SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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. 2)(1)
Bookham Technology plc
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(Name of Issuer)
Ordinary Shares, par value one third pence per share, and
American Depositary Shares evidenced by
American Depositary Receipts, each representing one Ordinary Share
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(Title of Class of Securities)
09856Q108
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(CUSIP Number)
Deborah J. Noble
Corporate Secretary
Nortel Networks Corporation
8200 Dixie Road, Suite 100
Brampton, Ontario L6T 5P6
Canada
(905) 863-1103
with a copy to:
Paul J. Shim, Esq.
Cleary, Gottlieb, Steen & Hamilton
One Liberty Plaza
New York, New York 10006
212-225-2000
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(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications)
November 8, 2002
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(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.
(Continued on the following pages)
(Page 1 of 8 Pages)
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
61,357,617*
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY *
OWNED BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 61,357,617*
10 SHARED DISPOSITIVE POWER
N/A
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
61,357,617*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.9%*
14 TYPE OF REPORTING PERSON
CO
* Calculated, pursuant to Exchange Act Rule 13d-3(d)(1)(i), on the basis of (a)
the 143,851,805 Ordinary Shares of Bookham outstanding on October 7, 2002, as
represented to Nortel Networks by Bookham in the Acquisition Agreement (as
defined herein), (b) the 61,000,000 Ordinary Shares (as defined below) issued to
wholly-owned subsidiaries of Nortel Networks and (c) Warrants (as defined below)
to purchase 357,617 Ordinary Shares issued to a wholly-owned subsidiary of
Nortel Networks, which Warrants are currently exercisable. See Items 4 and 5 for
an explanation.
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, as amended on November 7, 2002 (the "Schedule 13D"), relating to the
ordinary shares, par value one third pence per share (the "Ordinary Shares"), of
Bookham Technology plc, a corporation organized under the laws of England and
Wales ("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.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended and restated in its entirety as
follows:
As described in the response to Item 4, pursuant to the
Acquisition Agreement, Nortel Networks sold certain assets comprising a part of
Nortel Networks' optical components business to Bookham and, in consideration
thereof, among other things, Bookham issued to Nortel Networks the securities as
to which this Schedule relates.
Item 4. Purpose of Transaction.
Item 4 is hereby amended by replacing the penultimate
paragraph thereof with the following paragraph:
On November 8, 2002, the closing under the Acquisition
Agreement occurred. As a result, Nortel Networks beneficially owns (a) the
61,000,000 Ordinary Shares issued at such closing to its wholly-owned
subsidiaries, Nortel Networks Limited, Nortel Networks Technology Corporation,
Nortel Networks Optical Components Limited ("NNOCL") and Nortel Networks Optical
Components (Switzerland) GmbH, and (b) the 357,617 Ordinary Shares underlying
those of the 9,000,000 Warrants issued at such closing to its wholly-owned
subsidiary, NNOCL, which 357,617 Warrants are currently exercisable (the "Equity
Consideration Securities"). The terms of the Warrants prohibit their exercise to
the extent such exercise would result in Nortel Networks and persons acting in
concert with Nortel Networks to hold 30% or more of the issued and outstanding
Ordinary Shares.
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) As described above in Item 4, Nortel Networks
beneficially owns the Equity Consideration Securities, representing
approximately 29.9% of the outstanding Ordinary Shares.
Except as set forth in this Item 5, none of Nortel Networks
or, to the best of Nortel Networks' knowledge, any of the individuals named in
Schedule I hereto beneficially owns any Ordinary Shares of Bookham.
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: November 12, 2002 NORTEL NETWORKS CORPORATION
/s/ Katharine B. Stevenson
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By: Katharine B. Stevenson
Title: Treasurer
/s/ Blair F. Morrison
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By: Blair F. Morrison
Title: Assistant Secretary
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
James Johnston Blanchard Piper Rudnick LLP
American 901-15th Street, N.W., Suite 700
Washington, D.C. 20005-2301 U.S.A
Robert Ellis Brown President and Chief Executive Officer
Canadian/British Bombardier Inc.
800 Rene-Levesque Boulevard West
Montreal, Quebec H3B 1Y8 Canada
John Edward Cleghorn Chairman of the Board
Canadian SNC-Lavalin Group Inc.
200 Bay Street, South Tower, Suite 3115
Royal Bank Plaza
Toronto, Ontario M5J 2J5 Canada
Frank Andrew Dunn President and Chief Executive Officer
Canadian Nortel Networks Corporation
L. Yves Fortier Chairman & Senior Partner
Canadian Ogilvy Renault
1981 McGill College Avenue, 12th Floor
Montreal, Quebec H3A 3C1 Canada
Robert Alexander Ingram Chief Operating Officer and President,
American Pharmaceutical Operations
GlaxoSmithKline
5 Moore Drive, Research Triangle Park, N.C.
27709 U.S.A.
William Arthur Owens Co-Chief Executive Officer and Vice Chairman
American Teledesic LLC
1445 120th Avenue N.E.
Bellevue, Washington
98005 U.S.A.
Guylaine Saucier 1321 Sherbrooke Street West, Apartment C-61
Canadian Montreal, Quebec H3G 1J4 Canada
Sherwood Hubbard Smith, Jr. Chairman Emeritus
American CP&L
One Hanover Square Building
421 Fayetteville Street Mall
Raleigh, N.C. 27601-1748 U.S.A.
Lynton Ronald Wilson Chairman
Canadian CAE Inc.
483 Bay Street
(Chairman of the Board of Nortel Networks Floor 7, North Tower
Corporation) Toronto, Ontario M5G 2E1 Canada
Officers
Frank Andrew Dunn President and Chief Executive Officer
Canadian
Douglas Charles Beatty Chief Financial Officer
Canadian
Nicholas John DeRoma Chief Legal Officer
American
D. Gregory Mumford Chief Technology Officer
Canadian
Pascal Debon President, Wireless Networks
French
Chahram Bolouri President, Global Customer Care & Supply Chain Operations
Canadian
Brian William McFadden President, Optical Networks
Canadian
Gary Richard Donahee President, Americas
American
Stephen Charles Pusey President, Europe, Middle East and Africa
U.K.
Susan Spradley President, Wireline Networks
American
Masood Ahmad Tariq President, Asia
American/Canadian
William John Donovan Senior Vice-President, Human Resources
American
Michael Jerard Gollogly Controller
Canadian
Adrian Joseph Donoghue General Auditor
Canadian
Katharine Berghuis Stevenson Treasurer
Canadian/American
Deborah Jean Noble Corporate Secretary
Canadian
Steven Leo Schilling President, Enterprise Accounts
American
Linda Faye Mezon Assistant Controller
Canadian/American
John Marshall Doolittle Vice President, Tax
Canadian
Blair Fraser Morrison Assistant Secretary
Canadian
MaryAnne Pahapill Assistant Treasurer
Canadian