S-3MEF

As filed with the Securities and Exchange Commission on October 11, 2005

Registration No. 333-               

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Bookham, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	3674	20-1303994
(State or Other Jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer
Incorporation or Organization)	Classification Code Number)	Identification Number)

2584 Junction Avenue
San Jose, California 95134
(408) 383-1400

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Giorgio Anania
Chief Executive Officer
2584 Junction Avenue
San Jose, California 95134
(408) 383-1400

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

copies to:

John A. Burgess, Esq.	Stanton D. Wong, Esq.
Wendell C. Taylor, Esq.	A. Verona Dorch, Esq.
Wilmer Cutler Pickering Hale and Dorr LLP	Pillsbury Winthrop Shaw Pittman LLP
60 State Street	P.O. Box 7880
Boston, Massachusetts 02109	San Francisco, CA 94120
Telephone: (617) 526-6000	Tel: (415) 983-1000
Telecopy: (617) 526-5000	Fax: (415) 983-1200

     Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

     If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ¨

     If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. þ 333-127546

     If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨ ___

     If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

     If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. ¨

CALCULATION OF REGISTRATION FEE

		Proposed Maximum	Proposed Maximum
Title of Each Class of Securities	Amount To Be	Offering Price	Aggregate	Amount of
To Be Registered	Registered (1)	Per Share (2)	Offering Price (2)	Registration Fee
Common Stock, $0.01 par value per share	2,050,000 shares	$4.75	$9,737,500	$1,147

(1)	Includes 50,000 shares which the Underwriters have the option to purchase from the Company to cover over-allotments, if any.
(2)	Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457.

EXPLANATORY NOTE AND INCORPORATION BY REFERENCE

     This registration statement is being filed with respect to the registration of additional shares of common stock, par value $0.01 per share, of Bookham, Inc., a Delaware corporation, pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the earlier effective registration statement (File No. 333-127546) are incorporated in this registration statement by reference.

     The required opinions and consents are listed on an Exhibit Index attached hereto and filed herewith.

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on this 11th day of October, 2005.

BOOKHAM, INC.
By:	*
	Giorgio Anania
	Chief Executive Officer

POWER OF ATTORNEY AND SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*
Giorgio Anania	Chief Executive Officer and Director (Principal Executive Officer)	October 11, 2005
*	Chief Financial Officer
Stephen Abely	(Principal Financial and Accounting Officer)	October 11, 2005
*
Joseph Cook	Director	October 11, 2005
*
Lori Holland	Director	October 11, 2005
*
W. Arthur Porter	Director	October 11, 2005
*
Peter F. Bordui	Director	October 11, 2005

Signature		Title	Date
*
David Simpson		Director	October 11, 2005
*
Liam Nagle		Director	October 11, 2005
*By:	/s/ Stephen Abely		October 11, 2005
	Stephen Abely
	As Attorney-in-Fact

EXHIBIT INDEX

Exhibit No.	Description
5.1	— Opinion of Hale and Dorr LLP
23.1	— Consent of Hale and Dorr LLP (included in Exhibit 5.1)
23.2	— Consent of Ernst & Young LLP
24*	— Powers of Attorney

* Previously filed.

EX-5.1

Exhibit 5.1

October 11, 2005

Bookham, Inc.
2854 Junction Avenue
San Jose, CA 95134

Re: Registration Statement on Form S-3

Ladies and Gentlemen:

This opinion is furnished to you in connection with a Registration Statement on Form S-3 (File No. 333-            ) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), for the registration of 2,050,000 shares of Common Stock, $0.01 par value per share (the “Shares”), of Bookham, Inc., a Delaware corporation (the “Company”), including 50,000 Shares issuable upon exercise of an over-allotment option granted by the Company.

The Shares are to be sold by the Company pursuant to an underwriting agreement (the “Underwriting Agreement”) to be entered into by and among the Company and SG Cowen & Co., LLC and Merriman Curhan Ford & Co., as representatives of the several underwriters named in the Underwriting Agreement.

We are acting as counsel for the Company in connection with the issue and sale by the Company of the Shares. We have examined signed copies of the Registration Statement as filed with the Commission. We have also examined and relied upon the Underwriting Agreement, minutes of meetings of the stockholders and the Board of Directors of the Company as provided to us by the Company, stock record books of the Company as provided to us by the Company, the Certificate of Incorporation and By-Laws of the Company, each as restated and/or amended to date, and such other documents as we have deemed necessary for purposes of rendering the opinions hereinafter set forth.

In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, the authenticity of the originals of such latter documents and the legal competence of all signatories to such documents.

We express no opinion herein as to the laws of any state or jurisdiction other than the state laws of the Commonwealth of Massachusetts and the federal laws of the United States of America.

Bookham, Inc.
October 11, 2005
Page 2

Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly authorized for issuance and, when the Shares are issued and paid for in accordance with the terms and conditions of the Underwriting Agreement, the Shares will be validly issued, fully paid and nonassessable.

Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters. This opinion is based upon currently existing statutes, rules, regulations and judicial decisions, and we disclaim any obligation to advise you of any change in any of these sources of law or subsequent legal or factual developments which might affect any matters or opinions set forth herein.

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of our name therein and in the related Prospectus under the caption “Validity of Common Stock.” In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

Very truly yours,

WILMER CUTLER PICKERING
 HALE AND DORR LLP

By: /s/  Wendell C. Taylor       
Wendell C. Taylor, a Partner

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the reference to our firm under the caption “Experts” and to the use of our report dated September 8, 2005, with respect to the consolidated financial statements and schedule of Bookham, Inc. included the Registration Statement (Form S-3) and related Prospectus of Bookham, Inc. for the registration of up to 2,050,000 shares of its common stock and to the incorporation by reference therein of our reports dated September 8, 2005, with respect to the consolidated financial statements and schedule of Bookham, Inc., Bookham, Inc. management’s assessment of the effectiveness of internal control over financial reporting, and the effectiveness of internal control over financial reporting of Bookham, Inc., included in its Annual Report (Form 10-K) for the year ended July 2, 2005, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Reading, England
October 11, 2005

CORRESP

[Wilmer Cutler Pickering Hale and Dorr LLP Letterhead]

                     October 11, 2005

BY ELECTRONIC SUBMISSION
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

Re:	Bookham, Inc.
	Rule 462(b) Registration Statement on Form S-3

Ladies and Gentlemen:

     Submitted herewith for filing on behalf of Bookham, Inc. is a Registration Statement on Form S-3 filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), together with Bookham, Inc.’s certification pursuant to Rule 111 of the Securities Act. The file number of the earlier effective registration statement is 333-127546.

     Please advise Douglas Barry of Wilmer Cutler Pickering Hale and Dorr LLP at (617) 526-6501 immediately if you have any questions regarding this filing.

Very truly yours,

/s/ Douglas J. Barry

Douglas J. Barry
 

                     October 11, 2005

BY ELECTRONIC SUBMISSION
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549

Re:	Bookham, Inc.
	Rule 462(b) Registration Statement on Form S-3

Ladies and Gentlemen:

     Pursuant to Rule 111 of the Securities Act of 1933, as amended (the “Securities Act”), I, Stephen Abely, Chief Financial Officer of Bookham, Inc. (the “Company”) hereby certify, on behalf of the Company, that:

1.	The Company has instructed its bank to transmit to the Securities and Exchange Commission (the “Commission”) funds in the amount of $1,147 in full payment of the filing fee for the above-referenced Registration Statement. Such amount shall be transferred, no later than the close of business on October 12, 2005, to the Commission’s account at Mellon Bank pursuant to the wire transfer instructions set forth in Rule 3(a) of the Securities Act.
2.	The Company shall not revoke such wire transfer instructions.
3.	The Company has sufficient funds in its bank account to cover the amount of the filing fee set forth in paragraph 1 above.
4.	The Company undertakes to confirm receipt by its bank of such instructions during regular business hours on October 12, 2005.

BOOKHAM, INC.
By:	/s/ Stephen Abely
	Stephen Abely
	Chief Financial Officer