UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~ Section 13 ORor 15(d) OFof ~~THE~~

~~SECURITIES~~the ~~EXCHANGE~~Securities ~~ACT~~Exchange OFAct ~~1934~~of 1934

Date of Report (Date of earliest event reported): July 1723, 2012

OPNEXT, INC.

(Exact name of ~~registrant~~Registrant as specified in its charter)

Delaware	001-33306	22-3761205
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdiction ofincorporation or organization)	(CommissionFile Number)	(I.R.S. EmployerIdentification Number)

46429 Landing Parkway, Fremont, California 94538

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

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

~~N/A~~(Registrant’s telephone number, including area code)

(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):

¨	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~~Introductory 5Note.07 ~~SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS~~

OnThis Current Report on Form 8-K is being filed in connection with the consummation on July 1723, 2012 of the transactions contemplated by that certain Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), ~~Opnext~~dated March 26, 2012, by and among Oclaro, Inc., a Delaware corporation (“~~Opnext~~Oclaro”), ~~held~~Tahoe Acquisition Sub, Inc., a ~~special~~Delaware ~~meeting~~corporation and wholly owned subsidiary of ~~stockholders~~Oclaro (“Merger atSub”), ~~which~~and Opnext’s, ~~stockholders~~Inc., ~~voted~~a onDelaware corporation (“Opnext”). Pursuant to the ~~following~~Merger ~~proposals~~Agreement, ~~each~~on ofJuly 23, ~~which~~2012, isMerger ~~described~~Sub inmerged ~~detail in~~with ~~the~~and ~~Joint~~into ~~Proxy~~Opnext ~~Statement/Prospectus~~(the ~~filed~~“Merger”), with Opnext continuing as the ~~Securities~~surviving ~~and~~entity. ~~Exchange~~The ~~Commission~~events described in this Current Report on ~~June 13,~~Form ~~2012:~~8-K occurred in connection with the consummation of the Merger.

~~Proposal 1:~~Item ~~Adoption~~2.01 Completion of ~~Merger~~Acquisition ~~Agreement.~~or Disposition of Assets.

~~The~~On ~~stockholders~~July 23, ~~approved~~2012, the ~~adoption~~business combination of ~~the~~Oclaro ~~Agreement~~with ~~and~~Opnext ~~Plan~~pursuant to the terms of the Merger ~~and Reorganization,~~Agreement ~~dated~~was ascompleted. At the effective time of ~~March 26,~~the ~~2012~~Merger (the “~~Merger Agreement~~Effective Time”), byMerger Sub merged with and ~~among~~into ~~Oclaro~~Opnext, ~~Inc.~~with ~~(“Oclaro”),~~Opnext ~~Tahoe~~continuing ~~Acquisition~~as ~~Sub,~~the surviving entity and a wholly- owned subsidiary of Oclaro. ~~(“Sub”),~~The ~~and~~Merger ~~Opnext,~~Agreement ~~pursuant~~and tothe ~~which~~transactions ~~Sub~~contemplated ~~will be~~thereby, ~~merged~~including ~~with~~the ~~and~~Merger, ~~into~~were approved by Opnext,’s ~~with~~board of directors. Opnext’s tostockholders beadopted the ~~surviving~~Merger ~~corporation~~Agreement inat ~~the~~a ~~merger~~special meeting of stockholders held on July 17, 2012.

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

As a result of the Merger, each issued and outstanding share of Opnext’s common stock (other than shares held by Oclaro, Opnext or any subsidiary of Oclaro or Opnext) was converted into the right to receive 0.42 shares of common stock, par value $0.01, of Oclaro (“Oclaro Common Stock”) (and cash in lieu of fractional shares).

~~Proposal~~For 2:additional ~~Adjournment~~information ofregarding the ~~Special~~consideration ~~Meeting~~payable to holders of Opnext securities, see Item 3.03 of this Current Report on Form 8-K, which is incorporated into this Item 2.01 by reference.

The ~~stockholders~~foregoing ~~approved~~summary ~~the~~does ~~adjournment~~not ofpurport ~~the~~to ~~special~~be ~~meeting,~~complete ifand ~~necessary,~~is ifqualified in its entirety by reference to the Merger Agreement, a ~~quorum~~copy of which is ~~present,~~filed as Exhibit 2.1 to ~~solicit~~Opnext’s ~~additional~~Current ~~proxies~~Report ~~if there~~on ~~were~~Form ~~not~~8-K ~~sufficient~~filed ~~votes~~on inMarch 28, ~~favor~~2012 ofand ~~Proposal~~is 1incorporated ~~above~~into this Item 2.01 by reference.

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

Item 3.01.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

~~Proposal~~In 3:connection ~~Advisory~~with ~~Vote~~completion of the Merger on July 23, 2012, Opnext notified the Nasdaq Stock Market (“Nasdaq”) that the Merger~~-Related~~ ~~Compensation~~has been completed. In addition, an application on Form 25 was filed by Nasdaq with the Securities and Exchange Commission to remove Opnext’s common stock from listing on Nasdaq and to withdraw Opnext’s common stock from registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Opnext also intends to file a certification on Form 15 requesting that its reporting obligations under Sections 13 and 15(d) of the Exchange Act be terminated.

~~The~~Item ~~stockholders~~3.03. ~~approved~~Material ~~the~~Modification ~~certain compensation that may be paid or become payable~~ to ~~Opnext’s~~Rights ~~named executive officers in connection with the consummation~~ of ~~the~~Security ~~merger~~Holders.

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

At the Effective Time, each outstanding share of Opnext common stock (other than shares held by Oclaro, Opnext or any subsidiary of Oclaro or Opnext) was converted into the right to receive 0.42 shares of Oclaro Common Stock (and cash in lieu of fractional shares). In addition, at the Effective Time:

~~Item~~• ~~8.01~~each ~~OTHER~~Opnext ~~EVENTS~~stock option that was outstanding and unexercised immediately prior to the Effective Time, whether or not vested, was converted into an option to purchase Oclaro Common Stock (adjusted to give effect to the exchange ratio) and Oclaro assumed such stock option; and

~~On July 17,~~• ~~2012,~~each Opnext ~~and~~stock ~~Oclaro~~appreciation ~~issued~~right athat ~~joint~~was ~~press~~outstanding ~~release~~and ~~announcing~~ that ~~Opnext’s~~remained ~~stockholders~~unsettled ~~approved~~immediately ~~the~~prior ~~adoption~~to of the ~~Merger~~Effective ~~Agreement. Also~~Time onwas ~~July 17,~~converted ~~2012,~~into ateither a ~~special~~stock ~~meeting~~appreciation ofright ~~Oclaro’s~~with ~~stockholders,~~respect ~~the stockholders~~to of Oclaro ~~were~~Common ~~asked~~Stock to(adjusted ~~approve two proposals related~~ to ~~the~~give ~~issuance~~effect ~~of the Oclaro shares necessary~~ to ~~complete~~ the ~~merger~~exchange ofratio) ~~Sub~~or ~~into~~a ~~Opnext.~~stock ~~The~~appreciation ~~first~~right ~~proposal,~~subject ~~which was approved, was~~ to ~~issue~~cash ~~Oclaro~~settlement ~~shares~~and toremained ~~the~~subject ~~Opnext stockholders~~ to ~~complete~~ the ~~merger.~~same ~~The~~terms ~~second~~and ~~proposal,~~conditions ~~to increase the number~~ of ~~authorized Oclaro shares in order to have sufficient shares to issue to~~ the Opnext ~~stockholders~~equity toplan ~~complete~~and the ~~merger,~~applicable ~~has~~stock ~~not~~appreciation ~~yet~~right ~~been~~agreement, ~~approved~~employment byagreement ~~the~~or ~~necessary vote.~~other ~~Oclaro~~agreement ~~stockholders~~evidencing ~~approved~~such astock ~~proposal~~appreciation toright ~~adjourn~~as ~~the stockholder meeting until July 23, 2012, 5 p.m. PDT,~~ in ~~order~~effect toimmediately ~~solicit~~prior ~~the additional votes required~~ to ~~approve~~ the ~~second~~Effective ~~proposal and complete the merger~~Time.

AThe ~~copy~~foregoing ofsummary does not purport to be complete and is qualified in its entirety by reference to the ~~joint~~Merger ~~press~~Agreement, ~~release~~a copy of which is filed as Exhibit 99 2.1 to Opnext’s Current Report on Form 8-K filed on March 28, 2012 and is incorporated ~~herein~~into bythis ~~reference~~Item 3.03 inby ~~its entirety~~reference.

Item 95.01. ~~FINANCIAL~~Changes ~~STATEMENTS~~in ~~AND~~Control ~~EXHIBITS~~of Registrant.

As of the Effective Time, a change in control of Opnext occurred. For additional information regarding the change in control, see Items 2.01 and 3.03 of this Current Report on Form 8-K, which are incorporated into this Item 5.01 by reference.

Item 5.02.

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

Pursuant to the Merger Agreement, effective as of the Effective Time, all of the members of Opnext’s board of directors resigned and Oclaro, as the sole stockholder of Opnext, appointed Jerry Turin as the sole director of Opnext.

Pursuant to the Merger Agreement, as of the Effective Time, the following individuals became officers of Opnext: Jerry Turin; Chief Executive Officer and Chief Financial Officer and Kate Rundle, Secretary. In connection with the Merger, the persons who, immediately prior to the Effective Time, were executive officers of Opnext will cease to be executive officers of Opnext.

Item 5.03.

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

In connection with the consummation of the Merger, at the Effective Time, Opnext’s Certificate of Incorporation and Bylaws were amended and restated. Copies of Opnext’s Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws are included as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K.

In connection with the Merger, Opnext will change its accounting periods to align with Oclaro’s accounting periods, meaning that its current fiscal year will end on June 29, 2013.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.		Description
99.1		Joint press release dated July 17, 2012.
2.1		Agreement and Plan of Merger and Reorganization, dated March 26, 2012, by and among the Oclaro, Inc., a Delaware corporation, Tahoe Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of Oclaro, and Opnext, Inc., a Delaware corporation (incorporated by reference to the exhibit with the corresponding exhibit number in Opnext’s Report on Form 8-K filed with the Securities and Exchange Commission on March 28, 2012).
3.1		Amended and Restated Certificate of Incorporation of Opnext, Inc.
3.2		Amended and Restated Bylaws of Opnext, Inc.

2SIGNATURE

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.~~
Dated: July 18, 2012		/s/ Robert J. Nobile
Date: July 27, 2012	By:	/s/ Jerry Turin
		Robert J. Nobile
		Jerry Turin
		Chief Financial Officer and Senior Vice President, Finance
		Chief Executive Officer and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.		Description
99.1		Joint press release dated July 17, 2012.
2.1		Agreement and Plan of Merger and Reorganization, dated March 26, 2012, by and among the Oclaro, Inc., a Delaware corporation, Tahoe Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of Oclaro, and Opnext, Inc., a Delaware corporation (incorporated by reference to the exhibit with the corresponding exhibit number in Opnext’s Report on Form 8-K filed with the Securities and Exchange Commission on March 28, 2012).
3.1		Amended and Restated Certificate of Incorporation of Opnext, Inc.
3.2		Amended and Restated Bylaws of Opnext, Inc.

Filing Compare · OPNEXT INC