisdiction of
incorporation) 20-1303994
(I.R.S. Employer Identification No.)

2584 Junction Avenue, San Jose, California 95134
(Address of principal executive offices, including zip code)

(408) 383-1400
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On April 14, 2010, Oclaro, Inc. (“Oclaro”) issued a press release (the “Press Release”) updating its fiscal third quarter guidance.

The information disclosed under this Item 2.02, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.

Item 7.01 Regulation FD Disclosure.

On April 14, 2010 in the same Press Release, Oclaro announced a reverse stock split of its common stock. Oclaro expects that the reverse stock split will be effective at 6:00 p.m., Eastern Time, on the Nasdaq Global Market on April 29, 2010. Oclaro shares will begin trading on 2 post-split basis on April 30, 2010.

On April 14, 2010, Oclaro posted a Frequently Asked Questions (FAQs) about the reverse split on its internal employee intranet and on the investor relations section of its website.

The Press Release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. The FAQ is attached hereto as Exhibit 99.2 and is incorporated by reference herein.

The information disclosed under this Item 7.01, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.

Item 8.01 Other Events.

On April 14, 2010, Oclaro announced a 1-for-5 reverse split of its common stock. Oclaro expects that the reverse stock split will be effective at 6:00 p.m., Eastern Time, on the Nasdaq Global Market on April 29, 2010. Oclaro shares will begin trading on 2 post-split basis on April 30, 2010.

The Oclaro common stock will continue to trade on the Nasdaq Global Market following the reverse stock split. The reverse stock split will reduce the number of shares outstanding and result in a proportionate increase in the price per share of each share.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release of Oclaro, Inc., dated April 14, 2010, entitled “Oclaro Announces Reverse Stock Split; Narrows Quarterly Guidance”
99.2	Frequently Asked Questions, dated April 14, 2010, regarding the reverse stock split.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 14, 2010	OCLARO, INC.
	/s/ Jerry Turin
	Jerry Turin
	Chief Financial Officer

EXHIBIT LIST

Exhibit No.	Description
99.1	Press Release of Oclaro, Inc., dated April 14, 2010, entitled “Oclaro Announces Reverse Stock Split; Narrows Quarterly Guidance”
99.2	Frequently Asked Questions, dated April 14, 2010, regarding the reverse stock split.

EX-99.1

Exhibit 99.1

Oclaro Announces Reverse Stock Split; Announces
Preliminary Revenues for Third Quarter Fiscal 2010

SAN JOSE, Calif., — April 14, 2010 — Oclaro, Inc. (NASDAQ: OCLR), a provider of optical components, modules and subsystems to the telecom industry, today announced that its Board of Directors has approved a 1-for-5 reverse split of its common stock, pursuant to previously obtained stockholder authorization. The reverse stock split will be effective at 6:00 pm, Eastern Time, on April 29, 2010. Oclaro’s common stock will begin trading on NASDAQ on a split adjusted basis when the market opens on April 30, 2010, under the temporary trading symbol “OCLRD.” The trading symbol will revert to “OCLR” after approximately 20 trading days.

“By executing a reverse stock split we believe the higher share price will appeal to a broader universe of institutional investors,” said Alain Couder, President and CEO of Oclaro, Inc. “We also believe a lower share count will better reflect the progress of our anticipated earnings improvements on a per share basis.”

The Company also announced that based on its preliminary financial results for its fiscal third quarter, ended April 3, 2010, it expects revenue will be approximately $101.2 million. This compares with the original guidance range of $97 million to $102 million the Company provided on February 1, 2010, and revenue of $93.6 million reported for the second quarter of fiscal 2010, ended January 2, 2010.

“Demand remains strong across all our businesses and we continue to see improving order trends. Our revenue growth combined with crisp operational execution reinforces our confidence in achieving the 30 percent non-GAAP gross margin threshold in the June quarter,” said Mr. Couder.

Oclaro cautions that any preliminary financial results are based on the best information currently available and are subject to completion of its financial statements for the third quarter of fiscal 2010. Management plans to hold a conference call to discuss its third quarter fiscal 2010 financial results on April 29, 2010 at 1:30 pm Pacific Time. To listen to the live conference call, please dial (480) 629-9761. A replay of the conference call will be available through May 6, 2010. To access the replay, dial (303) 590-3030. The conference code for the replay is 4285135. A webcast of this call will be available in the investors section of Oclaro’s website at www.oclaro.com.

The reverse split will reduce the number of shares of the Company’s common stock outstanding from approximately 212 million to approximately 42 million. Proportional adjustments will be made to Oclaro’s outstanding stock options and other equity incentive awards, and its equity compensation plans.

Information For Stockholders

Upon execution, Oclaro stockholders will receive one new share of Oclaro common stock for every five shares held. Record holders of Oclaro common stock will receive a letter of transmittal shortly after the effective date with instructions for the exchange of stock certificates. Stockholders with shares in brokerage accounts will be contacted by their brokers with instructions. BNY Mellon Shareowner Services will act as the exchange agent, and can be contacted at (866) 298-4983 (domestic holders) or 1-201-680-6579 (international holders).

Oclaro will not issue fractional shares as a result of the reverse stock split. For record stockholders, the transfer agent for Oclaro’s common stock will aggregate all fractional shares and arrange for their sale on the open market shortly after the effective date. Following the sale, stockholders will receive a cash payment from the transfer agent in an amount equal to the stockholders’ pro rata share of the total net proceeds of these sales. No transaction costs will be assessed. Stockholders with shares held in brokerage accounts are encouraged to contact their brokers with any questions as some brokers may have different procedures for payment of fractional shares.

For more information on Oclaro’s reverse stock split, see the Reverse Stock Split FAQs in the investors section of the Company’s website at www.oclaro.com

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About Oclaro

Oclaro, Inc., with headquarters in San Jose, Calif., is a tier-one provider of high-performance optical components, modules and subsystems to the telecommunications market, and is one of the largest providers to metro and long-haul network applications. The company, formed on April 27, 2009 following the combination of Bookham, Inc. and Avanex Corporation, leverages proprietary core technologies and vertically integrated product development to provide its customers with cost-effective and innovative optical devices, modules and subsystems. Oclaro serves a broad customer base, combining in-house and outsourced manufacturing to maximize flexibility and drive improved gross margin. Its photonic technologies also serve selected high-growth markets, including industrial, defense, life sciences, medical and scientific, with diversification providing both significant revenue streams and strategic technological advantage. The company also provides a complete family of wavelength selective switches (WSS) capable of powering reconfigurable optical add/drop multiplexer (ROADM) applications over the entire optical network, from the edge to the core.

Oclaro is a global company, with cutting-edge chip fabrication facilities in the U.K., Switzerland and Italy, and manufacturing sites in the U.S., Thailand and China.

Safe Harbor Statement

This press release and the statements made by management contain statements about management’s future expectations, plans or prospects of Oclaro, Inc. and its business, and the assumptions underlying these statements, constitute forward-looking statements for the purposes of the safe harbor provisions of The Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements concerning (i) financial targets, including financial targets related to gross margin, (ii) revenue guidance for the fiscal quarter ending April 3, 2010, (iii) the expected timing of our proposed reverse stock split and its impact on our stock price, stockholder base and operating results, (iv) demand and order trends, and (v) statements containing the words “target,” “believe,” “plan,” “anticipate,” “expect,” “estimate,” “will,” “should,” “ongoing,” and similar expressions. There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements, including the impact of continued uncertainty in world financial markets and the resulting reduction in demand for our products, the future performance of Oclaro, Inc. following the closing of the mergers with Avanex Corporation and Xtellus Inc. and the Spectra-Physics asset swap, the inability to realize the expected benefits and synergies as a result of the mergers with Avanex Corporation and Xtellus Inc. and the Spectra-Physics asset swap, increased costs related to downsizing and compliance with regulatory compliance in connection with such downsizing, the lack of availability of credit or opportunity for equity based financing, market reaction to our proposed reverse stock split or unexpected delays in completing the reverse stock split, as well as the factors described in Oclaro’s most recent annual report on Form 10-K, most recent quarterly reports on Form 10-Q and other documents we periodically file with the SEC. The forward-looking statements included in this announcement represent Oclaro’s view as of the date of this release. Oclaro anticipates that subsequent events and developments may cause Oclaro’s views and expectations to change. However, Oclaro specifically disclaims any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this release.

Oclaro, Inc. Contact
Jerry Turin
Chief Financial Officer
(408) 383-1400
ir@oclaro.com

Investor Contact
Jim Fanucchi
Summit IR Group Inc.
(408) 404-5400
ir@oclaro.com

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EX-99.2

Exhibit 99.2

Oclaro, Inc.
Frequently Asked Questions Regarding Reverse Stock Split
April 14, 2010

What is a reverse stock split?

A reverse stock split reduces the total number of a company’s issued and outstanding common shares by combining several shares into one. After a reverse stock split, a stockholder has fewer but higher priced shares.

When was the reverse stock split approved?

At a Special Meeting of Stockholders held on April 27, 2009, our stockholders approved amendments to Oclaro’s restated certificate of incorporation that would effect a reverse stock split, with the exact split ratio to be determined by the Board.

At the annual meeting of Stockholders held on October 21, 2009, our stockholders voted to extend the authorization of our board of directors to effect a reverse stock split from April 27, 2010 to December 31, 2010.

On April 8, 2010, our Board of Directors determined that it was in the best interests of Oclaro and our stockholders to effect a 1-for-5 reverse split of the Oclaro Common Stock.

Why did the board authorize a reverse split?

We believe that the reverse stock split may be desirable for a number of reasons. First, we believe that a higher share price could broaden Oclaro’s appeal to investors, including institutional investors that oftentimes are constrained from buying stocks with a price less than $5 or $10 per share. Second, a reverse stock price will increase our earnings per share. This is because the share number, which is the denominator in this equation, becomes smaller. This means that any improvements in our earnings per share will be quantitatively larger, and may be more noticeable to the market. Third, we believe that the reverse stock split may reduce transaction costs for stockholders when they buy or sell our Common Stock.

What is the exchange ratio for the reverse stock split?

The reverse stock split exchange ratio is 1-for-5.

What is the effective date of the reverse stock split?

The reverse stock split will become effective at 6:00 p.m., Eastern Time, on April 29, 2010. Our shares will begin trading on a post-split basis on April 30, 2010.

What is the effect on stock trading?

For 20 trading days following the April 29, 2010 effective date of the reverse stock split, a “D” will be added to the end of our regular ticker symbol to indicate that a reverse split has recently taken place. As a result, during that time, our trading symbol will be “OCLRD.” After that our ticker symbol will revert back to “OCLR.”

Will the CUSIP number for Oclaro’s Common Stock change?

Yes. The new CUSIP number for Oclaro’s Common Stock will be 67555N 206.

What is the effect on the existing ownership of Oclaro?

The reverse stock split will affect all of our stockholders uniformly and will not affect any stockholder’s percentage ownership interest in Oclaro, except to the extent that the reverse stock split results in the payment of cash in lieu of fractional shares. Proportionate voting rights and other rights and preferences of the holders of our Common Stock will not be affected by the reverse stock split (other than as a result of the payment of cash in lieu of fractional shares).

How would a reverse split be expected to reduce transaction costs for investors?

By implementing the reverse stock split, stockholders who pay commissions based on the number of shares bought or sold may pay lower total commissions following the effectiveness of the reverse stock split. Lower commissions may also make our stock a more attractive investment to additional investors.

What is the impact of Oclaro’s reverse stock split on its outstanding shares of Common Stock?

The reverse stock split will reduce the number of outstanding shares of Oclaro Common Stock from approximately 212 million to approximately 42 million and will increase the trading price of Oclaro Common Stock.

What is the impact of Oclaro’s reverse stock split on its authorized shares of Common Stock?

The number of authorized shares of Common Stock will be reduced from 450 million to 90 million.

How will fractional shares of Oclaro Common Stock be treated in the reverse stock split?

Oclaro will not issue fractional shares as a result of the reverse stock split. For record stockholders, the transfer agent for Oclaro’s common stock will aggregate all fractional shares and arrange for their sale on the open market shortly after the effective date. Following the sale, these stockholders will receive a cash payment from the transfer agent in an amount equal to the stockholders’ pro rata share of the total net proceeds of these sales. No transaction costs will be assessed. Stockholders with shares held in brokerage accounts are encouraged to contact their brokers with any questions as some brokers may have different procedures for payment of fractional shares.

What are the tax consequences of the reverse stock split to Oclaro’s stockholders?

Generally, the reverse stock split itself will not have any tax consequences, other than for consequences attributable to any cash received in lieu of any fractional shares. The tax treatment of a stockholder may vary depending upon the particular facts and circumstances of such stockholder. Accordingly, each stockholder should consult his or her tax advisor to determine the particular tax consequences to him or her of a reverse stock split, including the application and effect of federal, state, local and/or foreign income tax and other laws.

Who should I call if I have questions regarding how the reverse stock split will impact my shares of Oclaro Common Stock?

If you are a record Oclaro stockholder (in other words, you hold the stock certificate(s) yourself or have your shares registered in a book entry account with our transfer agent), you should contact Oclaro’s transfer agent:

By Mail:	By Overnight Courier or By Hand:
BNY Mellon	BNY Mellon
PO Box 358300	Attn: Corporate Action Dept., 6th Floor
Pittsburgh, PA 15252	500 Ross Street
	Pittsburgh, PA 15262

Telephone: 1- 866-298-4983 (domestic holders)

1-201-680-6579 (foreign holders)

If you hold your shares in a brokerage account, you should contact your broker with questions.

If BNY Mellon Shareowner Services or your broker does not answer your questions to your satisfaction, you can also contact Oclaro’s Investor Relations Department at ir@oclaro.com

Note Regarding Forward-Looking Statements

This document contains statements about management’s future expectations, plans or prospects of Oclaro, Inc. and its business. These statements, and the assumptions underlying them, constitute forward-looking statements for the purposes of the safe harbor provisions of The Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements concerning the expected timing of our proposed reverse stock split and its impact on our stock price, stockholder base and operating results, and statements containing the words “target,” “believe,” “plan,” “anticipate,” “expect,” “estimate,” “will,” “should,” “ongoing,” and similar expressions. There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements, including market reaction to our proposed reverse stock split or unexpected delays in completing the reverse stock split, as well as the factors described in Oclaro’s most recent annual report on Form 10-K, most recent quarterly reports on Form 10-Q and other documents we periodically file with the SEC. The forward-looking statements included in this document represent Oclaro’s view as of its date. Oclaro anticipates that subsequent events and developments may cause Oclaro’s views and expectations to change. However, Oclaro specifically disclaims any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this document.