- Filing of certain prospectuses and communications in connection with business combination transactions (425)
January 27 2009 - 5:07PM
Edgar (US Regulatory)
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)
January 27, 2009
AVANEX CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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000-29175
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94-3285348
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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40919 Encyclopedia Circle
Fremont, California 94538
(Address of principal executive offices, including
zip code)
(510) 897-4188
(Registrants telephone number, including area code)
(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):
x
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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On January 27, 2009, Bookham, Inc.
(Bookham) and Avanex Corporation (Avanex) issued a joint press release announcing that they have entered into an Agreement and Plan of Merger and Reorganization (the Merger Agreement), pursuant to which Bookham
and Avanex will combine their businesses through a merger of a newly formed, wholly owned subsidiary of Bookham with and into Avanex.
A copy of the joint
press release of Bookham and Avanex announcing the execution of the Merger Agreement is included herein as Exhibit 99.1 and is incorporated herein by reference.
The information required by Item 1.01 will be filed in a separate Current Report on Form 8-K.
Additional
Information and Where to Find It
In connection with the proposed transaction, Bookham and Avanex plan to file documents with the SEC, including the
filing by Bookham of a Registration Statement on Form S-4 containing a Joint Proxy Statement/Prospectus and each of Bookham and Avanex plan to file with the SEC other documents regarding the proposed transaction. Investors and security holders of
Bookham and Avanex are urged to carefully read the Joint Proxy Statement/Prospectus (when available) and other documents filed with the SEC by Bookham and Avanex because they will contain important information about the proposed transaction.
Investors and security holders may obtain free copies of these documents (when they are available) and other documents filed with the SEC at the SECs web site at www.sec.gov and by contacting Bookham Investor Relations at (408) 404-5400
or Avanex Investor Relations at (510) 897-4188. Investors and security holders may obtain free copies of the documents filed with the SEC on Bookhams website at www.bookham.com or Avanexs website at www.avanex.com or the SECs
website at www.sec.gov. Bookham, Avanex and their respective directors and executive officers may be deemed participants in the solicitation of proxies with respect to the proposed transaction. Information regarding the interests of these directors
and executive officers in the proposed transaction will be included in the Joint Proxy Statement/Prospectus described above. Additional information regarding the directors and executive officers of Bookham is also included in Bookhams proxy
statement for its 2008 Annual Meeting of Stockholders, which was filed with the SEC on September 18, 2008, and additional information regarding the directors and executive officers of Avanex is also included in Avanexs proxy statement for
its 2008 Annual Meeting of Stockholders, which was filed with the SEC on October 14, 2008, respectively.
Item 9.01
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Financial Statements and Exhibits
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(d) Exhibits
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Exhibit No.
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99.1
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Press release issued jointly by Bookham, Inc. and Avanex Corporation on January 27, 2009.
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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.
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AVANEX CORPORATION
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By:
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/s/ MARK WEINSWIG
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Mark Weinswig
Vice President, Finance and Treasurer
and Interim Chief Financial Officer
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Date: January 27, 2009
EXHIBIT INDEX
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Exhibit No.
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Description
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99.1
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Press release issued jointly by Bookham, Inc. and Avanex Corporation on January 27, 2009.
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