UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~ SECTION 13 OR 15 (d) of ~~The~~OF THE

~~Securities~~SECURITIES ~~Exchange Act~~EXCHANGE ofACT ~~1934~~OF 1934

Date of Report (Date of earliest event reported): July 9 17, 2012

OPNEXT, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-33306

22-3761205

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

46429 Landing Parkway, Fremont, California 94538

(Address of principal executive offices), ~~(Zip~~including ~~Code~~zip code)

Registrant’s telephone number, including area code: (510) 580-8828

N/A

(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 ~~Instructions~~ Instruction A.2. below):

x¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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

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

Item 5.~~02.~~07 ~~Departure~~SUBMISSION ofOF ~~Directors~~MATTERS orTO ~~Certain~~A ~~Officers;~~VOTE ~~Election~~OF ofSECURITY ~~Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~ HOLDERS

~~Item~~On ~~8.01.~~July 17, ~~Other~~2012, ~~Events~~Opnext, Inc. (“Opnext”) held a special meeting of stockholders at which Opnext’s stockholders voted on the following proposals, each of which is described in detail in the Joint Proxy Statement/Prospectus filed with the Securities and Exchange Commission on June 13, 2012:

~~Annual~~Proposal 1: ~~Bonus~~Adoption ~~for~~of ~~the~~Merger ~~Fiscal~~Agreement. ~~Year Ended March 31, 2012~~

OnThe ~~July~~stockholders 9,approved ~~2012,~~ the ~~Compensation~~adoption ~~Committee~~of (the ~~“Committee”)~~Agreement and Plan of ~~the~~Merger ~~Board~~and Reorganization, ofdated ~~Directors~~as of ~~Opnext~~March 26, ~~Inc.~~2012 (the “~~Company~~Merger Agreement”) ~~determined to award an annual cash bonus to each of Michael C. Chan~~, ~~President,~~by ~~Opnext Subsystems, Inc. & Executive Vice President, Business Development~~ and ~~Marketing,~~among ~~Opnext~~Oclaro, Inc., ~~Kei Oki~~(“Oclaro”), ~~Executive~~Tahoe ~~Vice~~Acquisition ~~President~~Sub, ~~Opnext,~~a ~~Inc.~~wholly-owned &subsidiary ~~President,~~of ~~Opnext~~Oclaro ~~Japan~~(“Sub”), ~~Inc.,~~ and ~~Justin J. O’Neill~~Opnext, ~~Senior~~pursuant ~~Vice President, General Counsel & Corporate Secretary, for the Company’s fiscal year ended March 31, 2012. The Committee determined~~ to ~~pay~~which ~~such~~Sub ~~bonuses in order to further reward each executive officer for his performance in the face of the 2011~~will ~~natural~~be ~~disasters~~merged inwith ~~Asia~~and ~~that~~into ~~created extremely challenging business conditions for the Company during its fiscal year ended March 31~~Opnext, ~~2012.~~with ~~The~~Opnext ~~cash bonuses were awarded as a separate component under the Company’s annual bonus program in addition~~ to ~~the~~be ~~annual bonus of fully vested shares of~~ the ~~Company’s~~surviving ~~common~~corporation ~~stock previously awarded under the program~~ in ~~May 2012, such that~~ the ~~sum of the amount of the cash bonus and the value of the stock bonus on the date of grant equals the executive officer’s target bonus for the fiscal year ended March 31, 2012~~merger. Accordingly, the executive officers were awarded cash bonuses in the following amounts: Mr. Chan, $206,964; Mr. Oki, $179,945; and Mr. O’Neill, $183,179. The cash bonuses are expected to be paid on July 16, 2012.

Pro Rata Annual Bonus for the Fiscal Quarter Ended June 30, 2012


For	Against	Abstain	Broker Non-votes
60,154,097	614,331	3,000	0

OnProposal ~~July~~2: 9,Adjournment ~~2012, the Committee determined to award each~~ of ~~Messrs. Chan, Oki and O’Neill a portion of~~ the ~~executive~~Special ~~officer’s annual bonus for the Company’s fiscal year ending March 31, 2013 in the form of a cash bonus for the quarter ended June 30, 2012~~Meeting. The Committee determined to pay such bonuses in order to reward each executive officer for his performance during such quarter in the face of the continued challenging business conditions resulting from the natural disasters discussed above. The executive officers were awarded cash bonuses in the following amounts, which represent a pro rata portion of each executive officer’s target bonus for the Company’s fiscal year ending March 31, 2013: Mr. Chan, $64,260; Mr. Oki, $56,137; and Mr. O’Neill, $56,875. The cash bonuses are expected to be paid on July 16, 2012.

The stockholders approved the adjournment of the special meeting, if necessary, if a quorum is present, to solicit additional proxies if there were not sufficient votes in favor of Proposal 1 above.


For	Against	Abstain	Broker Non-votes
58,562,965	2,103,933	104,530	0

Proposal 3: Advisory Vote on Merger-Related Compensation.

The stockholders approved the certain compensation that may be paid or become payable to Opnext’s named executive officers in connection with the consummation of the merger.


For	Against	Abstain	Broker Non-votes
56,843,511	1,310,640	2,617,277	0

Item 8.01

OTHER EVENTS

On July 17, 2012, Opnext and Oclaro issued a joint press release announcing that Opnext’s stockholders approved the adoption of the Merger Agreement. Also on July 17, 2012, at a special meeting of Oclaro’s stockholders, the stockholders of Oclaro were asked to approve two proposals related to the issuance of the Oclaro shares necessary to complete the merger of Sub into Opnext. The first proposal, which was approved, was to issue Oclaro shares to the Opnext stockholders to complete the merger. The second proposal, to increase the number of authorized Oclaro shares in order to have sufficient shares to issue to the Opnext stockholders to complete the merger, has not yet been approved by the necessary vote. Oclaro stockholders approved a proposal to adjourn the stockholder meeting until July 23, 2012, 5 p.m. PDT, in order to solicit the additional votes required to approve the second proposal and complete the merger.

A copy of the joint press release is filed as Exhibit 99.1 and incorporated herein by reference in its entirety.

Item 9.01

FINANCIAL STATEMENTS AND EXHIBITS

(d)

Exhibits


Exhibit No.		Description

99.1		Joint press release dated July 17, 2012.

SIGNATURES

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.

		~~OPNEXT, INC.~~	OPNEXT, INC.
Date: July 13, 2012	By:	/s/ Robert J. Nobile
Dated: July 18, 2012			/s/ Robert J. Nobile
		~~Robert J. Nobile~~	Robert J. Nobile
		~~Chief Financial Officer and Senior Vice President, Finance~~	Chief Financial Officer and Senior Vice President, Finance

EXHIBIT INDEX


Exhibit No.		Description

99.1		Joint press release dated July 17, 2012.

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