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. 3)(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
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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)
July 3, 2003
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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 10 Pages)
(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 provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for 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).
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CUSIP No. 09856Q108
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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
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY
OWNED BY 40,000,000*
EACH REPORTING
PERSON 8 SHARED VOTING POWER
WITH
N/A
9 SOLE DISPOSITIVE POWER
40,000,000*
10 SHARED DISPOSITIVE POWER
N/A
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,000,000*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.7%*
14 TYPE OF REPORTING PERSON
CO
* Calculated, pursuant to Exchange Act Rule 13(d)(1)(i), on the basis of
(a) the 204,950,873 Ordinary Shares of Bookham outstanding on May 1, 2003
as reported in Amendment No. 1 to Form F-3 of Bookham as filed with the
Securities and Exchange Commission on May 29, 2003, and (b) the 8,535,233
additional Warrants that became exercisable following the consummation of
the transactions described in Item 4.
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 and
by Amendment No. 2 dated November 8, 2002 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.
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Schedule I to the Schedule 13D is hereby replaced in its
entirety with Schedule I to this Schedule.
Item 4. Purpose of Transaction
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Item 4 is hereby amended by replacing the penultimate paragraph thereof
with the following two paragraphs:
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 ("NNL"), Nortel Networks Technology Corporation, Nortel
Networks Optical Components Limited ("NNOCL") and Nortel Networks Optical
Components (Switzerland) GmbH, and (b) the 9,000,000 Ordinary Shares underlying
the 9,000,000 Warrants issued at such closing to its wholly-owned subsidiary,
NNOCL, all of which Warrants are currently exercisable. Prior to the
transactions described immediately below, only 464,767 of such Warrants were
exercisable.
On July 3, 2003, NNOCL and NNL (together, the "Selling Shareholders")
sold 30,000,000 Ordinary Shares in the aggregate in transactions exempt from
registration under the Securities Act of 1933, as amended. In connection with
these transactions, NNL entered into a Placement Agreement, dated as of July 3,
2003, a copy of which is filed herewith as Exhibit 1. Pursuant to the Placement
Agreement, Credit Suisse First Boston (Equities) Limited was appointed to act as
agent for the Selling Shareholders in identifying and procuring purchasers for
30 million Ordinary Shares subject to the terms and conditions contained
therein.
Item 5. Interest in Securities of the Issuer.
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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
40,000,000 Ordinary Shares, representing approximately 18.7% 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.
Item 6. Contracts, Arrangements, Understanding or Relationships with Respect to
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Securities of Bookham.
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Except as provided in this Statement, neither Nortel Networks nor, to
the best of Nortel Networks' 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.
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Exhibit 1 -- Placement Agreement, dated July 3, 2003, between Nortel Networks
Limited and Credit Suisse First Boston (Equities) Limited.
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: July 7, 2003 NORTEL NETWORKS CORPORATION
/s/ Katharine B. Stevenson
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By: Katharine B. Stevenson
Title: Treasurer
/s/ Deborah J. Noble
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By: Deborah J. Noble
Title: Corporate 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
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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 Chairman of the Board
Canadian/British Air Canada
Air Canada Centre
7373 Cote Vertu West
Montreal, Quebec, H4Y 1H4,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 Ogilvy Renault
Canadian 1981 McGill College Avenue, 12th Floor
Montreal, Quebec H3A 3C1 Canada
Robert Alexander Ingram Vice Chairman, Pharmaceuticals
American GlaxoSmithKline
5 Moore Drive, Mail Drop #50.2032
Research Triangle Park, N.C.
27709 U.S.A.
William Arthur Owens Chief Executive Officer and Chairman of the Board
American Teledesic LLC
3740 Carillon Point
Kirkland, Washington
98033 U.S.A.
Guylaine Saucier Corporate Director
Canadian 1321 Sherbrooke Street West, Suite C-61
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 Floor 7, North Tower
Nortel Networks 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
Albert Roger Hitchcock Chief Information Officer
U.K.
Pascal Debon President, Wireless Networks
French
Chahram Bolouri President, Global Operations
Canadian
Brian William McFadden President, Optical Networks
Canadian
Stephen Charles Pusey President, Europe, Middle East and Africa
U.K.
Susan Spradley President, Wireline Networks
American
Masood Ahmad Tariq President, Global Alliances
American/Canadian
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
American China
Dion Constandino Joannou President, CALA
American
John Joseph Giamatteo President, Asia Pacific
American
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
John Marshall Doolittle Vice President, Tax
Canadian
Blair Fraser Morrison Assistant Secretary
Canadian
Gordon Allan Davies Assistant Secretary
Canadian
MaryAnne Pahapill Assistant Treasurer
Canadian