Stockholders' Equity

12 Months Ended

Jun. 28, 2014

Equity [Abstract]

Stockholders' Equity

STOCKHOLDERS’ EQUITY

Common Stock

On July 23, 2012, in connection with the Opnext acquisition, our stockholders approved an amendment to our restated certificate of incorporation to increase the number of authorized shares of Oclaro to 176.0 million, consisting of 175.0 million shares of common stock and 1.0 million shares of preferred stock.

On May 2, 2014, PECM Strategic Funding L.P. and Providence TMT Debt Opportunity Fund L.P., holders of warrants (the “Warrants”) to purchase shares of our common stock, exercised the Warrants in full. We delivered 978,457 shares of our common stock in connection with the cashless exercise of the Warrants.

On December 19, 2013, the holders of our convertible notes exercised their rights to exchange the convertible notes for our common stock. The exchange rate for the exchanges was 541.7118 shares of common stock per $1,000 in principal amount of convertible notes. We issued 13,542,791 shares of common stock in connection with the exchange, with cash payable in lieu of fractional shares.

During fiscal year 2013, we issued approximately 38.4 million shares of our common stock for all of the outstanding shares of Opnext common stock. We also issued approximately 4.3 million stock options and 0.2 million SARs in exchange for Opnext stock options and SARs. The fair value of the stock options and SARs was determined to be approximately $1.9 million as of the acquisition date, July 23, 2012. See Note 3, Business Combinations and Dispositions.

During the year ended June 29, 2013, we also issued 1.1 million shares of common stock under our 2011 Employee Stock Purchase Plan (ESPP) prior to suspending the ESPP program in the third quarter of fiscal year 2013, for total proceeds of $1.7 million. The ESPP is more fully discussed in Note 11, Employee Stock Plans.

In connection with our acquisition of Mintera, during fiscal year 2012 we issued 0.8 million shares of our common stock valued at $2.8 million to settle our 12 months earnout obligation. The transfer of these shares resulted in a $2.8 million increase to our additional paid-in capital and a corresponding decrease to our accrued expenses and other liabilities.

In connection with our acquisition of Xtellus Inc., during the first quarter of fiscal year 2012 we released 0.9 million shares of our common stock related to the settlement of our Xtellus escrow liability. The transfer of these shares resulted in a $7.0 million increase to our additional paid-in capital.

Preferred Stock

Our restated certificate of incorporation authorizes us to issue up to 1.0 million shares of preferred stock with designations, rights and preferences determined from time-to-time by our board of directors. To date, we have not issued any preferred stock.

Warrants

On May 6, 2013, we entered into Amendment Number Two to the Credit Agreement (refer to Note 7, Credit Line and Notes for further details), pursuant to which we issued warrants to purchase, in the aggregate, 1,836,000 shares of our common stock at an exercise price of $1.50 per share (subject to adjustment from time to time, as provided in the Warrants). The Warrants were issued by us in consideration of the Term Lenders entering into the Amendment and providing the Term Loan. The offer and sale of the Warrants was not registered under the Securities Act of 1933 in reliance upon the exemption from registration under Section 4(2) of the Securities Act as such transaction did not involve a public offering of securities. We also granted to the Term Lenders certain registration rights with respect to the Warrants.

The warrants were valued using the Black-Scholes pricing model, which were determined to have a value of $0.7 million as of the date of grant. On May 2, 2014, the Term Lenders exercised their Warrants. We delivered 978,457 shares of our common stock in connection with the cashless exercise of the Warrants.

The following table summarizes activity relating to warrants to purchase our common stock:

	Warrants Outstanding		Weighted- Average Exercise Price
	(Thousands)
Balance at July 2, 2011	1,398		$	16.18
Expired	(1,398	)	16.18
Balance at June 30, 2012	—		—
Granted	1,836		1.50
Balance at June 29, 2013	1,836		1.50
Exercised	(1,836	)	1.50
Balance at June 28, 2014	—		$	—

Accumulated Other Comprehensive Income

The components of accumulated other comprehensive income, net of tax, are as follows:

	June 28, 2014			June 29, 2013
	(Thousands)
Currency translation adjustments	$	46,490		$	45,719
Unrealized loss on marketable securities	(209		)	(105		)
Adjustment for Switzerland and Japan defined benefit plans	(417		)	(6,246		)
	$	45,864		$	39,368