UNITED ~~STATES~~ ~~SECURITIES AND EXCHANGE COMMISSION~~ 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): ~~June~~ September 1927, 2007

OPTICAL COMMUNICATION PRODUCTS, INC.

(Exact name of registrant as specified in its charter)

Delaware	~~000-31861~~	95000-~~4344224~~31861	95-4344224
(State or other jurisdiction	(Commission File	(IRS Employer
(State or other jurisdiction of incorporation or organization)		(Commission File Number)	(IRS Employer Identification No.)
of incorporation or organization)	Number)	Identification No.)
6101 Variel Avenue Woodland Hills, CA			91367
6101 Variel Avenue
(Address of principal executive offices)			(Zip Code)
Woodland Hills, CA		91367
Registrant’s telephone number, including area code (818) 251-7100
(Address of principal executive offices)		(Zip Code)
Registrant’s telephone number, including area code (818) 251-7100

Not Applicable

(Former name or former address, if changed since last report)

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)~~:

~~o Written~~[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

~~x Soliciting~~[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On September ~~June 19~~27, 2007 (the “Effective Date”), Optical Communication Products, Inc. (the “~~OCP~~Company”) entered into an Agreement of Purchase and ~~Plan~~Sale ofand ~~Merger~~Escrow Instructions (the “~~Merger~~Sale Agreement”) ~~among~~with ~~Oplink Communications~~DS Ventures, ~~Inc.~~LLC (the “~~Oplink~~Buyer”), ~~OCP~~pursuant to ~~and~~which ~~Oplink~~the ~~Acquisition~~Company ~~Corporation,~~has ~~a newly-formed,~~agreed ~~wholly~~to ~~owned~~sell ~~subsidiary~~its ofWoodland ~~Oplink~~Hills, California facility (~~“Merger~~the ~~Sub~~“Premises”)~~. Under~~, ~~the~~located ~~terms~~at of6101 Variel Avenue in the ~~Merger~~city ~~Agreement~~of Los Angeles, ~~Merger~~ California, ~~Sub~~to ~~will~~the beBuyer ~~merged~~for ~~with~~a ~~and~~price ~~into~~of ~~OCP~~$28,000,000 in cash (the “~~Merger~~Purchase Price”),. The ~~with~~Premises ~~OCP~~consist ~~continuing~~primarily of an approximately as 148,671-square-foot industrial/office building, on-site parking spaces, and the underlying ~~surviving~~land ~~corporation~~with improvements and all fixtures attached thereto. The closing of the ~~Merger~~Sale Agreement is tentatively set for December 20, 2007.

~~Pursuant~~Concurrently with tothe execution of the ~~Merger~~Sale Agreement, ~~Oplink~~the Company entered into a Standard Industrial/Commercial Single-Tenant Lease—Net (the “Lease Agreement”, and together with the Sale Agreement, the “Sale and Leaseback Agreements”) with the Buyer pursuant to which the Company will ~~acquire~~lease back the ~~41.9%~~Premises offrom the Buyer ~~OCP~~ to use in the normal course of the Company’s ~~outstanding~~business. The ~~common~~term ~~stock~~of the ~~not~~Lease ~~currently~~Agreement ~~held~~is set to commence on the closing date of the Sale Agreement and will continue for 18 months thereafter unless earlier terminated by ~~Oplink~~the Company, with the Company having a right to terminate the Lease Agreement effective at any time 6 or more months after the commencement date. The base rent per the Lease Agreement is fixed at $100,000 per month.

InThe Sale and ~~the~~Leaseback ~~Merger,~~Agreements ~~each~~contain ~~share~~representations ofand ~~common~~warranties ~~stock~~that ofare customary ~~OCP~~for ~~(other~~such ~~than~~transactions. Pursuant ~~shares owned~~to bythe ~~Oplink~~Sale Agreement, ~~shares~~the Buyer ~~owned~~will byhave ~~OCP~~the ~~and~~right, ~~shares~~at ~~owned~~its bysole ~~stockholders~~risk ~~who are entitled to~~ and ~~who~~expense, ~~properly~~during ~~exercise~~the ~~appraisal~~30 ~~rights~~calendar days ~~under~~following ~~Delaware~~the ~~law)~~Effective ~~will be~~Date ~~converted~~(the ~~into~~“Due ~~the~~Diligence ~~right~~Period”), to ~~receive~~conduct ~~$1.65~~a physical ~~per~~inspection ~~share~~and inexamination ~~cash,~~of ~~without interest. In~~the ~~addition,~~Premises inand ~~connection~~certain matters ~~with~~ (including ~~the~~environmental ~~Merger,~~and ~~Oplink~~land ~~will~~use ~~assume~~matters) ~~all~~relating ~~outstanding~~to ~~stock~~the ~~options~~Premises ~~issued~~and ~~pursuant~~ may elect to ~~OCP’s~~terminate ~~stock~~the ~~option~~Sale ~~plans,~~Agreement ~~which~~during ~~will~~such ~~become~~Due ~~options~~Diligence toPeriod ~~purchase~~for ~~shares~~ any reason ofor ~~Oplink~~for ~~common~~no ~~stock~~reason.

~~The~~On or before ~~Board~~October of5, ~~Directors~~2007, ofthe ~~OCP~~Buyer ~~approved~~will deposit $1,000,000 into an escrow account, such deposit to be applied to the ~~Merger~~purchase ~~Agreement~~price ~~following~~at Closing and released to the ~~recommendation~~Company in two separate tranches: (i) $400,000 immediately thereafter and ~~approval~~(ii) $600,000 at the expiration of the Due Diligence Period, such deposit to be refundable to the Buyer only if the sale is not consummated as a result ~~special~~of ~~committee~~the ~~comprised~~termination of ~~outside~~the Sale Agreement by the Buyer under certain, ~~directors~~ predetermined circumstances . Upon the closing of ~~OCP~~the ~~who~~Sale ~~are~~Agreement, the ~~independent~~expected ofnet ~~Oplink~~proceeds (from the ~~“Special~~sale, ~~Committee”)~~or approximately $27,000,000, will be used to fund working capital needs.

~~Oplink,~~There is no ~~Merger~~material ~~Sub~~relationship ~~and~~between ~~OCP~~the ~~have~~Company ~~made customary representations~~ and ~~warranties~~ in the ~~Merger~~Buyer ~~Agreement. In addition, OCP has agreed not to (i) solicit proposals relating to alternative business combination transactions~~ or ~~(ii)~~any ~~subject to certain exceptions which permit OCP’s Board of Directors to comply with its fiduciary duties~~affiliate, ~~enter into~~ ~~discussions concerning~~ director, officer or ~~provide~~associate ~~confidential information in connection with, alternative business combination transactions. Additionally, subject to certain exceptions which permit OCP’s Board~~ of ~~Directors~~ ~~to comply with its fiduciary duties, OCP has agreed that its Board of Directors will not withdraw its unanimous recommendation that OCP’s stockholders vote in favor of~~ the ~~Merger and the Merger Agreement~~Company.

~~Consummation~~The foregoing description of the ~~Merger~~Sale isand ~~subject~~Leaseback toAgreements ~~certain~~do ~~conditions,~~not ~~including,~~purport to ~~among~~ be complete ~~other~~and ~~things,~~are ~~approval~~qualified ofin ~~the~~their ~~Merger~~entirety ~~Agreement~~ by ~~holders~~reference ofto ~~two-thirds~~such ~~of the outstanding OCP shares not currently held by Oplink~~ agreements.

The foregoing summary of the Merger, the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement attached as Exhibit 2.1 and incorporated herein by reference.SIGNATURE

~~The Merger Agreement has been included~~ Pursuant to ~~provide~~the ~~investors~~requirements ~~and~~of the ~~security~~ Securities ~~holders~~Exchange ~~with~~Act ~~information~~of ~~regarding~~1934, ~~its~~the ~~terms. It~~registrant ishas ~~not~~duly ~~intended~~caused tothis ~~provide any other~~report ~~factual information about OCP. The~~ to ~~representations,~~ be ~~warranties~~signed ~~and~~on ~~covenants~~its ~~contained~~behalf inby the ~~Merger~~undersigned ~~Agreement were~~hereunto ~~made only for purposes of that agreement and as of specific dates, were~~duly ~~solely~~ authorized.

October 2, 2007	OPTICAL COMMUNICATION PRODUCTS, INC.
	a Delaware corporation


	By:	/s/ Frederic T. Boyer
	Frederic T. Boyer
	Senior Vice President and CFO

for the benefit of the parties to the Merger Agreement, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of OCP, Oplink or Merger Sub or any of their respective subsidiaries or affiliates.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Pursuant to and concurrent with the execution of the Merger Agreement, Dr. Muoi V. Tran resigned from the OCP Board and OCP expanded the OCP Board to nine members with the appointments of Joseph Y. Liu, Chieh Chang, Leonard J. Leblanc and Jesse W. Jack, current members of the Oplink Board, and Dr. Robert Shih, an Oplink officer.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the execution of the Merger Agreement, OCP amended its bylaws (the “Bylaw Amendment”) to (i) provide the Special Committee with broad authority relating to the Merger; and (ii) adopt a supermajority voting requirement of eight of nine directors to approve certain corporate actions relating to the Special Committee, replacement of senior management and the oversight of the financial reporting and auditing responsibilities of the OCP Board and OCP. The foregoing summary of the Bylaw Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Bylaw Amendment attached as Exhibit 3.2.2 and incorporated herein by reference.

Additional Information and Where to Find It

This communication may be deemed to be solicitation material in respect of the proposed acquisition of the remaining shares of OCP by Oplink. In connection with such proposed acquisition, OCP will file a proxy statement and other materials with the SEC. We urge investors to read the proxy statement and these other materials carefully when they become available because they will contain important information about OCP and the proposed acquisition. Investors will be able to obtain free copies of the proxy statement and white proxy card (when available) as well as other filed documents containing information about OCP at http://www.sec.gov, the SEC’s Web site. Free copies of OCP’s SEC filings are also available on the investor relations portion of OCP’s web site at www.ocp-inc.com.

Participants in the Solicitation

OCP and its executive officers and directors may be deemed, under SEC rules, to be participants in the solicitation of proxies from OCP’s stockholders with respect to the proposed acquisition of the remaining shares of OCP. Information regarding the officers and directors of OCP is set forth in OCP’s Proxy Statement on Schedule 14A for its 2007 Annual Meeting of

stockholders, filed with the SEC on December 22, 2006. More detailed information regarding the identity of potential participants, and their direct or indirect interests in the transaction, by securities holdings or otherwise, will be set forth in the proxy statement and other materials to be filed with the SEC in connection with the proposed transaction.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit 2.1 Agreement and Plan of Merger, dated June 19, 2007, by and among Optical Communication Products, Inc., Oplink Communications, Inc. and Oplink Acquisition Corporation.

Exhibit 3.2.2 Amendment Number Two to Bylaws of Optical Communication Products, Inc.

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.

June 25, 2007	OPTICAL COMMUNICATION PRODUCTS, INC.
	a Delaware corporation
	By:	/s/ Frederic T. Boyer
	Frederic T. Boyer
	Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated June 19, 2007, by and among Optical Communication Products, Inc., Oplink Communications, Inc. and Oplink Acquisition Corporation.
3.2.2		Amendment Number Two to Bylaws of Optical Communication Products, Inc.

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