425 1 d425.htm FILED PURSUANT TO RULE 425 Filed pursuant to Rule 425

Filed by New Focus, Inc. Pursuant to Rule 425

Under the Securities Act of 1933

And Deemed Filed Pursuant to Rule 14a-6

Under the Securities Exchange Act of 1934

Subject Company: New Focus, Inc.

Commission File No.: 000-29811

 

This filing relates to a proposed merger (the “Merger”) between Bookham Technology plc (“Bookham”) and New Focus, Inc. (“New Focus”) pursuant to the terms of an Agreement and Plan of Merger, dated as of September 21, 2003, by and among Bookham, Budapest Acquisition Corp. and New Focus.

 

On March 5, 2004, New Focus made the following announcement:

 

UPDATE—New Focus, Inc. Stockholder Approval of Acquisition by Bookham Technology plc

 

San Jose, CA, USA: New Focus, Inc (“New Focus”) (NASDAQ: NUFO), a leading provider of photonics and microwave solutions to non-telecom diversified markets, is pleased to announce that, at the Special Meeting of New Focus stockholders held earlier today, stockholders passed all resolutions necessary to approve the acquisition of New Focus, Inc. by Bookham Technology plc (the “Acquisition”), as detailed in the proxy statement / prospectus sent to stockholders on or about February 5, 2004.

 

Bookham Technology plc (London:BHM.LNews) (NasdaqNM:BKHMNews) (“Bookham”), a leading provider of optical components, modules and subsystems for fibre optic communication networks, announced earlier today that, at the Extraordinary General Meeting of Bookham also held today, shareholders passed all resolutions necessary to approve the acquisition of New Focus, Inc.

 

Subject to satisfaction or waiver of the remaining conditions of the Acquisition, it is anticipated that completion of the Acquisition will take place on March 8, 2004 at 7am, London time.

 

Contacts:

 

New Focus, Inc.

Cissy Zhang, 408-919-2736


Additional Information And Where To Find It:

 

On February 4, 2004, Bookham Technology plc filed a joint proxy statement / prospectus with the Securities and Exchange Commission in connection with the merger transaction involving Bookham Technology and New Focus. This joint proxy statement / prospectus was declared effective by Securities and Exchange Commission and has been mailed to New Focus shareholders. Investors and security holders are urged to read this joint proxy statement / prospectus because it contains important information about the merger. Investors and security holders may obtain free copies of these documents and other documents filed with the Securities and Exchange Commission at the Securities and Exchange Commission’s web site at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the Securities and Exchange Commission by Bookham Technology by contacting Bookham Technology Investor Relations at + 44 (0) 1235 837000. Investors and security holders may obtain free copies of the documents filed with the Securities and Exchange Commission by New Focus, Inc. by contacting New Focus Investor Relations at (408) 919-2736 or investor@newfocus.com.

 

Bookham Technology and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of New Focus in connection with the merger. Information regarding the special interests of these directors and executive officers in the merger will be included in the proxy statement/prospectus of Bookham Technology and New Focus described above. Additional information regarding the directors and executive officers of Bookham Technology is also included in Bookham Technology’s Annual Report on Form 20-F, which was initially filed with the Securities and Exchange Commission on March 19, 2003, as amended by the Annual Report on Form 20-F/A filed with the Securities and Exchange Commission on September 10, 2003 and October 22, 2003. This document is available free of charge at the Securities and Exchange Commission’s web site at www.sec.gov and from Bookham Technology by contacting Bookham Technology Investor Relations at + 44 (0) 1235 837000.

 

New Focus and its directors and executive officers also may be deemed to be participants in the solicitation of proxies from the stockholders of New Focus in connection with the merger. Information regarding the special interests of these directors and executive officers in the reorganization transaction described herein is included in the proxy statement/prospectus of Bookham Technology and New Focus described above. Additional information regarding these directors and executive officers is also included in New Focus’s proxy statement for its 2003 Annual Meeting of Stockholders, which was filed with the Securities and Exchange Commission on or about April 11, 2003. This document is available free of charge at the Securities and Exchange Commission’s web site at www.sec.gov and from New Focus by contacting New Focus Investor Relations at (408) 919-2736 or investor@newfocus.com.