Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 5)(1)
Bookham, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $0.01 Par Value Per Share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
09856Q108
--------------------------------------------------------------------
(CUSIP Number)
Gordon A. Davies
Corporate Secretary
Nortel Networks Corporation
8200 Dixie Road, Suite 100
Brampton, Ontario L6T 5P6
Canada
(905) 863-1144
- --------------------------------------------------------------------------------
with a copy to:
Paul J. Shim, Esq.
Cleary, Gottlieb, Steen & Hamilton
One Liberty Plaza
New York, New York 10006
212-225-2000
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications)
December 2, 2004
--------------------------------------------------------------------
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for other
parties to whom copies are to be sent.
(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
- -------------------
CUSIP No. 09856Q108
- -------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Nortel Networks Corporation
62-12-62580
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
7 SOLE VOTING POWER
3,999,999
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON N/A
WITH
9 SOLE DISPOSITIVE POWER
3,999,999
10 SHARED DISPOSITIVE POWER
N/A
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,999,999
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.9%*
14 TYPE OF REPORTING PERSON
CO
* Calculated, pursuant to Exchange Act Rule 13(d)(1)(i), on the basis of
(a) the total number of Shares issued and outstanding as reported in the
Quarterly Report on Form 10-Q of Bookham filed with the Securities and
Exchange Commission on November 12, 2004 and (b) the 3,999,999 Shares held
by Nortel.
Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General
Rules and Regulations under the Exchange Act, Nortel Networks Corporation
("Nortel Networks") hereby amends its statement on Schedule 13D, dated October
17, 2002 (the "Schedule 13D"), as amended by Amendment No. 1 dated November 7,
2002, by Amendment No. 2 dated November 8, 2002, by Amendment No. 3 dated July
3, 2003 and by Amendment No. 4 dated June 24, 2004 relating to the shares of
common stock, $0.01 par value (the "Shares"), of Bookham, Inc., a corporation
organized under the laws of Delaware ("Bookham"). Unless otherwise indicated,
all defined terms used herein shall have the same meanings ascribed to them in
the Schedule 13D.
Item 2. Identity and Background.
Schedule I to the Schedule 13D is hereby replaced in its
entirety with Schedule I to this Schedule.
Paragraphs (d) and (e) of Item 2 are hereby amended and
restated in their entirety as follows:
(d)-(e) Except as described herein, during the last five
years, neither Nortel Networks, nor, to the knowledge of Nortel Networks, any of
the persons listed on Schedule I hereto (i) has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) has
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, Federal or State securities laws or finding
any violation with respect to such laws. Except for William Frederick McCauley,
Tracy Connelly McGilley and Tracey Lynn Vickruck, all persons listed on Schedule
I hereto are prohibited from trading in securities of Nortel Networks and Nortel
Networks Limited pursuant to an order by the Ontario Securities Commission dated
May 31, 2004 until two full business days following the receipt by the Ontario
Commission of all filings Nortel Networks and Nortel Networks Limited are
required to make under Ontario securities law.
Item 4. Purpose of Transaction
Item 4 is hereby amended by inserting the following paragraph
after the final paragraph thereof:
On December 2, 2004, Nortel Networks, NNUKL, Bookham and
certain subsidiaries of Bookham entered into a Restructuring Agreement, a copy
of which is filed herewith as Exhibit 1. Pursuant to the Restructuring
Agreement, the parties agreed to amend and restate (a) the Convertible Note (as
amended and restated, the "Series A-2 Note" the form of which is set forth in
Exhibit B to the Restructuring Agreement) and (b) the $30,000,000 Senior Secured
Note Due 2005 (the "Series B Note") issued by Bookham Technology plc on November
8, 2002 (as amended and restated, the "Series B-1 Note" the form of which is set
forth in Exhibit A to the Restructuring Agreement). The other terms of both the
Series A-2 Note and the Series B-1 Note are similar to those of the Convertible
Note and the Series B Note, as the case may be, except that Bookham's
obligations under the Series A-2 Note and the Series B-1 Note are secured by the
assets that formerly secured the Series B Note and by certain additional assets
pursuant to an Amended and Restated U.S. Security Agreement (the form of which
is set forth in Exhibit C to the Restructuring Agreement), a Debenture relating
to certain real property of Bookham in Caswell, U.K. (the form of which is set
forth in Exhibit D to the Restructuring Agreement), an amendment to a Debenture
relating to certain real property of Bookham in Paignton, U.K. (the form of
which is set forth in Exhibit E to the Restructuring Agreement) and an Amended
and Restated Security Agreement (the form of which is set forth in Exhibit F to
the Restructuring Agreement). The additional assets securing the Series A-2 Note
and the Series B-1 Note include certain property, plant and equipment, including
property, plant and equipment located in Caswell, UK and Shenzhen, China. In
addition, neither the Series A-2 Note nor the Series B-1 Note will be
convertible into Shares. Bookham has also agreed to certain limitations on asset
sales and has agreed to maintain a cash balance of at least $25,000,000 and has
undertaken certain other obligations in connection with the foregoing.
Item 5. Interest in Securities of the Issuer.
Paragraphs (a) and (b) of Item 5 are hereby amended and
restated in their entirety as follows:
(a) - (b) At the date hereof, Nortel Networks beneficially
owns 3,999,999 Shares, representing approximately 11.9% of the outstanding
Shares.
Except as set forth in this Item 5, neither Nortel Networks
nor, to the best of its knowledge, any of the individuals named in Schedule I
hereto beneficially owns any Shares.
Item 6. Contracts, Arrangements, Understanding or Relationships with
Respect to Securities of Bookham.
Except as provided in this Statement, neither Nortel Networks
nor, to the best of its knowledge, any of the individuals named in Schedule I
hereto has any contracts, arrangements, understandings or relationships (legal
or otherwise) with any person with respect to any securities of Bookham,
including, but not limited to, transfer or voting of any securities, finder's
fees, joint ventures, loan or option arrangements, puts or calls, guarantees or
profits, division of profits or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 -- Restructuring Agreement among Bookham, Inc., certain subsidiaries
of Bookham, Inc., Nortel Networks UK Limited and Nortel Networks Corporation,
dated as of December 2, 2004 (including forms of Series B-1 Senior Secured Note,
Series A-2 Senior Secured Note, Amended and Restated U.S. Security Agreement,
Debenture relating to the real property at Caswell, U.K., Debenture relating to
real property at Paignton, U.K. and an Amended and Restated Security Agreement,
attached thereto as Exhibits A, B, C, D, E and F).
SIGNATURES
After reasonable inquiry, and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: December 7, 2004 NORTEL NETWORKS CORPORATION
/s/ Gordon A. Davies
----------------------------
By: Gordon A. Davies
Title: Corporate Secretary
/s/ Katharine B. Stevenson
----------------------------
By: Katharine B. Stevenson
Title: Treasurer
SCHEDULE I
NORTEL NETWORKS CORPORATION
DIRECTORS AND EXECUTIVE OFFICERS
The name, citizenship, present principal occupation or
employment, and the name of any corporation or other organization in which such
employment is conducted, of each of the directors and executive officers of
Nortel Networks Corporation is set forth below. Unless otherwise indicated
below, the business address of each director and executive officer is Nortel
Networks Corporation, 8200 Dixie Road, Suite 100, Brampton, Ontario L6T 5P6,
Canada.
Name and Citizenship Principal Occupation and Address
- -------------------- --------------------------------
Directors
Dr. Manfred Bischoff Chairman of the Board
German EADS N.V.
Willy-Messerschmitt-StraBe, Tor 1
85521 Ottobrunn
Germany
James Johnston Blanchard Piper Rudnick LLP
American 1200 19th Street, N.W., 6th Floor
Washington, D.C. 20036-2412
U.S.A.
Robert Ellis Brown Chairman of the Board
Canadian/British Air Canada
Air Canada Centre 1275
7373 Cote Vertu West
Montreal, Quebec, H4Y 1H4
Canada
John Edward Cleghorn, O.C., F.C.A. Chairman of the Board
Canadian SNC-Lavalin Group Inc., 31st Floor
200 Bay Street, South Tower, Suite 3115
Royal Bank Plaza
Toronto, Ontario M5J 2J5
Canada
Robert A. Ingram Vice Chairman Pharmaceuticals
American Glaxo Smith Kline plc
5 Moore Drive
Mail Stop H50 2032
Research Triangle Park
North Carolina, 27709
U.S.A.
L. Yves Fortier, O.C., Q.C. Chairman & Senior Partner
Canadian Ogilvy Renault
1981 McGill College Avenue, 12th Floor
Montreal, Quebec H3A 3C1
Canada
The Hon. John P. Manley, P.C. Senior Counsel
Canadian McCarthy Tetrault LLP
The Chambers
Suite 1400, 40 Elgin Street
Ottawa, Ontario K1P 5K6
Canada
William Arthur Owens President and Chief Executive Officer
American Nortel Networks
8200 Dixie Road, Suite 100
Brampton, Ontario L6T 5P6
Canada
Guylaine Saucier, C.M., F.C.A. Corporate Director
Canadian 1170 Peel Street
4th Floor
Montreal, Quebec H3B 4S8
Canada
Sherwood Hubbard Smith, Jr. Chairman Emeritus
American CP&L
One Hannover
Square Building
421 Fayetteville Street Mall
Raleigh, N.C. 27601
U.S.A.
Lynton Ronald Wilson, O.C. Chairman of the Board
Canadian Nortel Networks
8200 Dixie Road, Suite 100
(Chairman of the Board of Nortel Brampton, Ontario L6T 5P6
Networks Corporation) Canada
and
483 Bay Street
Floor 7, North Tower
Toronto, Ontario M5G 2C9
Canada
Officers
William Arthur Owens President and Chief Executive Officer
American
William Robert Kerr Chief Financial Officer
Canadian
Nicholas John DeRoma Chief Legal Officer
American
Brian William McFadden Chief Technology Officer
Canadian
Albert Roger Hitchcock Chief Information Officer
U.K.
Dion Constandino Joannou Chief Strategy Officer
American
William Frederick McCauley Chief Ethics and Compliance Officer
American
Ralph Edward Clenton Richardson Chief Marketing Officer
American
Pascal Debon President, Carrier Networks
French
Chahram Bolouri President, Global Services
Canadian
Richard Stephen Lowe President, CDMA
American
Peter David MacKinnon President, GSM/UMTS
Canadian
Stephen Charles Pusey President, Europe, Middle East and Africa
U.K.
Charles Raymond Saffell President, Federal Network Solutions
American
Stephen Francis Slattery President, Wireline/Optical
Canadian
Susan Louise Spradley President, Global Operations
American
Malcolm Kevin Collins President, Enterprise Networks
U.K.
Steven Leo Schilling President, Enterprise Accounts
American
Robert Yu Lang Mao President and Chief Executive Officer, Greater China
American
Martha Helena Bejar President, CALA
American
John Joseph Giamatteo President, Asia Pacific
American
William John Donovan Senior Vice-President, Human Resources
American
Donald Gregory Mumford Special Advisor
Canadian
MaryAnne Elisabeth Pahapill Controller
Canadian
Katharine Berghuis Stevenson Treasurer
Canadian/American
Tracey Lynn Vickruck Assistant Treasurer
Canadian
Gordon Allan Davies Corporate Secretary
Canadian
John Marshall Doolittle Vice President, Tax
Canadian
Tracey Connelly McGilley Assistant Secretary
Canadian
Karen Elizabeth Sledge Assistant Controller
American