8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): September 13, 2005

Bookham, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	0-30684	20-1303994
(State or Other Juris- diction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2584 Junction Avenue, San Jose, California 95134
(Address of Principal Executive Offices)	(Zip Code)

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

Not Applicable.

(Former Name or Former Address, if Changed Since Last Report)

     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):

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

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

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

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

TABLE OF CONTENTS

	Item 8.01. Other Events.
	Item 9.01. Financial Statements and Exhibits
SIGNATURE
EXHIBIT INDEX
EX-99.1 Press Release dated September 13, 2005

Item 8.01. Other Events.

On September 13, 2005, Bookham, Inc. (the “Company”) announced that Ernst & Young LLP, its independent registered public accounting firm, issued an audit report dated September 8, 2005 with respect to its financial statements for the fiscal year ended July 2, 2005, the six-month period ended July 3, 2004, and for each of the two years in the period ended December 31, 2003 that included a going concern explanatory paragraph explaining the Company’s need to generate funds by raising equity capital and selling selected assets. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits

(c) Exhibits

99.1 Press Release issued by Bookham, Inc. on September 13, 2005.

SIGNATURE

     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.

	BOOKHAM, INC.
Date: September 13, 2005	By:		/s/ Stephen Abely
		Stephen Abely
		Chief Financial Officer

EXHIBIT INDEX

Exhibit No.		Description
	99.1	Press release issued by Bookham, Inc. on September 13, 2005.

EX-99.1

Exhibit 99.1

BOOKHAM ANNOUNCES THE FILING OF ITS FORM 10-K AND RELATED AUDITOR OPINION

SAN JOSE, Calif., – Sept. 13, 2005 – Bookham, Inc., (Nasdaq: BKHM), a leading provider of optical components, modules and subsystems, announced today that Ernst & Young LLP, its independent registered public accounting firm, issued an audit report dated September 8, 2005 with respect to its financial statements for the fiscal year ended July 2, 2005, the six-month period ended July 3, 2004, and each of the two years in the period ended December 31, 2003 that included a going concern paragraph explaining the Company’s need to generate funds by raising equity capital and selling selected assets.

This announcement is made in compliance with NASDAQ Marketplace Rule 4350(b), which requires that a public announcement be made regarding the receipt of an audit opinion that contains a going concern qualification.

About Bookham
Bookham, Inc. (Nasdaq: BKHM) designs, manufactures and markets optical components, modules and subsystems. The company’s optical components, modules and subsystems are used in various applications and industries, including telecommunications, data communications, aerospace, industrial and military. The Company has manufacturing facilities in the UK, US, China and Switzerland; and offices in the US, UK, Canada, China, France and Italy, and employs

www.bookham.com Thinking Optical Solutions™

approximately 2,000 people worldwide. More information on Bookham, Inc. is available at www.bookham.com.

Bookham is a registered trademark and all other Bookham product names and slogans are trademarks or registered trademarks of Bookham in the U.S.A. or other countries.

The registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. No securities may be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This news release shall not constitute an offer to sell, or the solicitation of an offer to buy any such securities, nor shall there be any sale of these securities in any state in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any such state.

Any statements in this press release about future expectations, plans and prospects for the Company, including statements containing the words “believes,” “anticipates,” “plans,” “expects,” “will,” and similar expressions, constitute forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including factors discussed in the Company’s most recent annual report filed with the SEC. In addition, the forward-looking statements included in this press release represent the Company’s views as of the date of this release. The Company anticipates that subsequent events and developments will cause the Company’s views to change. However, while the Company may elect to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Company’s views as of any date subsequent to the date of this release.

www.bookham.com Thinking Optical Solutions™

Contact:

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

Steve Abely
Bookham, Inc.
Chief Financial Officer
(408) 383-1400