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): July 10, 2018

OCLARO, INC.

(Exact name of Registrant as specified in its charter)

Delaware	000-30684	20-1303994
(State or other jurisdiction of incorporation or organization)	(Commission file number)	(I.R.S. Employer Identification Number)

225 Charcot Avenue, San Jose, California 95131

(Address of principal executive offices, zip code)

(408) 383-1400

(Registrant’s telephone number, including area code)

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 5.07. Submission of Matters to a Vote of Security Holders.

On July 10, 2018, Oclaro, Inc. (“Oclaro”) convened a Special Meeting of Stockholders (the “Special Meeting”). On May 15, 2018, the record date for the Special Meeting, there were 170,656,367 shares of Oclaro common stock issued and outstanding. A quorum was present at the Special Meeting. At the Special Meeting, Oclaro’s stockholders voted on the following proposals:

1. Merger Proposal. A proposal (the “Merger Proposal”) to adopt the Agreement and Plan of Merger, dated as of March 11, 2018, among Lumentum Holdings Inc. (“Lumentum”), Oclaro, Prota Merger Sub, Inc. (“Merger Sub”), and Prota Merger, LLC (“Merger Sub LLC”), as it may be amended from time to time (the “Merger Agreement”), which provides for the acquisition of Oclaro through (1) a merger of Merger Sub with and into Oclaro (the “First Step Merger”) with Oclaro surviving the First Step Merger, and (2), as soon as reasonably practicable following the First Step Merger, a merger of Oclaro with and into Merger Sub LLC (the “Second Step Merger,” and, together with the First Step Merger, the “Merger”), with Merger Sub LLC surviving as a direct wholly owned subsidiary of Lumentum.

2. Non-Binding, Advisory Approval of Compensation Payments. A proposal (the “Compensation Proposal”) to approve, on a non-binding, advisory basis, the compensation payments that will or may be made to Oclaro’s named executive officers in connection with the Merger.

3. Adjournment of the Special Meeting. A proposal (the “Adjournment Proposal”) to approve the adjournment of the Special Meeting, from time to time, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting to approve the Merger Proposal.

The following actions were taken by Oclaro’s stockholders with respect to each of the foregoing proposals presented for a vote at the Special Meeting:

Proposal 1. Oclaro’s stockholders approved the Merger Proposal. The table below sets forth the voting results.

	Shares Voted		% of Shares Outstanding as of the Record Date
For		112,007,055		65.63	%
Against		4,385,200		2.56	%
Abstentions		77,172		0.04	%

Proposal 2. Oclaro’s stockholders approved, on a non-binding advisory basis, the Compensation Proposal. The table below sets forth the voting results.

	Shares Voted		% of Shares Voting on the Matter
For		108,701,200		93.84	%
Against		7,127,394		6.15	%
Abstentions		640,833		—

Proposal 3. Oclaro’s stockholders approved the Adjournment Proposal. The table below sets forth the voting results.

	Shares Voted		% of Shares Voting on the Matter
For		103,288,508		89.13	%
Against		12,594,925		10.86	%
Abstentions		585,994		—

Adjournment of the Special Meeting was not necessary or appropriate because there were sufficient votes at the time of the Special Meeting to adopt the Merger Agreement.

Item 8.01. Other Events.

On July 10, 2018, Oclaro issued a press release announcing the results of the Special Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Exhibit Description
99.1	Press Release, dated July 10, 2018

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.

	OCLARO, INC.
Date: July 10, 2018	By:	/s/ David L. Teichmann
		David L. Teichmann
		Executive Vice President, General Counsel and Corporate Secretary

EX-99.1

Exhibit 99.1

Oclaro Stockholders Approve Merger Agreement with Lumentum

SAN JOSE, CA, July 10, 2018 – Oclaro, Inc. (NASDAQ: OCLR) (“Oclaro”) announced that, based on the vote tally from Oclaro’s Special Meeting of Stockholders held earlier today, Oclaro’s stockholders approved the merger agreement under which Lumentum Holdings Inc. (NASDAQ: LITE) (“Lumentum”) will acquire Oclaro. Stockholders also approved other proposals relating to the transaction.

Approximately 96.2% of voting Oclaro stockholders cast their votes in favor of the proposal to approve the merger agreement, representing approximately 65.6% of Oclaro’s outstanding common stock as of the record date for the Special Meeting of Stockholders.

Greg Dougherty, Oclaro CEO, commented, “Today our stockholders voted overwhelmingly to approve the combination of Oclaro and Lumentum. Together, we will be an even stronger player in fiber optic components and modules for high-speed communications and a market leader in 3D sensing. We are excited and optimistic about the opportunities this creates for all of our stakeholders, including stockholders, employees, customers and partners.”

The parties continue to expect the transaction to close in the second half of 2018, subject to receipt of regulatory approval in China and satisfaction of customary closing conditions.

About Oclaro

Oclaro, Inc. (NASDAQ: OCLR), is a leader in optical components and modules for the long-haul, metro and data center markets. Leveraging more than three decades of innovation in laser technology and photonics integration, Oclaro provides differentiated solutions for optical networks and high-speed interconnects driving the next wave of streaming video, cloud computing, application virtualization, and other bandwidth-intensive applications. For more information, visit http://www.oclaro.com/ or follow on Twitter at @OclaroInc.

Cautionary Note Regarding Forward-Looking Statements

This communication contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these words or other similar terms or expressions that concern Oclaro’s expectations, strategy, plans or intentions. Oclaro’s expectations and beliefs regarding these matters may not materialize, and actual results in future periods are subject to risks and uncertainties that could cause actual results to differ materially from those projected, including but not limited to: the risk that the transaction does not close, due to the failure of one or more conditions to closing or the failure of the businesses (including personnel) to be integrated

successfully after closing; the risk that synergies and non-GAAP earnings accretion will not be realized or realized to the extent anticipated; uncertainty as to the market value of the Lumentum merger consideration to be paid in the merger; the risk that required governmental approvals of the merger (including China antitrust approval) will not be obtained or that such approvals will be delayed beyond current expectations; the risk that following this transaction, Lumentum’s financing or operating strategies will not be successful; litigation in respect of either company or the merger; and disruption from the merger making it more difficult to maintain customer, supplier, key personnel and other strategic relationships.

The forward-looking statements contained in this press release are also subject to other risks and uncertainties, including those more fully described under the caption “Risk Factors” and elsewhere in our filings with the SEC, including the Proxy Statement/Prospectus, dated as of May 31, 2018, for the Special Meeting of Stockholders, filed on Schedule 14, our Annual Report on Form 10-K for the year ended July 1, 2017, which was filed with the SEC on August 18, 2017, our Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, which was filed with the SEC on May 8, 2018 and in the documents which are incorporated by reference therein. The forward-looking statements in this communication are based on information available to Oclaro as of the date hereof, and Oclaro disclaims any obligation to update any forward-looking statements, except as required by law.

Oclaro Investor Relations Contact:

Jim Fanucchi

Darrow Associates, Inc

(408) 404-5400

ir@oclaro.com