##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
 For the quarterly period ended September 30, 2008
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
 For the transition period from  to
 Commission file number 000-31581
 OPLINK COMMUNICATIONS, INC.
  Delaware
    
    No. 77-0411346(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)
 46335 Landing Parkway, Fremont, CA 94538
(Address of principal executive offices) (Zip Code)
  þ o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ




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##### 



OPLINK COMMUNICATIONS, INC.
 
 PagePART I. FINANCIAL INFORMATIONItem 1.
    
    Financial Statements (unaudited):Condensed Consolidated Balance Sheets  September 30, 2008 and June 30, 2008
    
    
    3Condensed Consolidated Statements of Operations -Three months ended September 30, 2008 and 2007
    
    
    4Condensed Consolidated Statements of Cash Flows  Three months ended September 30, 2008 and 2007
    
    
    5Notes to Condensed Consolidated Financial Statements
    
    
    6Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    23Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    32Item 4.
    
    Controls and Procedures
    
    
    33PART II. OTHER INFORMATIONItem 1.
    
    Legal Proceedings
    
    
    33Item 1A.
    
    Risk Factors
    
    
    35Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    49Item 3.
    
    Defaults Upon Senior Securities
    
    
    49Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    49Item 5.
    
    Other Information
    
    
    49Item 6.
    
    Exhibits
    
    
    49SIGNATURES
    
    
    51EX-31.1EX-31.2EX-32.1EX-32.2
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PART I. FINANCIAL INFORMATION
  ITEM 1- FINANCIAL STATEMENTS
 OPLINK COMMUNICATIONS, INC.
  CONDENSED CONSOLIDATED BALANCE SHEETS
 (In thousands, except share and per share data)
 (Unaudited)
 September 30,
    
    
    June 30,2008
    
    
    2008ASSETS
    
    
    
    
    
    
    (1
    )Current assets:Cash and cash equivalents
    
    $
    99,450
    
    
    $
    72,001Short-term investments
    
    
    32,253
    
    
    
    50,077Accounts receivable, net
    
    
    32,743
    
    
    
    34,200Inventories
    
    
    24,065
    
    
    
    27,950Prepaid expenses and other current assets
    
    
    5,387
    
    
    
    4,949Total current assets
    
    
    193,898
    
    
    
    189,177Long-term investments
    
    
    15,003
    
    
    
    20,003Property, plant and equipment, net
    
    
    32,780
    
    
    
    34,206Goodwill and intangible assets, net
    
    
    22,533
    
    
    
    23,487Other assets
    
    
    1,877
    
    
    
    1,867Total assets
    
    $
    266,091
    
    
    $
    268,740LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    14,515
    
    
    $
    16,014Accrued liabilities
    
    
    11,751
    
    
    
    11,756Income tax payable
    
    
    1,270
    
    
    
    1,000Accrued transitional costs for contract manufacturing
    
    
    282
    
    
    
    341Restructuring accrual
    
    
    
    
    
    
    370Total current liabilities
    
    
    27,818
    
    
    
    29,481Non-current liabilities
    
    
    979
    
    
    
    989Total liabilities
    
    
    28,797
    
    
    
    30,470Commitments and contingencies (Note 16)Stockholders equity:Common stock, $0.001 par value, 34,000,000 shares
authorized; 20,784,081 and 20,729,935 shares issued and outstanding
as of September 30, 2008 and June 30, 2008, respectively
    
    
    21
    
    
    
    21Additional paid-in capital
    
    
    451,412
    
    
    
    449,492Accumulated other comprehensive income
    
    
    8,772
    
    
    
    8,256Accumulated deficit
    
    
    (222,911
    )
    
    
    (219,499
    )Total stockholders equity
    
    
    237,294
    
    
    
    238,270Total liabilities and stockholders equity
    
    $
    266,091
    
    
    $
    268,740
 
 (1)
    
    The condensed consolidated balance sheet at June 30, 2008 has been derived from the audited
consolidated financial statements at that date. The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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OPLINK COMMUNICATIONS, INC.
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 (In thousands, except per share data)
 (Unaudited)
 Three Months EndedSeptember 30,2008
    
    
    2007Revenues
    
    $
    42,952
    
    
    $
    49,151Cost of revenues:Cost of revenues
    
    
    36,645
    
    
    
    37,194Stock compensation expense
    
    
    118
    
    
    
    129Total cost of revenues
    
    
    36,763
    
    
    
    37,323Gross profit
    
    
    6,189
    
    
    
    11,828Operating expenses:Research and development:Research and development
    
    
    3,282
    
    
    
    4,432Stock compensation expense
    
    
    223
    
    
    
    266Total research and development
    
    
    3,505
    
    
    
    4,698Sales and marketing:Sales and marketing
    
    
    2,257
    
    
    
    2,880Stock compensation expense
    
    
    315
    
    
    
    249Total sales and marketing
    
    
    2,572
    
    
    
    3,129General and administrative:General and administrative
    
    
    2,666
    
    
    
    4,404Stock compensation expense
    
    
    911
    
    
    
    1,102Total general and administrative
    
    
    3,577
    
    
    
    5,506Transitional costs for contract manufacturing
    
    
    
    
    
    
    755Merger fees
    
    
    
    
    
    
    1,421Amortization of intangible assets
    
    
    412
    
    
    
    266Total operating expenses
    
    
    10,066
    
    
    
    15,775Loss from operations
    
    
    (3,877
    )
    
    
    (3,947
    )Interest and other income, net
    
    
    927
    
    
    
    3,059Loss on sale of assets
    
    
    (6
    )
    
    
    (37
    )Loss before minority interest and provision for income taxes
    
    
    (2,956
    )
    
    
    (925
    )Minority interest in loss of consolidated subsidiaries
    
    
    
    
    
    
    2,484Provision for income taxes
    
    
    (456
    )
    
    
    (234
    )Net (loss) income
    
    $
    (3,412
    )
    
    $
    1,325Net (loss) income per share:Basic
    
    $
    (0.16
    )
    
    $
    0.06Diluted
    
    $
    (0.16
    )
    
    $
    0.06Shares used in per share calculation:Basic
    
    
    20,757
    
    
    
    23,182Diluted
    
    
    20,757
    
    
    
    23,792
 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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OPLINK COMMUNICATIONS, INC.
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (In thousands)
 (Unaudited)
 Three Months EndedSeptember 30,2008
    
    
    2007Cash flows from operating activities:Net (loss) income
    
    $
    (3,412
    )
    
    $
    1,325Adjustments to reconcile net (loss) income to
net cash provided by operating activities:Depreciation and amortization of property and equipment
    
    
    1,835
    
    
    
    1,895Amortization of intangible and other assets
    
    
    954
    
    
    
    540Stock compensation expense
    
    
    1,567
    
    
    
    1,746Provision for excess and obsolete inventory
    
    
    4,065
    
    
    
    Amortization of discount on investments
    
    
    (146
    )
    
    
    (55
    )Loss on sale or disposal of assets
    
    
    6
    
    
    
    37Transitional costs of contract manufacturing
    
    
    
    
    
    
    755Minority interest in loss of consolidated subsidiaries
    
    
    
    
    
    
    (2,484
    )Other
    
    
    (341
    )
    
    
    93Change in assets and liabilities:Accounts receivable, net
    
    
    1,504
    
    
    
    (1,172
    )Inventories
    
    
    401
    
    
    
    (1,275
    )Prepaid expenses and other current assets
    
    
    (382
    )
    
    
    (135
    )Other assets
    
    
    (7
    )
    
    
    Accounts payable
    
    
    (1,579
    )
    
    
    3,991Accrued liabilities
    
    
    (137
    )
    
    
    556Net cash provided by operating activities
    
    
    4,328
    
    
    
    5,817Cash flows from investing activities:Purchases of available-for-sale investments
    
    
    (5,033
    )
    
    
    (36,038
    )Sales and maturities of available-for-sale investments
    
    
    28,019
    
    
    
    10,056Maturities of held-to-maturity investments
    
    
    
    
    
    
    25,000Proceeds from sales of property and equipment
    
    
    468
    
    
    
    2Purchases of property and equipment
    
    
    (462
    )
    
    
    (1,073
    )Sales of cost investments
    
    
    
    
    
    
    5,000Purchases of cost investments
    
    
    
    
    
    
    (400
    )Acquisition of businesses, net of cash acquired
    
    
    
    
    
    
    (699
    )Net cash provided by investing activities
    
    
    22,992
    
    
    
    1,848Cash flows from financing activities:Proceeds from issuance of common stock
    
    
    353
    
    
    
    218Net cash provided by financing activities
    
    
    353
    
    
    
    218Effect of exchange rate changes on cash and cash equivalents
    
    
    (224
    )
    
    
    (30
    )Net increase in cash and cash equivalents
    
    
    27,449
    
    
    
    7,853Cash and cash equivalents, beginning of period
    
    
    72,001
    
    
    
    111,600Cash and cash equivalents, end of period
    
    $
    99,450
    
    
    $
    119,453
 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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OPLINK COMMUNICATIONS, INC.
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  Description of Business.
 .
   Basis of Presentation
  6




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Risks and uncertainties.
 Net (Loss) Income Per Share
 Three Months EndedSeptember 30,2008
    
    
    2007Numerator:Net (loss) income
    
    $
    (3,412
    )
    
    $
    1,325Denominator:Weighted average shares outstanding  basic
    
    
    20,757
    
    
    
    23,182Effect of dilutive potential common shares
    
    
    
    
    
    
    610Weighted average shares outstanding  diluted
    
    
    20,757
    
    
    
    23,792Net (loss) income per share  basic
    
    $
    (0.16
    )
    
    $
    0.06Net (loss) income per share  diluted
    
    $
    (0.16
    )
    
    $
    0.06Antidilutive stock options not included in net
income per share calculation
    
    
    4,185
    
    
    
    2,603
 Comprehensive Income (Loss).
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September 30,
    
    
    June 30,2008
    
    
    2008Accumulated other comprehensive income:Cumulative translation adjustment
    
    $
    8,745
    
    
    $
    8,244Unrealized gain on investments, net
    
    
    27
    
    
    
    12$
    8,772
    
    
    $
    8,256
  Three Months EndedSeptember 30,2008
    
    
    2007Net (loss) income
    
    $
    (3,412
    )
    
    $
    1,325Change in cumulative translation adjustments
    
    
    501
    
    
    
    533Unrealized gain on investments, net
    
    
    15
    
    
    
    75Total comprehensive (loss) income
    
    $
    (2,896
    )
    
    $
    1,933
 Short-Term and Long-Term Investments.
  September 30, 2008Gross
    
    
    GrossCarrying
    
    
    Amortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    EstimatedValue
    
    
    Cost
    
    
    Gains
    
    
    Losses
    
    
    Fair ValueShort-term investments:Corporate securities
    
    $
    16,263
    
    
    $
    16,252
    
    
    $
    11
    
    
    $
    (27
    )
    
    $
    16,236United States government agencies
    
    
    15,990
    
    
    
    15,974
    
    
    
    16
    
    
    
    (5
    )
    
    
    15,985Total short-term investments
    
    
    32,253
    
    
    
    32,226
    
    
    
    27
    
    
    
    (32
    )
    
    
    32,221Long-term investments:United States government agencies
    
    
    15,003
    
    
    
    15,003
    
    
    
    
    
    
    
    (64
    )
    
    
    14,939Total long-term investments
    
    
    15,003
    
    
    
    15,003
    
    
    
    
    
    
    
    (64
    )
    
    
    14,939Total investments
    
    $
    47,256
    
    
    $
    47,229
    
    
    $
    27
    
    
    $
    (96
    )
    
    $
    47,160
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June 30, 2008Gross
    
    
    GrossCarrying
    
    
    Amortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    EstimatedValue
    
    
    Cost
    
    
    Gains
    
    
    Losses
    
    
    Fair ValueShort-term investments:Corporate securities
    
    $
    30,171
    
    
    $
    30,159
    
    
    $
    43
    
    
    $
    (18
    )
    
    $
    30,184United States government agencies
    
    
    19,906
    
    
    
    19,906
    
    
    
    2
    
    
    
    (2
    )
    
    
    19,906Total short-term investments
    
    
    50,077
    
    
    
    50,065
    
    
    
    45
    
    
    
    (20
    )
    
    
    50,090Long-term investments:United States government agencies
    
    
    20,003
    
    
    
    20,003
    
    
    
    11
    
    
    
    (64
    )
    
    
    19,950Total long-term investments
    
    
    20,003
    
    
    
    20,003
    
    
    
    11
    
    
    
    (64
    )
    
    
    19,950Total investments
    
    $
    70,080
    
    
    $
    70,068
    
    
    $
    56
    
    
    $
    (84
    )
    
    $
    70,040
  September 30, 2008Gross
    
    
    GrossAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    EstimatedCost
    
    
    Gains
    
    
    Losses
    
    
    Fair ValueAvailable-for-sale investments:Corporate securities
    
    $
    11,634
    
    
    $
    11
    
    
    $
    
    
    
    $
    11,645United States government agencies
    
    
    4,974
    
    
    
    16
    
    
    
    
    
    
    
    4,990Total available-for-sale investments
    
    
    16,608
    
    
    
    27
    
    
    
    
    
    
    
    16,635Held-to-maturity investments:Corporate securities
    
    
    4,618
    
    
    
    
    
    
    
    (27
    )
    
    
    4,591United States government agencies
    
    
    26,003
    
    
    
    
    
    
    
    (69
    )
    
    
    25,934Total held-to-maturity investments
    
    
    30,621
    
    
    
    
    
    
    
    (96
    )
    
    
    30,525Total investments
    
    $
    47,229
    
    
    $
    27
    
    
    $
    (96
    )
    
    $
    47,160
 June 30, 2008Gross
    
    
    GrossAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    EstimatedCost
    
    
    Gains
    
    
    Losses
    
    
    Fair ValueAvailable-for-sale investments:Corporate securities
    
    $
    22,493
    
    
    $
    27
    
    
    $
    (15
    )
    
    $
    22,505United States government agencies
    
    
    19,906
    
    
    
    2
    
    
    
    (2
    )
    
    
    19,906Total available-for-sale investments
    
    
    42,399
    
    
    
    29
    
    
    
    (17
    )
    
    
    42,411Held-to-maturity investments:Corporate securities
    
    
    7,666
    
    
    
    16
    
    
    
    (3
    )
    
    
    7,679United States government agencies
    
    
    20,003
    
    
    
    11
    
    
    
    (64
    )
    
    
    19,950Total held-to-maturity investments
    
    
    27,669
    
    
    
    27
    
    
    
    (67
    )
    
    
    27,629Total investments
    
    $
    70,068
    
    
    $
    56
    
    
    $
    (84
    )
    
    $
    70,040
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September 30, 2008In Loss Position
    
    
    In Loss Position< 12 months
    
    
    12 months and longer
    
    
    Total In Loss PositionGross
    
    
    
    
    
    
    Gross
    
    
    
    
    
    
    GrossFair
    
    
    Unrealized
    
    
    Fair
    
    
    Unrealized
    
    
    Fair
    
    
    UnrealizedValue
    
    
    Losses
    
    
    Value
    
    
    Losses
    
    
    Value
    
    
    LossesHeld-to-maturity investments:Corporate securities
    
    $
    4,590
    
    
    $
    (27
    )
    
    $
    
    
    
    $
    
    
    
    $
    4,590
    
    
    $
    (27
    )United States government agencies
    
    
    5,995
    
    
    
    (5
    )
    
    
    14,939
    
    
    
    (64
    )
    
    
    20,934
    
    
    
    (69
    )Total held-to-maturity investments
    
    
    10,585
    
    
    
    (32
    )
    
    
    14,939
    
    
    
    (64
    )
    
    
    25,524
    
    
    
    (96
    )Total investments in loss position
    
    $
    10,585
    
    
    $
    (32
    )
    
    $
    14,939
    
    
    $
    (64
    )
    
    $
    25,524
    
    
    $
    (96
    )
  September 30, 2008
    
    
    June 30, 2008Amortized
    
    
    Estimated
    
    
    Amortized
    
    
    EstimatedCost
    
    
    Fair Value
    
    
    Cost
    
    
    Fair ValueAvailable-for-sale investments:Due in one year or less
    
    $
    16,608
    
    
    $
    16,635
    
    
    $
    42,399
    
    
    $
    42,411Total available-for-sale investments
    
    
    16,608
    
    
    
    16,635
    
    
    
    42,399
    
    
    
    42,411Held-to-maturity investments:Due in one year or less
    
    
    15,618
    
    
    
    15,585
    
    
    
    7,666
    
    
    
    7,679Due in one year to five years
    
    
    15,003
    
    
    
    14,939
    
    
    
    20,003
    
    
    
    19,950Total held-to-maturity investments
    
    
    30,621
    
    
    
    30,524
    
    
    
    27,669
    
    
    
    27,629Total investments
    
    $
    47,229
    
    
    $
    47,159
    
    
    $
    70,068
    
    
    $
    70,040
 Fair Value Accounting
  10




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Items Measured at Fair Value on a Nonrecurring Basis
  Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    TotalFinancial Assets:Money Market Funds
    
    $
    29,311
    
    
    $
    9,998
    
    
    $
    
    
    
    $
    39,309U.S. Treasury and Agency Securities
    
    
    
    
    
    
    30,993
    
    
    
    
    
    
    
    30,993Commercial Paper
    
    
    
    
    
    
    34,948
    
    
    
    
    
    
    
    34,948Corporate securities
    
    
    
    
    
    
    16,263
    
    
    
    
    
    
    
    16,263Total financial asstes
    
    $
    29,311
    
    
    $
    92,202
    
    
    $
    
    
    
    $
    121,513
  Items Measured at Fair Value on a Nonrecurring Basis
  11




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Accrued Transitional Costs for Contract Manufacturing.
 Consolidation ofWorkforce
    
    
    Excess FacilitiesReduction
    
    
    and Other Charges
    
    
    TotalBalance at June 30, 2007
    
    $
    1,234
    
    
    $
    
    
    
    $
    1,234Additional charge
    
    
    248
    
    
    
    507
    
    
    
    755Payments
    
    
    (304
    )
    
    
    (507
    )
    
    
    (811
    )Balance at September 30, 2007
    
    
    1,178
    
    
    
    
    
    
    
    1,178Additional charge
    
    
    305
    
    
    
    227
    
    
    
    532Payments
    
    
    (841
    )
    
    
    (227
    )
    
    
    (1,068
    )Balance at December 31, 2007
    
    
    642
    
    
    
    
    
    
    
    642Additional charge
    
    
    
    
    
    
    547
    
    
    
    547Payments
    
    
    (139
    )
    
    
    (547
    )
    
    
    (686
    )Balance at March 31, 2008
    
    
    503
    
    
    
    
    
    
    
    503Additional charge
    
    
    
    
    
    
    451
    
    
    
    451Other adjustment
    
    
    (100
    )
    
    
    
    
    
    
    (100
    )Payments
    
    
    (62
    )
    
    
    (451
    )
    
    
    (513
    )Balance at June 30, 2008
    
    
    341
    
    
    
    
    
    
    
    341Payments
    
    
    (59
    )
    
    
    
    
    
    
    (59
    )Balance at September 30, 2008
    
    $
    282
    
    
    $
    
    
    
    $
    282
  Accrued Restructuring Costs.
 12




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Three Months EndedSeptember 30,2008Accrued restructuring beginning balance
    
    $
    370Additions
    
    
    Cash payments
    
    
    (370
    )Accrued restructuring ending balance
    
    $
    
 Inventories
 September 30,
    
    
    June 30,2008
    
    
    2008Inventories:Raw materials
    
    $
    15,082
    
    
    $
    19,720Work-in-process
    
    
    8,983
    
    
    
    8,230Total
    
    $
    24,065
    
    
    $
    27,950
 Goodwill and Intangible Assets, Net.
 EstimatedUseful Life
    
    
    Gross
    
    
    AccumulatedSeptember 30, 2008
    
    (in Years)
    
    
    Amount
    
    
    Amortization
    
    
    NetTechnology
    
    
    4
    
    
    $
    8,673
    
    
    $
    2,277
    
    
    $
    6,396Trade name
    
    
    6
    
    
    
    1,595
    
    
    
    276
    
    
    
    1,319Customer relationships
    
    
    3-4
    
    
    
    5,481
    
    
    
    1,492
    
    
    
    3,989Backlog
    
    
    1
    
    
    
    97
    
    
    
    97
    
    
    
    Total
    
    
    
    
    
    $
    15,846
    
    
    $
    4,142
    
    
    $
    11,704
 EstimatedUseful Life
    
    
    Gross
    
    
    AccumulatedJune 30, 2008
    
    (in Years)
    
    
    Amount
    
    
    Amortization
    
    
    NetTechnology
    
    
    4
    
    
    $
    8,673
    
    
    $
    1,735
    
    
    $
    6,938Trade name
    
    
    6
    
    
    
    1,595
    
    
    
    209
    
    
    
    1,386Customer relationships
    
    
    3-4
    
    
    
    5,481
    
    
    
    1,147
    
    
    
    4,334Backlog
    
    
    1
    
    
    
    97
    
    
    
    97
    
    
    
    Total
    
    
    
    
    
    $
    15,846
    
    
    $
    3,188
    
    
    $
    12,658
  Three Months EndedSeptember 30,Reported as:
    
    2008
    
    
    2007Cost of revenues
    
    $
    542
    
    
    $
    274Operating expenses
    
    
    412
    
    
    
    266Total
    
    $
    954
    
    
    $
    540
 13




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##### Table of Contents



Fiscal years ending June 30,
    
    Amount2009
    
    $
    2,8582010
    
    
    3,7822011
    
    
    3,6772012
    
    
    1,0662013
    
    
    260After 2013
    
    
    61$
    11,704
  Accrued Liabilities.
 September 30,
    
    
    June 30,2008
    
    
    2008Accrued liabilities:Payroll and related expenses
    
    $
    2,979
    
    
    $
    3,388Accrued sales commission
    
    
    566
    
    
    
    465Accrued warranty
    
    
    346
    
    
    
    286Accrued professional fees
    
    
    1,223
    
    
    
    1,473Acquisition costs
    
    
    13
    
    
    
    13Accrued sales return
    
    
    567
    
    
    
    594Advance deposits from customers
    
    
    279
    
    
    
    239Other
    
    
    5,778
    
    
    
    5,298$
    11,751
    
    
    $
    11,756
 Product Warranties.
  Three Months EndedSeptember 30,2008
    
    
    2007Balance at the beginning of the period
    
    $
    286
    
    
    $
    445Accruals for warranties issued during the period
    
    
    85
    
    
    
    62Accruals related to pre-existing warranties
including expirations and changes in estimates
    
    
    25
    
    
    
    (16
    )Cost of warranty repair
    
    
    (50
    )
    
    
    (34
    )Balance at the end of the period
    
    $
    346
    
    
    $
    457
 14




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##### Table of Contents



Stock Compensation
 Three Months EndedSeptember 30,2008
    
    
    2007Stock-based compensation expense by type of award:Employee stock options
    
    $
    1,116
    
    
    $
    1,391Restricted stock awards
    
    
    223
    
    
    
    253Employee stock purchase plan
    
    
    228
    
    
    
    102Total stock-based compensation
    
    
    1,567
    
    
    
    1,746Tax effect on stock-based compensation
    
    
    
    
    
    
    Net effect on net (loss) income
    
    $
    1,567
    
    
    $
    1,746Effect on net (loss) income per share:Basic
    
    $
    (0.08
    )
    
    $
    (0.08
    )Diluted
    
    $
    (0.08
    )
    
    $
    (0.07
    )
     15




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##### Table of Contents



Valuation Assumptions
  Three Months EndedSeptember 30,2008
    
    2007Risk-free interest rate
    
    
    2.97
    %
    
    
    4.33
    %Expected term
    
    4.6 years
    
    4.6 yearsExpected dividends
    
    
    0
    %
    
    
    0
    %Volatility
    
    
    49
    %
    
    
    43
    %
    Equity Incentive Program
  16




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##### Table of Contents



WeightedNumber of
    
    
    AverageShares Available
    
    
    Options
    
    
    Exercisefor Grant
    
    
    Outstanding
    
    
    PriceBalance, June 30, 2008
    
    
    3,561,060
    
    
    
    4,088,567
    
    
    $
    14.6000Options and awards granted (1)
    
    
    (293,980
    )
    
    
    277,980
    
    
    
    13.8666Options exercised
    
    
    
    
    
    
    (38,146
    )
    
    
    9.2556Options canceled
    
    
    143,580
    
    
    
    (143,580
    )
    
    
    26.8733Expired (2)
    
    
    (45,036
    )
    
    
    
    
    
    
    Balance, September 30, 2008
    
    
    3,365,624
    
    
    
    4,184,821
    
    
    $
    14.1789
 
 (1)
    
    The number of options and awards granted in the three months ended September 30, 2008 include
16,000 stock awards.(2)
    
    In connection with the acquisition of OCP, Oplink assumed outstanding stock options issued
pursuant to OCPs stock option plans and converted them into options to purchase shares of
Oplink common stock pursuant to conversion terms stated in the merger agreement. Stock
options that were granted and subsequently cancelled are not available for future grant.  Options Outstanding
    
    
    Options Vested and Exercisableat September 30, 2008
    
    
    at September 30, 2008Weighted
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    WeightedAverage
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    AverageRemaining
    
    
    Weighted
    
    
    Aggregate
    
    
    
    
    
    
    Remaining
    
    
    Weighted
    
    
    AggregateContractual
    
    
    Average
    
    
    Intrinsic
    
    
    
    
    
    
    Contractual
    
    
    Average
    
    
    IntrinsicRange of Exercise
    
    Number
    
    
    Life
    
    
    Exercise
    
    
    Value
    
    
    Number
    
    
    Life
    
    
    Exercise
    
    
    ValuePrice
    
    Outstanding
    
    
    (in Years)
    
    
    Price
    
    
    (in thousands)
    
    
    Outstanding
    
    
    (in Years)
    
    
    Price
    
    
    (in thousands)$0.0001 - $2.00
    
    
    11,964
    
    
    
    0.5
    
    
    $
    0.63
    
    
    $
    148
    
    
    
    11,964
    
    
    
    0.5
    
    
    $
    0.63
    
    
    $
    148$3.0001 - $5.00
    
    
    478,834
    
    
    
    3.9
    
    
    
    4.60
    
    
    
    4,011
    
    
    
    478,834
    
    
    
    3.9
    
    
    
    4.60
    
    
    
    4,011$5.0001 - $10.00
    
    
    406,936
    
    
    
    4.0
    
    
    
    5.98
    
    
    
    2,850
    
    
    
    406,936
    
    
    
    4.0
    
    
    
    5.98
    
    
    
    2,850$10.0001 - $11.00
    
    
    615,717
    
    
    
    9.0
    
    
    
    10.10
    
    
    
    1,772
    
    
    
    99,992
    
    
    
    6.6
    
    
    
    10.15
    
    
    
    283$11.0000 - $13.00
    
    
    368,543
    
    
    
    8.6
    
    
    
    12.23
    
    
    
    277
    
    
    
    81,132
    
    
    
    6.2
    
    
    
    12.57
    
    
    
    34$13.0001 - $15.00
    
    
    869,842
    
    
    
    8.6
    
    
    
    13.59
    
    
    
    
    
    
    
    256,081
    
    
    
    7.0
    
    
    
    13.52
    
    
    
    $15.0001 - $17.00
    
    
    89,561
    
    
    
    8.2
    
    
    
    16.94
    
    
    
    
    
    
    
    42,945
    
    
    
    8.1
    
    
    
    16.89
    
    
    
    $17.0001 - $19.00
    
    
    363,157
    
    
    
    6.1
    
    
    
    18.06
    
    
    
    
    
    
    
    237,832
    
    
    
    5.2
    
    
    
    18.09
    
    
    
    $19.0001 - $20.00
    
    
    93,311
    
    
    
    7.7
    
    
    
    19.67
    
    
    
    
    
    
    
    49,168
    
    
    
    7.5
    
    
    
    19.64
    
    
    
    $20.0001 - $21.00
    
    
    756,390
    
    
    
    7.7
    
    
    
    20.24
    
    
    
    
    
    
    
    423,302
    
    
    
    7.7
    
    
    
    20.24
    
    
    
    $21.0001 - $37.00
    
    
    76,139
    
    
    
    2.2
    
    
    
    31.06
    
    
    
    
    
    
    
    75,569
    
    
    
    2.1
    
    
    
    31.09
    
    
    
    $40.0001 - $158.00
    
    
    54,455
    
    
    
    2.0
    
    
    
    83.83
    
    
    
    
    
    
    
    54,455
    
    
    
    2.0
    
    
    
    83.83
    
    
    
    4,184,849
    
    
    
    7.0
    
    
    $
    14.18
    
    
    $
    9,057
    
    
    
    2,218,210
    
    
    
    5.4
    
    
    $
    14.25
    
    
    $
    7,325Vested and expected to vest
    
    
    3,821,336
    
    
    
    6.7
    
    
    $
    14.14
    
    
    $
    8,769
  17




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Employee Stock Purchase Plan
   Recent Accounting Pronouncements
   18




---



##### Table of Contents



19




---



##### Table of Contents



Commitments and Contingencies
 Contractual Obligations
  Contractual Obligations Due by PeriodContractual Obligations
    
    Total
    
    
    Less than 1 year
    
    
    1-3 years
    
    
    4-5 years
    
    
    After 5 yearsPurchase obligations
    
    $
    17,290
    
    
    $
    17,290
    
    
    $
    
    
    
    $
    
    
    
    $
    Operating leases
    
    
    1,115
    
    
    
    605
    
    
    
    470
    
    
    
    40
    
    
    
    Capital expenditures
    
    
    2,143
    
    
    
    2,036
    
    
    
    86
    
    
    
    21
    
    
    
    Total
    
    $
    20,548
    
    
    $
    19,931
    
    
    $
    556
    
    
    $
    61
    
    
    $
    
 Litigations
 IPO Securities Litigation
    20




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##### Table of Contents



IPO 16(b) Claim
  Oplink vs. O-Net Communications, et al.
   21




---



##### Table of Contents



Segment Reporting.
  Three MonthsEnded September 30,2008
    
    
    2007Revenues:United States
    
    $
    14,247
    
    
    $
    21,239Europe
    
    
    6,899
    
    
    
    6,969Asia
    
    
    19,028
    
    
    
    16,474Canada
    
    
    2,778
    
    
    
    4,469Totals
    
    $
    42,952
    
    
    $
    49,151
  September 30,
    
    
    June 30,2008
    
    
    2008United States
    
    $
    10,173
    
    
    $
    10,423Asia
    
    
    22,607
    
    
    
    23,783Totals
    
    $
    32,780
    
    
    $
    34,206
  Income Taxes. Accounting for Uncertainty in
Income Taxes  an interpretation of FASB Statement No. 109 Recognition Measurement
    22




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ITEM 2  MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 Forward-looking statements
   Overview
     23




---



##### Table of Contents



Use of Estimates and Critical Accounting Policies
   
    
    revenue recognition and product returns;
    
    depreciation and amortization;
    
    warranty obligations;
    
    allowance for doubtful accounts;
    
    excess and obsolete inventory;
    
    impairment of investments;
    
    long-lived asset valuation;
    
    business combination;
    
    income taxes;
    
    stock compensation; and
    
    loss contingencies.
   24




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##### Table of Contents



Results of Operations
 Revenues
 (In thousands, except percentages)
 Three Months EndedSeptember 30,
    
    
    
    
    
    Percentage2008
    
    2007
    
    Change
    
    ChangeRevenue
    
    $
    42,952
    
    
    $
    49,151
    
    
    $
    (6,199
    )
    
    
    -12.6
    %
     Gross Profit
 (In thousands, except percentages)
 Three Months EndedSeptember 30,
    
    
    
    
    
    Percentage2008
    
    2007
    
    Change
    
    ChangeGross profit
    
    $
    6,189
    
    
    $
    11,828
    
    
    $
    (5,639
    )
    
    
    -47.7
    %Gross profit margin
    
    
    14.4
    %
    
    
    24.1
    %
  25




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##### Table of Contents



Research and Development
 (In thousands, except percentages)
 Three Months EndedSeptember 30,
    
    
    
    
    
    Percentage2008
    
    2007
    
    Change
    
    ChangeResearch and development
    
    $
    3,505
    
    
    $
    4,698
    
    
    $
    (1,193
    )
    
    
    -25.4
    %
   Sales and Marketing
 (In thousands, except percentages)
 Three Months EndedSeptember 30,
    
    
    
    
    
    Percentage2008
    
    2007
    
    Change
    
    ChangeSales and marketing
    
    $
    2,572
    
    
    $
    3,129
    
    
    $
    (557
    )
    
    
    -17.8
    %
  26




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##### Table of Contents



General and Administrative
 (In thousands, except percentages)
 Three Months EndedSeptember 30,
    
    
    
    
    
    Percentage2008
    
    2007
    
    Change
    
    ChangeGeneral and administrative
    
    $
    3,577
    
    
    $
    5,506
    
    
    $
    (1,929
    )
    
    
    -35.0
    %
   Stock Compensation Expense
 (In thousands, except percentages)
 Three Months EndedSeptember 30,
    
    
    
    
    
    Percentage2008
    
    2007
    
    Change
    
    ChangeStock compensation
expense
    
    $
    1,567
    
    
    $
    1,746
    
    
    $
    (179
    )
    
    
    -10.3
    %
   27




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##### Table of Contents



Transitional Costs for Contract Manufacturing
  Consolidation ofWorkforce
    
    
    Excess FacilitiesReduction
    
    
    and Other Charges
    
    
    TotalBalance at June 30, 2007
    
    $
    1,234
    
    
    $
    
    
    
    $
    1,234Additional charge
    
    
    248
    
    
    
    507
    
    
    
    755Payments
    
    
    (304
    )
    
    
    (507
    )
    
    
    (811
    )Balance at September 30, 2007
    
    
    1,178
    
    
    
    
    
    
    
    1,178Additional charge
    
    
    305
    
    
    
    227
    
    
    
    532Payments
    
    
    (841
    )
    
    
    (227
    )
    
    
    (1,068
    )Balance at December 31, 2007
    
    
    642
    
    
    
    
    
    
    
    642Additional charge
    
    
    
    
    
    
    547
    
    
    
    547Payments
    
    
    (139
    )
    
    
    (547
    )
    
    
    (686
    )Balance at March 31, 2008
    
    
    503
    
    
    
    
    
    
    
    503Additional charge
    
    
    
    
    
    
    451
    
    
    
    451Other adjustment
    
    
    (100
    )
    
    
    
    
    
    
    (100
    )Payments
    
    
    (62
    )
    
    
    (451
    )
    
    
    (513
    )Balance at June 30, 2008
    
    
    341
    
    
    
    
    
    
    
    341Payments
    
    
    (59
    )
    
    
    
    
    
    
    (59
    )Balance at September 30, 2008
    
    $
    282
    
    
    $
    
    
    
    $
    282
  Merger Fees
  Amortization of Intangible and Other Assets
  Interest and Other Income, Net
 (In thousands, except percentages)
 Three Months EndedSeptember 30,
    
    
    
    
    
    Percentage2007
    
    2007
    
    Change
    
    ChangeInterest and other
income, net
    
    $
    927
    
    
    $
    3,059
    
    
    $
    (2,132
    )
    
    
    -69.7
    %
 28




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##### Table of Contents



Minority Interest
  Provision for Income Taxes
   Liquidity and Capital Resources
  Three Months Ended September 30, 2008
  29




---



##### Table of Contents



.
   30




---



##### Table of Contents



Off-Balance Sheet Arrangements
  Contractual Obligations
  Contractual Obligations Due by PeriodContractual Obligations
    
    Total
    
    
    Less than 1 year
    
    
    1-3 years
    
    
    4-5 years
    
    
    After 5 yearsPurchase obligations
    
    $
    17,290
    
    
    $
    17,290
    
    
    $
    
    
    
    $
    
    
    
    $
    Operating leases
    
    
    1,115
    
    
    
    605
    
    
    
    470
    
    
    
    40
    
    
    
    Capital expenditures
    
    
    2,143
    
    
    
    2,036
    
    
    
    86
    
    
    
    21
    
    
    
    Total
    
    $
    20,548
    
    
    $
    19,931
    
    
    $
    556
    
    
    $
    61
    
    
    $
    
 Recent Accounting Pronouncements
    31




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##### Table of Contents



ITEM 3  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
  Interest Rate Exposure
   Carrying
    
    
    Average Rate
    
    
    Carrying
    
    
    Average RateValue at
    
    
    of Return at
    
    
    Value at
    
    
    of Return atSeptember 30,
    
    
    September 30,
    
    
    June 30,
    
    
    June 30,2008
    
    
    2008
    
    
    2008
    
    
    2008(Annualized)
    
    
    
    
    
    
    (Annualized)Investment Securities:Cash equivalents  variable rate
    
    $
    29,311
    
    
    
    2.0
    %
    
    $
    35,798
    
    
    
    1.1
    %Cash equivalents  fixed rate
    
    
    44,946
    
    
    
    2.2
    %
    
    
    19,933
    
    
    
    0.0
    %Short-term investments  variable rate
    
    
    4,618
    
    
    
    2.9
    %
    
    
    8,615
    
    
    
    2.9
    %Short-term investments  fixed rate
    
    
    27,635
    
    
    
    3.5
    %
    
    
    41,462
    
    
    
    2.0
    %Long-term investments  variable rate
    
    
    5,003
    
    
    
    3.0
    %
    
    
    5,003
    
    
    
    2.4
    %Long-term investments  fixed rate
    
    
    10,000
    
    
    
    2.9
    %
    
    
    15,000
    
    
    
    3.0
    %Total
    
    $
    121,513
    
    
    
    
    
    
    $
    125,811
 32




---



##### Table of Contents



Expected Fiscal Year Maturity Date2009
    
    2010
    
    Total
    
    Fair ValueLong-term investments  variable rate
    
    $
    
    
    
    $
    5,003
    
    
    $
    5,003
    
    
    $
    4,993Long-term investments  fixed rate
    
    
    
    
    
    
    10,000
    
    
    
    10,000
    
    
    
    9,946Average interest rate
    
    
    
    
    
    
    2.9
    %
    
    
    2.9
    %
 Foreign Currency Exchange Rate Exposure
    
 ITEM 4  CONTROLS AND PROCEDURES.
 Evaluation of Disclosure Controls and Procedures.
 Changes in Internal Control over Financial Reporting.
 
 PART II. OTHER INFORMATION
 
 ITEM 1- LEGAL PROCEEDINGS
 IPO Litigation
  33




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IPO 16(b) Claim
  34




---



##### Table of Contents



Oplink vs. O-Net Communications, et al.
   
 Item 1A Risk Factors
   We have incurred significant losses in the past, and if we are unable to continue to increase our
revenues while controlling our costs and operating expenses, we may be unable to sustain our
profitability.
 $
 35




---



##### Table of Contents



Our quarterly revenues and operating results may fluctuate significantly from quarter to quarter,
which may cause our stock price to drop.
  
    
    current uncertain macro-economic climate, including but not limit to the effects of
weakness in credit markets, could lead to reduced demand from our customers, increased price
competition for our products, and increased risk of excess and obsolete inventories;
    
    fluctuations in demand for, and sales of, our products;
    
    declines in the average selling prices of our products;
    
    fluctuations in the mix of products sold during a quarter (for example, the percentage of
total sales represented by lower margin products such as our ROADM products and line
transmission applications products);
    
    competitive factors in the fiber optic components and subsystems market, including
introductions of new products, new technologies and product enhancements by competitors,
consolidation of competitors, customers and service provider end users and pricing
pressures;
    
    the ability of our manufacturing operations in China to timely produce and deliver
products in the quantity and of the quality our customers require;
    
    our inability to cut costs quickly in the event of market or demand downturns, due to the
fact that a high percentage of our expenses, including those related to manufacturing,
engineering, research and development, sales and marketing and general and administrative
functions, are fixed in the short term;
    
    the availability of materials and components used in our products or increases in the
prices of these materials;
    
    our ability to develop, introduce, manufacture and ship new and enhanced optical
networking products in a timely manner and in production quantities without defects or other
quality issues; and
    
    costs associated with, and the outcomes of, any intellectual property or other litigation
to which we may be a party.
 Our recent acquisition of OCP may prove unfavorable to us and our stockholders, because we may not
realize expected benefits or synergies.
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We depend on the growth and success of the communications industry, which is subject to severe
fluctuations in economic activity.
     We expect volatility in our stock price, which could cause you to lose all or part of your
investment.
  
    
    quarterly variations in our operating results;
    
    changes in financial estimates by securities analysts and our failure to meet estimates;
    
    changes in market values of comparable companies;
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
    
    announcements by our competitors or us of new products or of significant acquisitions,
strategic partnerships or joint ventures;
    
    any loss by us of a major customer;
    
    economic fluctuations in the market for optical communications products, or in the
telecommunications industry generally;
    
    the outcome of, and costs associated with, any litigation to which we are or may become a
party;
    
    departures of key management or engineering personnel; and
    
    future sales of our common stock.
 The optical networking component industry is experiencing declining average selling prices, which
could cause our gross margins to decline and harm our operating results.
  Our ROADM Optical Switching and Routing product has accounted for a significant portion of our
revenues for recent periods. We have recently experienced declines in both unit shipments and ASPs
of our ROADM products as a result of increased competition, and we expect this trend to continue.
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If our customers do not approve our manufacturing processes and qualify our products, we will lose
significant customer sales and opportunities.
   We depend upon a small number of customers for a substantial portion of our revenues, and any
decrease in revenues from, or loss of, these customers without a corresponding increase in revenues
from other customers would harm our operating results.
    Our markets are highly competitive, some of our customers are also our competitors, and our other
customers may choose to purchase our competitors products rather than our products or develop
internal capabilities to produce their own fiber optic modules.
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Because we depend on third parties to supply some of our raw materials and components, we may not
be able to obtain sufficient quantities of these materials, which could limit our ability to fill
customer orders and harm our operating results.
    If we are unable develop new products and product enhancements that achieve market acceptance, our
revenues could decline, which would harm our operating results.
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If we are unable to successfully integrate acquired businesses or technologies, our operating
results may be harmed.
  
    
    additional operating expenses without additional revenues;
    
    potential dilutive issuances of equity securities;
    
    the incurrence of debt and contingent liabilities;
    
    intangible asset write-offs;
    
    research and development write-offs;
    
    other acquisition-related expenses; and
    
    cannibalization of product lines leading to revenue attrition.
  
    
    problems assimilating the purchased operations, technologies or products;
    
    unanticipated costs associated with the acquisition;
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
    
    diversion of managements attention from our core business;
    
    adverse effects on existing business relationships with suppliers and customers;
    
    risks associated with entering markets in which we have no or limited prior experience; and
    
    potential loss of key employees of purchased organizations.
 If we fail to effectively manage our manufacturing capability, produce products that meet our
customers quality requirements and achieve acceptable production yields in China, we may not be
able to deliver sufficient quantities of products that meet all of our customers order
requirements in a timely manner, which would harm our operating results.
     
    
    our ability to procure the necessary raw materials and equipment on a timely basis;
    
    a potential lack of availability of qualified management and manufacturing personnel;
    
    our ability to maintain quality;
    
    our ability to effectively manage headcount, particularly if we undertake to expand our
manufacturing operations;
    
    vulnerability of telecommunications networks in East Asia to natural disasters, such as
the recent earthquake that damaged several undersea fiber-optic cables responsible for
Internet and telephone connections with parts of China; and
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
    
    our ability to quickly and efficiently implement an adequate set of financial controls to
effectively track and control inventory levels and inventory mix and to accurately predict
inventory requirements.
  If we fail to predict our manufacturing requirements accurately, we could incur additional carrying
costs and have excess and obsolete inventory or we could experience manufacturing delays, which
could cause us to lose orders or customers.
  Our products may have defects that are not detected until full deployment of a customers
equipment, which could result in a loss of customers, damage to our reputation and substantial
costs.
  
    
    loss of customers;
    
    loss of or delay in revenues;
    
    loss of market share;
    
    damage to our brand and reputation;
    
    inability to attract new customers or achieve market acceptance;
    
    diversion of development resources;
    
    increased service and warranty costs;
    
    legal actions by our customers; and
    
    increased insurance costs.
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Because none of our customers are obligated to purchase our products, they may cancel or defer
their purchases at any time and on short notice, which could harm our operating results.
  
    
    may stop purchasing our products or defer their purchases on short notice;
    
    are free to purchase products from our competitors;
    
    are not required to make minimum purchases; and
    
    may cancel orders that they place with us.
  We depend on key personnel to manage our business effectively in a rapidly changing market, and if
we are unable to retain our key employees and hire additional personnel, our ability to sell our
products could be harmed.
 .
  We are exposed to currency rate fluctuations and exchange controls that could adversely impact our
operating results.
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If our liability for U.S. and foreign taxes is greater than we have anticipated and reserved for,
our operating results may suffer.
  If tax benefits available to our subsidiaries located in China are reduced or repealed or our China
subsidiaries fail to meet the requirements for utilizing such tax benefits, our financial condition
and operating results could suffer.
  If we are unable to protect our proprietary technology, our ability to succeed will be harmed.
  We may be involved in intellectual property disputes in the future, which will divert managements
attention and could cause us to incur significant costs and prevent us from selling or using the
challenged technology.
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
    
    obtain from the owner of the infringed intellectual property right a license to sell or
use the relevant technology, which license may not be available on reasonable terms, or at
all;
    
    stop selling, incorporating or using our products that use the challenged intellectual
property;
    
    pay substantial monetary damages; or
    
    redesign the products that use the technology.
  Our failure to comply with governmental regulations could subject us to liability. New laws could
be enacted that increase the risks and costs to Oplink. A new labor contract law has been enacted
in China.
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Failure to maintain effective internal controls in accordance with Section 404 of the
Sarbanes-Oxley Act of 2002 could impair the reliability of our financial statements, cause us to
delay filing our periodic reports with the SEC, harm our reputation and adversely affect our stock
price.
    Changes in existing financial accounting standards or practices may adversely affect our results of
operations.
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Disruption to commercial activities in the United States or in other countries, particularly in
China and Taiwan, may adversely impact our results of operations, our ability to raise capital or
our future growth.
  
    
    disruptions to commercial activities or damage to our facilities as a result of natural
disasters, political unrest, war, terrorism, labor strikes, and work stoppages;
    
    disruptions of telecommunications networks due to natural disasters;
    
    difficulties and costs of staffing and managing foreign operations with personnel who
have expertise in optical network technology;
    
    unexpected changes in regulatory or certification requirements for optical systems or
networks;
    
    disruptions in the transportation of our products and other risks related to the
infrastructure of foreign countries;
    
    economic instability;
    
    any future outbreak of severe acute respiratory syndrome, avian influenza and other
epidemics or illnesses; and
    
    power shortages at our manufacturing facilities in China, which may lead to production
delays.
    Provisions of our charter documents and Delaware law and other arrangements may have anti-takeover
effects that could prevent any change in control, which could negatively affect your investment.
  
    
    issue preferred stock with rights senior to those of the common stock without any further
vote or action by the stockholders;
    
    provide for a classified board of directors;
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
    
    eliminate the right of the stockholders to call a special meeting of stockholders;
    
    eliminate the right of stockholders to act by written consent; and
    
    impose various procedural and other requirements, which could make it difficult for
stockholders to effect certain corporate actions.
  
 ITEM 2  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  
 ITEM 3  DEFAULTS UPON SENIOR SECURITIES
  
 ITEM 4  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 ITEM 5  OTHER INFORMATION
  
 ITEM 6   EXHIBITS
 Exhibit Index
 Exhibit No.
    
    Description3.1(1)
    
    Amended and Restated Certificate of Incorporation of the Registrant.3.2(1)
    
    Bylaws of the Registrant.3.3(2)
    
    Certificate of Designation of Series A Junior Participating Preferred Stock.3.4(3)
    
    Certificate of Amendment to Amended and Restated Certificate of
Incorporation of the Registrant.31.1
    
    Certification of Chief Executive Officer Required under Rule 13a-14(a) of
the Securities Exchange Act of 1934, as amended.31.2
    
    Certification of Chief Financial Officer Required under Rule 13a-14(a) of
the Securities Exchange Act of 1934, as amended.32.1*
    
    Certification of Chief Executive Officer Required under Rule 13a-14(b) or
Rule 15d-14(b) of the Securities Exchange Act of 1934, as amended, and
Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C.
Section 1350).32.2*
    
    Certification of Chief Financial Officer Required under Rule 13a-14(b) or
Rule 15d-14(b) of the Securities Exchange Act of 1934, as amended, and 18
U.S.C. Section 1350.
 
 (1)
    
    Incorporated by reference to the Registrants Registration Statement
on Form S-1/A, No. 333-41506, as filed on October 3, 2000. 49




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(2)
    
    Previously filed as an Exhibit to the Registrants Report on Form 8-K
filed on March 22, 2002 and incorporated herein by reference.(3)
    
    Previously filed as an Exhibit to the Registrants Quarterly Report on
Form 10-Q filed on November 14, 2006 and
incorporated herein by reference.*
    
    The certifications attached as Exhibits 32.1 and 32.2 accompanies this Quarterly Report on Form
10-Q pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by
the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. 50




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SIGNATURES
  OPLINK COMMUNICATIONS, INC.
(Registrant)DATE:     November 7, 2008
    By:
    /s/ Shirley YinShirley YinChief Financial Officer
(Principal Financial and Accounting Officer) 51




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Exhibit Index
 Exhibit No.
    
    Description3.1(1)
    
    Amended and Restated Certificate of Incorporation of the Registrant.3.2(1)
    
    Bylaws of the Registrant.3.3(2)
    
    Certificate of Designation of Series A Junior Participating Preferred Stock.3.4(3)
    
    Certificate of Amendment to Amended and Restated Certificate of
Incorporation of the Registrant.31.1
    
    Certification of Chief Executive Officer Required under Rule 13a-14(a) of
the Securities Exchange Act of 1934, as amended.31.2
    
    Certification of Chief Financial Officer Required under Rule 13a-14(a) of
the Securities Exchange Act of 1934, as amended.32.1*
    
    Certification of Chief Executive Officer Required under Rule 13a-14(b) or
Rule 15d-14(b) of the Securities Exchange Act of 1934, as amended, and
Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C.
Section 1350).32.2*
    
    Certification of Chief Financial Officer Required under Rule 13a-14(b) or
Rule 15d-14(b) of the Securities Exchange Act of 1934, as amended, and 18
U.S.C. Section 1350.
 
 (1)
    
    Incorporated by reference to the Registrants Registration Statement
on Form S-1/A, No. 333-41506, as filed on October 3, 2000.(2)
    
    Previously filed as an Exhibit to the Registrants Report on Form 8-K
filed on March 22, 2002 and incorporated herein by reference.(3)
    
    Previously filed as an Exhibit to the Registrants Quarterly Report on
Form 10-Q filed on November 14, 2006 and
incorporated herein by reference.*
    
    The certifications attached as Exhibits 32.1 and 32.2 accompanies this Quarterly Report on Form
10-Q pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by
the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. 52