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Bookham completed its move of corporate domicile to the United States on September 10, 2004. The company said it was headquartered in San Jose, California, and that its common stock traded on the Nasdaq National Market under the ticker BKHM. The change used a UK court-approved scheme of arrangement and a newly incorporated Delaware company; it was not simply a relocation of staff or facilities.
When did Bookham move its headquarters to the U.S.?
The change took effect on September 10, 2004, according to Bookham’s announcement filed with the U.S. Securities and Exchange Commission. The company said it was then headquartered in San Jose, California, and listed on the Nasdaq National Market under “BKHM.”
The move followed Bookham Technology plc’s June 2004 proposal to reincorporate in the United States. In July, the company said it expected the change to take effect on September 10; on September 8, it described the planned suspension and cancellation of its UK listing. The September 10 announcement confirmed completion.
What changed in the corporate structure?
Bookham used a scheme of arrangement approved by a UK court to transfer the corporate domicile to a new Delaware corporation, Bookham Inc. Under the reported terms, each ten existing Bookham ordinary shares were exchanged for one share in the new company. Its common stock was listed on Nasdaq. These were changes to the company’s legal structure and listing, not evidence that all of its operations or employees moved to California.
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Why did Bookham say it was moving?
Bookham said its business activities, customer base and ownership had changed since its initial public offering. It also said its peer group was principally based in the United States and that U.S. domicile was expected to improve its position for investment and acquisition opportunities. Those were the company’s stated reasons and expectations, not proof that the change produced those outcomes.
In its June announcement, CEO Giorgio Anania said the company believed a U.S. domicile would more accurately reflect its profile and offer a better platform for carrying out its strategy, closer to developments in its industry.
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Did Bookham leave the UK?
No—not in the sense that all UK operations ended when the corporate domicile changed. Contemporary reporting said Bookham expected to maintain operations in Abingdon, UK, after the September transition. Corporate domicile, headquarters and operating sites are separate matters.
A December 7, 2004 SEC filing identified San Jose as Bookham’s principal executive office, referred to Abingdon as its former headquarters and reported that a cost-reduction plan included closing the Abingdon site. That later plan was a separate development; it should not be confused with the September domicile change.
What did Bookham make?
At the time, Bookham described itself as a supplier of optical components, modules and subsystems, including products for telecommunications. Contemporary coverage discussed its expansion into tunable lasers, thin-film filters and erbium-doped fiber amplifiers. The company’s September 2004 announcement put its worldwide workforce at approximately 2,000 employees; that was an approximate historical figure, not a current headcount.
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