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UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





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FORM 10-K/A


Amendment No. 1





FOR ANNUAL AND TRANSITION
REPORTS PURSUANT TO SECTIONS 13 OR 15(d)


OF THE SECURITIES EXCHANGE ACT OF 1934





(Mark One)





|x |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- |  | ------------------------------------------------------------------------------------




For the fiscal year ended September 30, 2002





OR





| ̈ |  | 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 000-31861





OPTICAL COMMUNICATION PRODUCTS, INC.


(Exact Name of Registrant as Specified in Its Charter)





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Delaware

95-4344224(State or Other Jurisdiction of Incorporation or Organization)

(I.R.S. Employer Identification No.)





20961 Knapp Street


Chatsworth, California 91311


(Address of principal executive offices, including zip code)





Registrants Telephone Number, Including Area Code: (818) 701-0164





Securities registered pursuant to Section 12(b) of the Act: None


Securities registered pursuant to Section 12(g) of the Act:





Title of each class

Name of each exchange on which registeredClass A Common Stock, $0.001 par value

The Nasdaq National Market


Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13
or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days.  Yes  þ    No  ̈





Indicate by a check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and
will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ̈





Indicate by a check
mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).  Yes  ̈ No  þ


As of March 29, 2002, the last business day of the registrants most recently completed second
fiscal quarter, the approximate aggregate market value of voting and non-voting common stock held by non-affiliates of the registrant was $45,741,600 (based upon the last closing price for shares of the registrants common stock as reported by
The National Market System of the National Association of Securities Dealers Automated Quotation System as of that date). Shares of common stock held by each officer, director, and holder of 10% or more of the outstanding common stock have been
excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.


The registrant has two classes of common stock authorized, Class A Common Stock and Class B Common Stock. The rights, preferences and privileges of each class of common stock are substantially identical except for voting rights. The
holders of Class A Common Stock are entitled to one vote per share while holders of Class B Common Stock are entitled to ten votes per share on matters to be voted on by stockholders. As of November 30, 2002, there were approximately 43,885,900
shares of Class A Common Stock outstanding and 66,000,000 shares of Class B Common Stock outstanding.





DOCUMENTS
INCORPORATED BY REFERENCE





Certain information required in Part III hereto is incorporated by reference to the
Proxy Statement for the Registrants 2003 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by the
Registrants Form 10-K, as amended, originally filed with the Securities and Exchange Commission on December 27, 2002.





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EXPLANATORY NOTE





This Form 10-K/A is being filed solely for the purpose of correcting a clerical error in the cover page of the Form 10-K originally filed with the Securities and
Exchange Commission on December 27, 2002. The accurate information is set forth in the cover page above, which corrects the information provided regarding the approximate aggregate market value of voting and non-voting common stock held by
non-affiliates of the registrant as of March 29, 2002. This Form 10-K/A does not reflect events occurring after the filing of the original Form 10-K, or modify or update the disclosures therein in any way other than as required to reflect the
amendment set forth herein.







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SIGNATURES





Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to the Annual Report on Form 10-K to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Chatsworth, State of California, on the 6th day of January, 2003.





OPTICAL COMMUNICATION PRODUCTS, INC.By:

/s/    MUOI VAN
TRANName:

Muoi Van TranTitle:

President and Chief Executive Officer





PERIODIC REPORT CERTIFICATION


of the Chief Executive Officer





I,
Muoi Van Tran, the Chief Executive Officer of Optical Communication Products, Inc., certify that:





1.    I have reviewed this annual report on Form 10-K/A of Optical Communication Products, Inc.; and





2.    Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period covered by this annual report.


/s/    MUOI VAN
TRANMuoi Van TranPresident and Chief Executive Officer (Principal Executive Officer) January 6, 2003




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PERIODIC REPORT CERTIFICATION


of the Chief Financial Officer





I, Susie L. Nemeti, the Chief Financial Officer of Optical
Communication Products, Inc., certify that:





1.    I have reviewed this annual report on Form
10-K/A of Optical Communication Products, Inc.; and





2.    Based on my knowledge, this annual
report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period
covered by this annual report.








/s/    SUSIE L.
NEMETISusie L. NemetiChief Financial Officer (Principal Executive Officer) January 6, 2003