**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

WASHINGTON, D.C. 20549        ____________________

**FORM 10-Q**

(Mark One)     

|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2009

 

Commission File Number 0-31857

| **ALLIANCE FIBER OPTIC PRODUCTS, INC.**                |
|--------------------------------------------------------|
| (Exact name of registrant as specified in its charter) |

|         |                            |   |              |         |
|--------------|---------------------------------|--------|------------------------|--------------|
|    | Delaware                        |   | 77-0554122             |    |
|         | (State or other jurisdiction of |   | (I.R.S. employer       |         |
|         | Incorporation or organization)  |   | identification number) |         |

|                                        |
|--------------------------------------------------|
| 275 Gibraltar Drive, Sunnyvale, California 94089 |
| (Address of Principal Executive Offices)         |

|                                           |
|-----------------------------------------------------|
| (408) 736-6900                                      |
| (Registrant's telephone number including area code) |

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.      Yesþ   No o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months        (or for such shorter period that the registrant was required to submit and post such files).      Yes  o  No o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.Seethedefinitionsof “accelerated filer”,”large accelerated filer”,and “smaller reporting company”in Rule        12b-2 of the Exchange Act).(Check one):         

Largeacceleratedfiler o               AcceleratedFiler o                      Non-acceleratedfiler o                 Smallerreportingcompany þ

                         (Do not check if        a smaller reporting company)

                                                  

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2of the Exchange Act).             Yes  o     Noþ

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****ALLIANCE FIBER OPTIC PRODUCTS, INC.        FORM 10-Q        QUARTERLY PERIOD ENDED MARCH 31, 2009****INDEX****

 

|                                                                                                                                    | Page   |
|------------------------------------------------------------------------------------------------------------------------------------|--------|
|                                                                                                                                    |        |
| PART I: FINANCIAL INFORMATION                                                                                                      | 1      |
|                                                                                                                               |   |
|      ITEM 1: FINANCIAL STATEMENTS                                                                         | 1      |
|                                                                                                                               |   |
|           Condensed Consolidated Balance Sheets at March 31, 2009 (unaudited)    |   |
|           and December 31, 2008                                                  | 1      |
|                                                                                                                               |   |
|           Condensed Consolidated Statements of Operations for the                |   |
|           Three Months Ended March 31, 2009 and 2008 (unaudited)                 | 2      |
|                                                                                                                               |   |
|           Condensed Consolidated Statements of Cash Flows for the                |   |
|           Three Months Ended March 31, 2009 and 2008 (unaudited)                 | 3      |
|                                                                                                                               |   |
|            Notes to Condensed Consolidated Financial Statements (unaudited) | 4      |
|                                                                                                                               |   |
|      ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS        | 13     |
|                                                                                                                               |   |
|      ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                   | 18     |
|                                                                                                                               |   |
|      ITEM 4: CONTROLS AND PROCEDURES                                                                      | 18     |
|                                                                                                                               |   |
| PART II: OTHER INFORMATION                                                                                                         | 19     |
|                                                                                                                               |   |
|      ITEM 1A: RISK FACTORS                                                                                | 19     |
|                                                                                                                               |   |
|      ITEM 6: EXHIBITS                                                                                     | 29     |
|                                                                                                                               |   |
| SIGNATURE                                                                                                                          | 30     |

 

----

 

| **PART I:      ** | **FINANCIAL INFORMATION** |
|--------------------------------------------|---------------------------|

|  | **ITEM 1:      ** | **FINANCIAL STATEMENTS** |
|--|--------------------------------------------|--------------------------|

**ALLIANCE FIBER OPTIC PRODUCTS, INC.**

**Condensed Consolidated Balance Sheets**

**(In thousands, except share and per value data)**

 

|                                                                                                           |                    |        |        | **March 31,                    2009**              |        |        | **December 31,                    2008** |        |
|-----------------------------------------------------------------------------------------------------------|--------------------|--------|--------|----------------------------------------------------|--------|--------|-----------------------------------------------|--------|
|                                                                                                           |                    |        |        | **(unaudited)**                                    |        |        |                                               |        |
| **Assets**                                                                                                |               |   |   |                                                    |   |   |                                               |   |
| Current assets:                                                                                           |               |   |        |                                                    |        |        |                                               |        |
|       Cash and cash equivalents                                                  |               |   | $      | 6,498                                              |   | $      | 12,185                                        |   |
|       Short-term investments                                                     |               |   |   | 16,904                                             |   |   | 11,769                                        |   |
|       Accounts receivable, net                                                   |               |   |   | 5,167                                              |   |   | 4,708                                         |   |
|       Inventories, net                                                           |               |   |   | 4,968                                              |   |   | 5,614                                         |   |
|       Prepaid expense and other current assets                                   |               |   |   | 492                                                |   |   | 379                                           |   |
|              Total current assets             |               |   |   | 34,029                                             |   |   | 34,655                                        |   |
|                                                                                                           |     |        |
| Long-term investments                                                                                     |                    |        |        | 14,483                                             |        |        | 13,718                                        |        |
| Property and equipment, net                                                                               |               |   |   | 4,357                                              |   |   | 4,653                                         |   |
| Other assets                                                                                              |               |   |   | 1,996                                              |   |   | 2,772                                         |   |
|       Total assets                                                          |               |   | $      | 54,865                                             |   | $      | 55,798                                        |   |
|                                                                                                           |                    |        |
| **Liabilities and Stockholders' Equity**                                                                  |               |   |        |                                                    |        |        |                                               |        |
| Current liabilities:                                                                                      |               |   |        |                                                    |        |        |                                               |        |
|      Accounts payable                                                            |               |   | $      | 3,410                                              |   | $      | 3,572                                         |   |
|      Accrued expenses                                                                 |               |   |   | 2,549                                              |   |   | 3,237                                         |   |
|      Current portion of bank loan                                                     |               |   |   | 134                                                |   |   | 137                                           |   |
|           Total current liabilities                          |               |   |   | 6,093                                              |   |   | 6,946                                         |   |
|                                                                                                           |                    |        |        |     

     |        |        |                                               |        |
| Long-term liabilities:                                                                                    |               |   |        |                                                    |        |        |                                               |        |
|      Bank loan                                                                        |               |   |   | 365                                                |   |   | 413                                           |   |
|     Other long-term liabilities                                                            |               |   |   | 463                                                |   |   | 478                                           |   |
|           Total long term liabilities                        |               |   |   | 828                                                |   |   | 891                                           |   |
|           Total liabilities                                  |               |   |   | 6,921                                              |   |   | 7,837                                         |   |
|                                                                                                           |                    |        |
| Commitments and contingencies (Note 8)                                                                    |               |   |   |                                                    |   |   |                                               |   |
| Stockholders' equity:                                                                                     |               |   |        |                                                    |        |        |                                               |        |
|       Common stock, $0.001 par value: 250,000,000 shares authorized;             |               |   |        |                                                    |        |        |                                               |        |
|           42,001,635 issued and outstanding at          |               |   |        |                                                    |        |        |                                               |        |
|           March 31, 2009 and December 31, 2008, respectively |               |   |   | 42                                                 |   |   | 42                                            |   |
|      Additional paid-in-capital                                                       |               |   |   | 111,715                                            |   |   | 111,687                                       |   |
|      Accumulated deficit                                                              |               |   |   | (64,078                                            | )      |   | (64,380                                       | )      |
|      Accumulated other comprehensive income                                           |               |   |   | 265                                                |        |   | 612                                           |        |
|      Stockholders' equity                                                        |               |   |   | 47,944                                             |   |   | 47,961                                        |   |
|         Total liabilities and stockholders' equity                     |               |   | $      | 54,865                                             |   | $      | 55,798                                        |   |

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

 

1

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**ALLIANCE FIBER OPTIC PRODUCTS, INC.**

**Condensed Consolidated Statements of Income**

**(In thousands, except share and per value data)**

 

|                                                                                  | Three Months Ended March 31, |
|---------------------------------------------------------------------------------------|------------------------------|
|                                                                                       |                              |  | 2009 |  | 2008 |
|                                                                                       |                              |  |  |     |  |  |  |  |
| Revenues                                                                              |                         |   | $ | 7,643 |   | $ | 9,401 |   |
| Cost of revenues                                                                      |                         |   |   | 5,345 |   |   | 6,455 |   |
|        Gross profit                                |                         |   |   | 2,298 |   |   | 2,946 |  |
|                                                                                  |                              |  |  |  |  |  |  |  |
| Operating expenses:                                                                   |                         |   |  |  |  |  |  |  |
|        Research and development                    |                         |   |   | 729 |   |   | 898 |   |
|        Sales and marketing                         |                         |   |   | 634 |   |   | 668 |   |
|        General and administrative                  |                         |   |   | 845 |   |   | 894 |   |
|           Total operating expenses  |                         |   |   | 2,208 |   |   | 2,460 |   |
|                                                                                  |                              |  |  |  |  |  |  |  |
| Income from operations                                                                |                         |   |   | 90 |  |   | 486 |  |
| Interest and other income, net                                                        |                         |   |   | 222 |   |   | 396 |   |
| Net income before tax                                                            |                              |  |  | 312 |  |  | 882 |  |
| Income taxes                                                                          |                              |  |  | 10 |  |  | 62 |  |
| Net income                                                                            |                         |   | $ | 302 |  | $ | 820 |  |
|                                                                                  |                              |  |  |  |  |  |  |  |
| Net income  per share:                                                           |                         |   |  |  |  |  |  |  |
|        Basic                                       |                         |   | $ | 0.01 |  | $ | 0.02 |  |
|        Diluted                                     |                         |   | $ | 0.01 |  | $ | 0.02 |  |
| Shares used in computing net income per share:                                        |                         |   |  |  |  |  |  |  |
|        Basic                                       |                         |   |   | 41,872 |   |   | 41,392 |   |
|        Diluted                                     |                         |   |   | 41,897 |   |   | 44,423 |   |
|                                                                                  |                              |  |  |  |  |  |  |  |
| Included in costs and expenses above:                Stock based compensation charges |                         |   |  |  |  |  |  |  |
|        Cost of revenues                            |                         |   | $ | 14 |  | $ | 22 |  |
|        Research and development                    |                         |   |   | 6 |   |   | 10 |   |
|        Sales and marketing                         |                         |   |   | 4 |   |   | 7 |   |
|        General and administrative                  |                         |   |   | 4 |   |   | 12 |   |
|           Total                     |                         |   | $ | 28 |   | $ | 51 |   |

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.         

2

 

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**ALLIANCE FIBER OPTIC PRODUCTS, INC.**

**Condensed ConsolidatedStatements of Cash Flows**

**(Unaudited, In thousands)**

 

|                                                                                                                                | Three Months Ended March 31, |
|-------------------------------------------------------------------------------------------------------------------------------------|------------------------------|
|                                                                                                                                     |                              |  | **2009** |  | **2008** |
|                                                                                                                                     |                              |  |  |  |  |  |  |  |
| **Cash flows from operating activities:**                                                                                           |                         |   |   |  |   |   |  |   |
|    Net income                                                                                                             |                         |   | $ | 302 |  | $ | 820 |  |
|    Adjustments to reconcile net income to net cash (used in)/                                                             |                         |   |  |  |  |  |  |  |
|    provided by operating activities:                                                                            |                         |   |  |  |  |  |  |  |
|        Depreciation                                                                                   |                         |   |   | 263 |   |   | 263 |   |
|        Amortization of stock-based compensation                                                       |                         |   |   | 28 |   |   | 51 |   |
|        Loss on disposal of property and equipment                                                |                         |   |   | 4 |   |   | - |   |
|        Provision for inventory valuation                                                                   |                         |   |   | (58 | ) |   | (83 | ) |
|       Changes in assets and liabilities:                                                              |                         |   |  |   |  |  |   |  |
|             Accounts receivable                                              |                         |   |   | (459 | ) |   | (924 | ) |
|             Inventories                                                      |                         |   |   | 704 |  |   | (22 | ) |
|             Prepaid expenses and other current assets                        |                         |   |   | (113 | ) |   | (79 | ) |
|             Other assets                                                     |                              |  |  | (162 | ) |  | (13 | ) |
|            Accounts payable                                                       |                         |   |   | (688 | ) |   | 159 |  |
|            Accrued expenses                                                       |                         |   |   | 11 |  |   | (657 | ) |
|            Other long-term liabilities                                            |                         |   |   | (15 | ) |   | 43 |  |
|                 Net cash used in operating activities    |                         |   |   | (183 | ) |   | (442 | ) |
|                                                                                                                      |                              |  |  |  |
| **Cash flows from investing activities:**                                                                                           |                         |   |  |  |  |  |  |  |
|    Purchase of short-term investments                                                                                     |                         |   |   | (5,798 | ) |   | (1,994 | ) |
|    Proceeds from sales and maturities of short-term investments                                                           |                         |   |   | 498 |   |   | 7,559 |   |
|    Purchase of property and equipment                                                                                     |                         |   |   | (71 | ) |   | (112 | ) |
|                Net cash (used in) provided by investing activities |                         |   |   | (5,371 | ) |   | 5,453 |  |
|                                                                                                                                |                              |  |  |  |
| **Cash flows from financing activities:**                                                                                           |                         |   |  |  |  |  |  |  |
|    Proceeds from the exercise of common stock options                                                                     |                         |   |   | - |   |   | 21 |   |
|    Repayment of bank borrowings                                                                                           |                         |   |   | (39 | ) |   | (39 | ) |
|               Net cash used in  financing activities          |                         |   |   | (39 | ) |   | (18 | ) |
|                                                                                                                                |                              |  |  |  |
| Effect of exchange rate changes on cash and cash equivalents                                                                        |                         |   |   | (94 | ) |   | 132 |  |
| Net (decrease) increase in cash and cash equivalents                                                                      |                         |   |   | (5,687 | ) |   | 5,125 |  |
| Cash and cash equivalents at beginning of period                                                                                    |                         |   |   | 12,185 |   |   | 4,945 |   |
| Cash and cash equivalents at end of period                                                                                          |                         |   | $ | 6,498 |   | $ | 10,070 |   |
|                                                                                                                                |                              |  |   |   |  |   |   |  |
| **Supplemental disclosure of cash flow information: **                                                                         |                              |  |  |  |  |  |  |  |
|     Unrealized gain/(loss) on investments                                                                            |                              |  | $ | 620 |  | $ | (720 | ) |
|    Cash paid for income taxes                                                                                        |                              |  | $ | - |  | $ | (50 | ) |
|                                                                                                                                     |                              |  |  |  |

        The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

3

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****ALLIANCE FIBER OPTIC PRODUCTS, INC.****

****N****otes toCondensedConsolidatedFinancialStatements****

**(Unaudited)**

**1. Summary of Significant Accounting Policies         **

***The Company***

Alliance Fiber Optic Products, Inc. (the “Company”) was incorporated in California on December 12, 1995 and reincorporated in Delaware on October 19, 2000. The Company designs, manufactures and markets fiber optic components for communications equipment manufacturers. The Company’s headquarters are located in Sunnyvale,        California, and it has operations in Taiwan and China.

***Basis of presentation***

The condensed consolidated financial information as of March 31, 2009included herein is unaudited, has been prepared by the Company in accordance with generally accepted accounting principles in the United States of America, and reflects all adjustments,        consisting only of normal recurring adjustments, which in the opinion of management are necessary to state fairly the Company's consolidated financial position, results of its consolidated operations, and consolidated cash flows for the periods presented. 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the        financial statements as well as the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates, and such differences may be material to the financial statements. 

These financial statements should be read in conjunction with the Company's audited consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2008. The results of operations for the three months ended March 31, 2009are not necessarily indicative of the results to be expected for any future periods.          

***Revenue Recognition***

The Company recognizes revenue upon shipment of its products to its customers, provided that the Company has received a purchase order, the price is fixed, collection of the resulting receivable is reasonably assured and transfer of title and risk of loss has occurred. Subsequent to the sale of its products, the Company        has no obligation to provide any modification or customization upgrades, enhancements or post contract customer support.                   Allowances are provided for estimated returns. A provision for estimated sales return allowances is recorded at the time revenue is recognized based on historical returns, current economic trends and changes in customer demand. Such allowances are adjusted periodically to reflect actual and anticipated experience. Such adjustments, which are recorded against revenue in the period, could be material.          

***Cash and Cash Equivalents***

The Company considers all highly liquid instruments with a maturity of three months or less when purchased to be cash equivalents. Cash equivalents consist primarily of market rate accounts, municipal bonds, and highly rated commercial paper that are stated at cost, which approximates fair value.

 

4

 

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***Concentrations of Risk***

Our connectivity products (formerly named optical path multiplexing solution) contributed 56.4%and 63.1%of our revenues for the quarters ended March 31, 2009and 2008, respectively. Our optical passive products (formerly named dense wavelength division multiplexing) contributed 43.6%and 36.9% of our revenuesfor the quarters ended March 31, 2009and 2008, respectively.                   In the quarters ended March 31, 2009and 2008, our top 10 customers comprised 70.3%and 60.3% of our revenues, respectively. For the three months ended March 31, 2009, twocustomersaccounted for 21.1% and 20.7% of our total revenues. Amountsdue from thesecustomerswere $0.9million and $1.5millionat March 31, 2009, respectively. For the three months ended March 31, 2008,        onecustomeraccounted for 20.5% of our total revenues. Amounts due from this customer were$1.4 million at March 31, 2008.

**2. Recent Accounting Pronouncements**         

In June 2007, the FASB ratified the consensus reached by the Emerging Issues Task Force (“EITF”) on EITF Issue No. 07-3, *Accounting for Nonrefundable Advance Payments for Goods or Services to Be Used in Future Research and Development Activities*(“EITF 07-3”). EITF 07-3 addresses the diversity that exists with respect to the accounting for the non-refundable portion of a payment made by a research and development entity for future research and development activities. Under EITF 07-3, an entity would defer and capitalize non-refundable advance payments made for research and development activities until the related goods or services are delivered or the        related services are performed. EITF 07-3 is effective for fiscal years beginning after December 15, 2007. On January 1, 2008, the Company adopted the provisions of EITF 07-3, which did not have an impact on the Company’saudited consolidated results of operations and financial condition for the twelvemonths ended December 31, 2008.

In December 2007, the FASB issued FAS No. 141 (revised 2007), “Business Combinations” (“FAS 141(R)”). FAS 141(R) requires the use of "full fair value" to record all the identifiable assets, liabilities, noncontrolling        interests and goodwill acquired in a business combination. FAS 141(R) is effective for fiscal years beginning on or after December 15, 2008. The Company is evaluating the potential impact upon the adoption of FAS 141(R) may have on itsfinancial position or results of operations.

In December 2007, the FASB issued SFAS No. 160, *Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51*(“FAS        160”)*.*FAS 160 clarifies that a noncontrolling interest in a subsidiary should be reported as equity in the consolidated financial statements. The calculation of earnings per share will continue to be based on income amounts attributable to the parent. FAS 160 is effective for financial statements issued for fiscal years beginning after December 15, 2008.        Early adoption is prohibited. The Company is evaluating the potential impact upon the adoption of FAS 160may have on its financial statements. 

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants (“AICPA”) and the SEC did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial        statements.

**3. Stock-based Compensation**

Effective January 1, 2006, the Company adopted the provisions of FASB Statement No. 123 (revised 2004), “Share-Based Payment” and the Securities and Exchange Commission Staff Accounting Bulletin No. 107 (collectively, “Statement No. 123(R)”), which establish accounting for share-based payment        (“SBP”) awards exchanged for employee services and requires companies to expense the estimated fair value of these awards over the requisite employee service period. 

Statement No. 123(R) requires companies to record compensation expense for stock options measured at fair value, on the date of grant, using an option-pricing model. The fair value of stock options is determined using the Binomial Lattice Model instead of the Black-Scholes Model previously utilized under Statement No. 123. The        Company believes that the revised model represents a more likely projection of actual outcomes.

 

5

 

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Statement No. 123(R) requires that the realized tax benefit related to the excess of the deductible amount over the compensation expense recognized be reported as a financing cash flow rather than as an operating cash flow, as required under previous accounting guidance. The Company does not recognize any tax benefit related to this        based on the Company’s historical operating performance, lack of taxable income and the accumulated deficit. 

As of March 31, 2009, there was no unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the Company’s option plans.

The following table sets forth the fair value of SBP awards estimated using the Binomial-Lattice valuation model, with the following weighted-average assumptions and fair values as follows: 

|                                           | Three Months Ended March 31, |
|------------------------------------------------|------------------------------|
||
| Volatility (percent)*                          |                         |   |  | 35.5 |  |  | 36.4 |  |
| Expected term (in years)**                     |                         |   |   | 4 |  |   | 4 |  |
| Risk-free interest rate (percent)***           |                         |   |   | 1.2 |   |   | 2.1 |   |
| Expected dividend rate (percent)               |                         |   |  | - |  |  | - |  |
| Forfeiture rate (percent)****                  |                         |   |  | 10 |  |  | 10 |  |
| Weighted-average fair value per option granted |                         |   | $ | N/A |  | $ | 1.81 |  |
|                                                |                         |   |  |  |  |  |  |  |

 

* Volatility is projected using Industry Analysis forecasts for earnings, earning per share, and stock price, and the Company’s earning forecast.                  ** The expected term represents the weighted average period the option is expected to be outstanding and is based primarily on the historical exercise behavior of employees.                  *** The risk free interest rate is based on the U.S. Treasury zero-coupon yield with a maturity that approximates the expected life of the option.                  **** Forfeiture rate is the estimated percentage of options forfeited by employees leaving or being terminated before vesting.

At March 31, 2009, the Company had two stock-based compensation plans. They are: (a) 1997 Stock Option Plan and (b) 2000 Stock Incentive Plan, which are described below.                   (a) 1997 Stock Option Plan                  In May 1997, the Company adopted its 1997 Stock Plan under which 3,000,000 shares of common stock were reserved for issuance to eligible employees, directors and consultants upon exercise of stock options and stock purchase rights. During the year ended December 31, 2000, an additional 5,200,000 shares were reserved for issuance under the 1997 Stock Plan. Incentive stock options are granted at a price not less than 100% of the fair market value of the Company’s common stock        and at a price of not less than 110% of the fair market value for grants to any person who owned more than 10% of the voting power of all classes of stock on the date of grant. Nonstatutory stock options are granted at a price not less than 85% of the fair market value of the common stock and at a price not less than 110% of the fair market value for grants to a person who owned more than 10% of the voting power of all classes of stock on the date of the grant. Options granted under the        1997 Stock Plan generally vest over four years and are exercisable for not more than ten years (five years for grants to any person who owned more than 10% of the voting power of all classes of stock on the date of the grant). In November 2000, the 1997 Stock Plan was replaced by the 2000 Stock Incentive Plan.                  (b) 2000 Stock Incentive Plan                  In November 2000, the Company adopted its 2000 Stock Incentive Plan under which 1,500,000 shares of common stock were reserved for issuance to eligible employees, directors and consultants upon exercise of stock options and stock purchase rights. On January 1 of each year, beginning on January 1, 2001, the number of shares available for grant will automatically increase by the lesser of: (i) 1,700,000 shares; (ii) 5% of the fully diluted outstanding shares of stock on        that date; or (iii) a lesser amount as may be determined by the Board of Directors. The Board of Directors determined not to increase the number of shares available under the Plan on January 1, 2009and 2008, respectively. Incentive stock options and nonstatutory stock options are granted at 100% of the fair market value of the Company’s common stock on the date of grant.

 

6

 

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                  Options granted under the 2000 Stock Incentive Plan generally vest over four years and are exercisable for not more than ten years.          

The following information relates to the stock option activity for the three months ended March 31, 2009: 

 

| Options                                                   |   | Weighted                    Average                    Exercise                    Price | Weighted                    Average                    Remaining                    Contractual                    Life | Aggregate                    Intrinstc                    Value |
|-----------------------------------------------------------|--------|------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------|
|                                                      |        |                                                                                          |                                                                                                                         |                                                                 |  |  |  |  |  |
|   Outstanding at December 31, 2008              |   |                                                                                     | 4,856,083                                                                                                               | $                                                               | 1.40 |   |   |   |   |
|   Granted                                       |   |                                                                                     | -                                                                                                                       |                                                            | 0 |   |   |   |   |
|   Exercised                                     |   |                                                                                     | -                                                                                                                       |                                                            | 0 |   |   |   |   |
|   Forfeited                                     |   |                                                                                     | (12,500)                                                                                                                |                                                            | 1.31 |   |   |   |   |
|   Outstanding at March 31, 2009                 |        |                                                                                          | 4,843,583                                                                                                               | $                                                               | 1.40 |  | 5.5 Years | $ | 17,433 |
|   Vested and expected to vest at March 31, 2009 |   |                                                                                     | 4,816,631                                                                                                               | $                                                               | 1.40 |   | 5.5 Years | $ | 17,433 |
|   Exercisable at March 31, 2009                 |   |                                                                                     | 4,638,173                                                                                                               | $                                                               | 1.39 |   | 5.4 Years | $ | 17,433 |

The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the Company’s closing stock price on the last trading day of the first quarter of fiscal 2009and the exercise price, multiplied by the        number of in-the-money options) that wouldhave been received by the option holders had all option holders exercised their options on March 31, 2009. This amount changes based on the fair market value of the Company’s stock. No options wereexercised for the three months ended March 31, 2009. The total intrinsic value of options exercised for the three months ended        March 31, 2008was $59,000.

There wereno optionsgranted during the quarter ended March 31, 2009. The weighted average grant date fair value of options granted during the quarter ended March 31, 2008was $197,000.         Expected dividend rate is 0% for both three month periods ended March 31, 2009and 2008respectively.          

There was no cash received from option exercises during the three months ended March 31, 2009. Cash received from option exercises during the three months ended March 31, 2008was $21,000.Such amountsare        included within the financing activities section in the accompanying consolidated statements of cash flows.

 

7

 

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**4. Inventories, net (in thousands)**

|                              |             March 31, |  December 31,  |
|-----------------------------------|------------------------------------------------------------------------------|-------------------------------|
|                                   |                                                                              | ** 2009**                |  | ** 2008** |  |
|                              |                                                                         | **(unaudited)**               |   |  |   |
|                              |                                                                              |                               |  |  |  |
|    Finished goods  |                                                                         | $   1,541      |   | $      1,880 |   |
|    Work-in-process |                                                                         | 1,599                         |   | 1,393 |   |
|    Raw materials   |                                                                         | 1,828                         |   | 2,341 |   |
|    Total                |                                                                         | $   4,968      |   | $   5,614 |   |
|                                   |                                                                              |                               |  |  |
|                                   |                                                                              |                               |

**5. Net Income Per Share**

Basic net income per share is computed by dividing net income for the period by the weighted average number of shares of common stock outstanding during the period. Diluted net income per share is computed by dividing net income for the period by the combination of dilutive common share equivalents, comprised of shares issuable under the        Company’s stock-based compensation plans, and the weighted average number of common shares outstanding during the period. There were no incremental dilutive common share equivalents in the periods presented. 

The following table sets forth the computation of basic and diluted net income per share for the periods indicated (in thousands, except per share data):

|                                                                                                         |        |        | **Three Months Ended March 31,** |        |
|---------------------------------------------------------------------------------------------------------|--------|--------|----------------------------------|--------|
|                                                                                                         |        |        | **2009**                         |        | **2008** |  |
| Numerator:                                                                                              |   |   |                             |   |   |   |
|     Net income                                                                           |   |   | $                                | 302    |  | $ | 820 |  |
|                                                                                                         |        |        |                                  |        |
| Denominator:                                                                                            |   |   |                                  |        |  |  |  |  |
|    Shares used in computing net loss per share:                                               |   |   |                                  |        |  |  |  |  |
|          Weighted average of common shares outstanding          |   |   |                             | 41,872 |   |   | 41,392 |   |
|          Less: Weighted average of shares subject to repurchase |   |   |                             | -      |   |   | - |  |
|          Basic                                                  |   |   |                             | 41,872 |   |   | 41,392 |   |
|          Diluted                                                |   |   |                             | 41,897 |   |   | 44,423 |   |
|                                                                                                         |        |        |                                  |        |
|  Net income per share:                                                                             |   |   |                                  |        |  |  |  |  |
|          Basic                                                  |   |   | $                                | 0.01   |  | $ | 0.02 |  |
|          Dulited                                                |   |   | $                                | 0.01   |  | $ | 0.02 |  |
|                                                                                                         |        |        |                                  |        |

The total number of shares excluded from the calculation of diluted net income per share is as follows (in thousands):

|                                                                                                                | Three Months Ended March 31, |
|---------------------------------------------------------------------------------------------------------------------|------------------------------|
||
|               Options to purchase common stock and |                         |   |   |  |   |   |  |   |
|               shares subject to repurchase         |                         |   |   | 25 |   |   | 3,031 |   |
|                                                                                                                     |                              |  |  |  |

**6.****Comprehensive Income (Loss)         **

Comprehensive income (loss) is defined as the change in equity of a company during a period resulting from transactions and other events and circumstances, excluding transactions resulting from investments by owners and distributions to owners. The difference between net income and comprehensive income for the Company is due to        foreign exchange translations adjustments and unrealized gain(loss)on available-for-sale securities. 

 

8

 

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The components of comprehensive income (loss) are as follows (in thousands):

 

|                                                            | Three Months Ended March 31, |
|-----------------------------------------------------------------|------------------------------|
|                                                                 |                              |  | **2009** |  | **2008** |  |
| Net income                                                      |                         |   | $ | 302 |  | $ | 820 |  |
| Cumulative translation adjustments                              |                         |   |   | (182) |  |   | 378 |  |
| Unrealized loss on investments                        |                         |   |   | (165) |  |   | (720) |  |
|     Total comprehensive income  (loss) |                         |   | $ | (45) |  | $ | 478 |  |
|                                                                 |                              |  |  |  |

**7. Income Taxes         **

The Company adopted the provisions of FASB Interpretation No. 48, *Accounting for Uncertainty in Income Taxes*on January 1, 2007.  FIN 48        prescribes a recognition threshold and measurement attribute for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return, and also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Company has determined the impact of the adoption of FIN 48 is insignificant to the Company’s consolidated financial position, results of operations and cash        flows. 

**8. Commitments and Contingencies**

**Litigation:**         From time to time, the Company may be involved in litigation in the normal course of business. As of the date of these financial statements, the Company is not aware of any material legal proceedings pending or threatened against the Company.           

**Indemnification and Product Warranty:          **

The Company indemnifies certain customers, suppliers and subcontractors for attorney fees and damages and costs awarded against these parties in certain circumstances in which products are alleged to infringe third party intellectual property rights, including patents, trade secrets, trademarks or copyrights. In all cases, there are        limits on and exceptions to the potential liability for indemnification relating to intellectual property infringement claims. The Company cannot estimate the amount of potential future payments, if any, that it might be required to make as a result of these agreements. To date, the Company has not paid any claim or been required to defend any action related to indemnification obligations, and accordingly, the Company has not accrued any amounts for such indemnification obligations.        However, the Company may record charges in the future as a result of these indemnification obligations.                  The Company generally warrants products against defects in materials and workmanship and non-conformance to specifications for varying lengths of time. If there is a material increase in customer claims compared with historical experience, or if costs of servicing warranty claims are greater than expected, the Company may record a charge against cost of revenues.          

**Operating Leases:          **

The Company leases certain office space under long-term operating leases expiring at various dates through 2012. 

 

9

 

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The Company’s aggregate future minimum facility lease payments are as follows (in thousands):

 

|                                                                                                                                                                                                      |        |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
| Nine months ending December 31, 2009                                                                                                                                                                 |   |   | $ | 579 |   |
| Years ending December 31:                                                                                                                                                                            |   |   |  |  |  |
|                                 2010 |   |   |   | 572 |   |
|                                 2011 |   |   |   | 122 |   |
|                                 2012 |   |   |   | 45 |   |
|  Total                                                                                                                                                                                          |   |   | $ | 1,318 |   |

**Letter of Credit:          **

The Company had a letter of credit of $0.4 million outstanding as of March 31, 2009. The letter of credit is collateralized by short-term investments of $0.4 million. 

**9. Bank Loans         **

In November 2004, the Company entered into a ten-year loan of $0.5 million in Taiwan with an interest rate of 2.3% for the first two years and 3.6% for the following years. In November 2006, the Company entered into a seven-year loan of $0.2 million in Taiwan with an interest rate of 2.8%. Both loans are secured by the Company’s        building in Taiwan. The net book value of the building was $0.5million as of March 31, 2009. 

In April 2005, the Company entered into a five-year equipment loan of $0.2 million in Taiwan with an interest rate of 2.9% for the first year and 3.7% for the following years. In September 2007, the Company entered into a three-year equipment loan of $0.04 million and a five-year equipment loan of $0.1 million with an interest rate of        3.68% for the first year for both loans.     

Payments due under bank loans as of March 31, 2009are as follows (in thousands):

 

|                                             |        |
|---------------------------------------------|--------|
| **Years ending December 31,**               |   |   |   |   |   |
| 2009                                        |   |   | $ | 107 |   |
| 2010                                        |   |   |   | 116 |   |
| 2011                                        |   |   |   | 95 |   |
| 2012                                        |   |   |   | 89 |   |
| 2013                                        |   |   |   | 71 |   |
| 2014 and after                              |   |   |   | 46 |   |
|      Total payment |   |   |   | 524 |   |
| Less: Amounts representing interest         |   |   |   | (25) |  |
| Present value of net remaining payments     |   |   |   | 499 |   |
| Less: current portion                       |   |   |   | (134) |  |
| Long-term portion                           |   |   | $ | 365 |   |

**10****. Related Party Transactions**

As of March 31, 2009, Foxconn Holding Limited was a holder of 19.1% of the Company’s common stock, based on share ownership information set forth in a Schedule 13G filed by Foxconn Holding Limited on January 4, 2002. The Company sells products and purchases raw materials from Hon Hai Precision Company Limited, who is the parent company of        Foxconn Holding Limited, in the normal course of business. These transactions were made at prices and terms consistent with those with unrelated third parties. Sales of products to Hon Hai Precision Industry Company Limited were $0.01 million and $0.4 million in the quarter ended March 31, 2009 and 2008, respectively. Purchases of raw materials from Hon Hai Precision Company Limited were $0.4 million and $1.1 million in the quarter ended March 31, 2009 and 2008, respectively.        Amounts due from Hon Hai Precision Company Limited were $0.01 million and $0.5 million at March 31, 2009 and 2008, respectively. Amounts due to Hon Hai Precision Company Limited were $0.4 million and $1.1 million at March 31, 2009 and 2008, respectively.

 

10

 

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**11.****Fair Value of Financial instruments         **

Effective January 1, 2008, the Company adopted SFAS 157. SFAS 157 provides a definition of fair value, establishes a hierarchy for measuring fair value under generally accepted accounting principles, and requires certain disclosures about fair values used in the financial statements. SFAS 157 does not extend the use of fair value        beyond what is currently required by other pronouncements, and it does not pertain to stock-based compensation under SFAS No. 123R, *Share-Based Payments*(“SFAS 123R”) or to leases under SFAS No. 13, *Accounting for        Leases*.

In February 2008, FASB Staff Position (“FSP”) FAS 157-2, *Effective Date of FASB Statement No. 157*, was issued. This FSP provides a one year deferral of the effective date of SFAS 157 for        non-financial assets and non-financial liabilities, except those that are recognized or disclosed in the financial statements at fair value at least annually. Therefore, the Company has adopted the provisions of SFAS 157 with respect to financial assets and liabilities only.          

SFAS 157 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value under        SFAS 157 must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value, which are the following: 

|  | ·      | Level 1 – Quoted prices in active markets for identical assets or liabilities. |
|--|----------------------------------------|--------------------------------------------------------------------------------------|

|  | ·      | Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full                    term of the assets or liabilities. |
|--|----------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | ·      | Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. |
|--|----------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------|

In October 2008, the FASB issued FSP SFAS 157-3, which provides guidance on how management's internal cash flow and discount rate assumptions should be considered when measuring fair value when relevant observable data does not exist, how observable market information in a market that is not active should        be considered when measuring fair value and how the use of market quotes should be considered when assessing the relevance of observable and unobservable data available to measure fair value. 

The Company measuresthe following financial assets at fair value on a recurring basis. The fair value of these financial assets at March31, 2009(in thousands) wasas follows:

 

|                          | **Fair value Measurements at** |
|-------------------------------|--------------------------------|
|                          | ** Reporting Data Using** |
|                               |                                |  |  | **Quoted Prices** |   |   |   |   |   |
|                          |                           |   |   | ** in Active** |   | **Significant ** |   |   |   |
|                          |                           |   |   | **Markets for** |   | ** Other** |   | **Significant ** |   |
|                          |                           |   |   | **Identical** |   | **Observable** |   | **Unobservable** |   |
|                          |                           | **Balance at ** |   | **Assets ** |   | **Inputs ** |   | **Inputs  ** |   |
|                          |                           | **March 31, 2009** |   | **(Level 1)** |   | **(level 2)** |   | **(Level 3)** |   |
|                               |                                |  |  |  |  |  |  |  |  |
| **Cash and cash equivalents** | $                              | 5,001 | $ | 5,001 | $ | - | $ | - |  |
| **Short-term investments**    |                                | 16,904 |  | 16,904 |  | - |  | - |  |
| **Long-term investments**     |                                | 14,483 |  | - |  | - |  | 14,483 |  |
| **Other assets - Rights**     |                           | 1,817 |   | - |   | - |   | 1,817 |   |
| **Total**                     | $                              | 38,205 | $ | 21,905 | $ | - | $ | 16,300 |   |

11

 

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As of March 31, 2009, the Company held investments in corporate bonds, agencies (Federal Home Loan Mortgage Corporation), certificatesof deposit, money market securities, and auction rate securities (“ARS”). The Company’s cash and cash equivalents are comprised        of investments of 90 days or less from the date of purchase and these investment instruments are classified withinLevel 1 of the fair value hierarchy because they are valued based on quoted market prices in active markets. The Company’s short-term investments are comprised of corporate bonds and agenciesof 91 days or more from the date of purchase. These        investment instruments are classified withinLevel 1 of the fair value hierarchy because they are valued based on quoted market prices in active markets.

Since February 2008,allARS investments in the Company’s portfolio have experienced failed auctions. Due to the lack of liquidity, the Company reclassified its ARS portfolio from        short-term available-for-sale to long-term available-for-sale investment securities as of March 31, 2008, and determinedthat the market for its ARS was not active at March31, 2009. Consequently, the Company’s ARS investments have been classified within Level 3 as their valuation requires substantial judgment and estimation of        factors that are not currently observable in the market due to the lack of trading. This valuation may be revised in future periods as market conditions evolve.The Company estimated the fair value of its auction rate securities based on estimates contained in broker statements that were compiled utilizing Level 3 inputs including, but not limited to factors such as tax status, credit quality, duration, insurance wraps and the        portfolio composition of The Federal Family Education Loan Program loans. 

In November 2008, the Company accepted an offer from UBS, the Company’s investment advisor, granting the Company the right to require UBS to purchase the Company’s ARS at their par value of $16.3 million anytime during the two-year period beginning June 30, 2010 (“Right”). UBS has also established a program which        allows the Company to establish a no net cost line of credit and borrow up to 75 percent of the market value of the ARS at interest rates equal to the return the Company would receive on the underlying ARS securities.Management reviewed the UBS offer, credit rating, and financial stability and believed that UBS will purchase the Company’sARS at par value beginningon June 30, 2010. The Right represents an instrument by which the Company may require UBS to repurchase its ARS at par value. The Company has valued the Right as the difference between the par value and the fair value of its ARS as adjusted for any bearer risk associated with UBS’financial ability to repurchase the Company’sARS beginning on June 30, 2010.        Upon election for fair value option for the Right under FAS 159, the Company will continue to measure the value of the Right at the difference between par value and fair value in subsequent periods.

In conjunction with the adoption of FAS 159, the Company elected the fair value option for its ARS and the Right. Since the Right is directly related to the Company’s ARS investments, the Company elected the fair value option for these financial assets and they have been classified within Level 3 as ARS investments.In conjunction with the adoption of FAS 159,the Company elected a one-time transfer of ARS subject to settlements from available-for-sale to the trading category. As of March31, 2009, the Companyhasrecognized the Right as other assets on the balance sheet        and recorded a gain of $0.8million as other income.

The following table provides a reconciliation of the beginning and ending balance for the assets measured at fair value using significant unobservable inputs (Level 3) (in thousands):

|                                    |   | **Significant**  |   |
|------------------------------------|--------|------------------|--------|
|                               |   | **Unobservable** |   |
|                               |   | **Inputs ** |   |
|                               |   | **(Level 3)**    |        |
| **Fair value December 31, 2008**   | $      | 16,300           |        |
| **Loss on other assets**           |        | (765)            |        |
| **Gain on long-term investments**  |   | 765              |        |
| **Fair value March 31, 2009** | $      | 16,300           |        |

 

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**1****2****.****Geographic Segment Information**

The Company operates in a single industry segment. This industry segment is characterized by rapid technological change and significant competition.                  The following is a summary of the Company’s revenues generated by geographic segments, revenues generated by product lines and identifiable assets located in these segments (in thousands):

 

|                                            | Three Months Ended March 31, |
|-------------------------------------------------|------------------------------|
|                                                 |                              |  | **2009** |  | **2008** |
| **Revenues**                                    |                         |   |   |  |   |   |  |   |
|     North America           |                         |   | $ | 3,015 |   | $ | 4,935 |   |
|     Europe                  |                         |   |   | 2,261 |   |   | 1,076 |   |
|     Asia                    |                         |   |    | 2,367 |   |    | 3,390 |   |
|        Total |                         |   |  $ | 7,643 |   | $ | 9,401 |    |
|                                                 |                              |  |
|                                                 |                              |  |

|                                             | Three Months Ended March 31, |
|--------------------------------------------------|------------------------------|
|                                                  |                              |  | **2009** |  | **2008** |
| **Revenues**                                     |                         |   |   |  |   |   |  |   |
|     Connectivity products    |                         |   | $ | 4,307 |   | $ | 5,936 |   |
|     Optical passive products |                         |   |    | 3,336 |   |    | 3,465 |    |
|        Total  |                         |   | $ | 7,643 |   | $ | 9,401 |   |
|                                                  |                              |  |

|                                            | **March 31,                2009** |        | **December 31,                2008** |
|-------------------------------------------------|-----------------------------------|--------|-------------------------------------------|
|                                                 |                              |   |                                      | **(unaudited)** |   |  |   |  |   |
| **Property and Equipment**                      |                              |   |                                      |  |   |  |   |  |   |
|     United States           |                              |   | $                                         | 120 |   |  | $ | 133 |   |
|     Taiwan                  |                              |   |                                      | 2,539 |   |  |   | 2,793 |   |
|     China                   |                              |   |                                 | 1,698 |   |  |    | 1,727 |    |
|        Total |                              |   | $                                         | 4,357 |   |  | $ | 4,653 |   |

**ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS**

When used in this Report, the words “expects,” “anticipates,” “believes”, “estimates,” “plans,” “intends,” “could,” “will,” “may” and similar expressions are intended to identify forward-looking statements. These        are statements that relate to future periods and include statements as to our operating results, revenues, sources of revenues, cost of revenues, gross profit, profitability, the amount and mix of anticipated investments, expenditures and expenses, our liquidity and the adequacy of our capital resources, our auction rate securities and associated rights, exposure to interest rate or currency fluctuation, anticipated working capital and capital expenditures, reliance on our        connectivityproducts, our cash flow, trends in average selling prices, our reliance on the commercial success of our optical passiveproducts, plans for future products and enhancements of existing products, features, benefits and uses of our products, demand for our products, our success being tied to relationships with key customers, industry trends and market demand,        our efforts to protect our intellectual property, potential indemnification agreements, increases in the number of possible license offers and patent infringement claims, our competitive position, sources of competition, consolidation in our industry, our international strategy, inventory management, our employee relations, the adequacy of our internal controls, the effect of recentor futureaccounting pronouncements and our critical accounting policies, estimates, models and assumptions. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected. These risks and uncertainties include, but are not limited to, those risks discussed in Item 1A and elsewhere in this report, as well as risks related to the development of the metropolitan, last        mile access, and enterprise networks, customer acceptance of our products, our ability to retain and obtain customers, industry-wide overcapacity and shifts in supply and demand for optical components and modules, our ability to meet customer demand and manage inventory, fluctuations in demand for our products, declines in average selling prices, development of new products by us and our competitors, increased competition, inability to obtain sufficient quantities of a raw material        product, loss of a key supplier, integration of acquired businesses or technologies, financial stability in foreign markets, foreign currency exchange rates, interest rates, costs associated with being a public company, delisting from the Nasdaq Capital Market, failure to meet customer requirements, our ability to license intellectual property on commercially reasonable terms, economic stability, and the risks set forth below under Part II, Item 1A, “Risk Factors.”        These forward-looking statements speak only as of the date hereof. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based*.*

 

13

 

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This Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K, its        Consolidated Financial Statement and the notes thereto, for the year ended December 31, 2008.                  The following discussion should be read in conjunction with our Condensed Consolidated Financial Statements and Notes thereto.          

**Critical Accounting Policies and Estimates         **

*Stock-based Compensation Expense*

 

On January 1, 2006, we adopted Statement of Financial Accounting Standards No. 123 (revised 2004), “Share-Based Payment,” (“SFAS 123(R)”) which requires the measurement and recognition of compensation expense for all share-based payment awards made to our employees and directors including        employee stock options and employee stock purchases pursuant to our Employee Stock Purchase Plan (“ESPP”) based on estimated fair values. We adopted SFAS 123(R) using the modified prospective transition method, which requires the application of the accounting standard as of January 1, 2006, the first day of our 2006 fiscal year.                   Stock-based compensation expense recognized under SFAS 123(R) for the three months ended March 31, 2009and 2008was $28,000 and $51,000, respectively, determined by the Binomial Latticevaluation model, and represents stock-based compensation expense related to employee stock options. As of March 31,2009, there was no unrecognized compensation cost related to non-vested share-based compensation arrangement under the Company’s option plan.

Management’s discussion and analysis of financial condition and results of operations is based on our Condensed Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements        requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to revenue recognition, bad debts, inventories, asset impairments, income taxes, contingencies, and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under        the circumstances, the results of which form the basis for making judgments about the carrying values for assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.                   For additional information regarding our critical accounting policies and estimates, see the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2008.

 

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**Overview         **

We were founded in December 1995 and commenced operations to design, manufacture and market fiber optic interconnect products, which we call our connectivity products. We started selling our optical passive productsin July 2000. Since introduction, sales of        optical passive products have fluctuated with the overall market for these products.                  Our optical passiveproducts contributed revenues of $3.3million and $3.5million for the quarters ended March 31, 2009and 2008, respectively. In the quarters ended March 31, 2009and        March 31, 2008, our top 10 customers comprised 70.3% and 60.3% of our revenues, respectively. For the three months ended March 31, 2009, two customers accounted for 21.1%, and 20.7% of our total revenues, respectively. For the three months ended March 31, 2008, one customer accounted for 20.5% of our total revenues. We market and sell our products predominantly through our direct sales force.           

Our cost of revenues consists of raw materials, components, direct labor, manufacturing overhead and production start-up costs. We expect that our cost of revenues as a percentage of revenues will fluctuate from period to period based on a number of factors including:

|  | ·      | changes in manufacturing volume; |
|--|----------------------------------------|----------------------------------|

|  | ·      | costs incurred in establishing additional manufacturing lines and facilities; |
|--|----------------------------------------|-------------------------------------------------------------------------------|

|  | ·      | inventory write-downs and impairment charges related to manufacturing assets; |
|--|----------------------------------------|-------------------------------------------------------------------------------|

|  | ·      | mix of products sold; |
|--|----------------------------------------|-----------------------|

|  | ·      | changes in our pricing and pricing from our competitors; |
|--|----------------------------------------|----------------------------------------------------------|

|  | ·      | mix of sales channels through which our products are sold; and |
|--|----------------------------------------|----------------------------------------------------------------|

|  | ·      | mix of domestic and international sales. |
|--|----------------------------------------|------------------------------------------|

Research and development expenses consist primarily of salaries and related personnel expenses, fees paid to outside service providers, materials costs, test units, facilities, overhead and other expenses related to the design, development, testing and enhancement of our products. We expense our research and development        costs as they are incurred. We believe that a significant level of investment for product research and development is required to remain competitive.                   Sales and marketing expenses consist primarily of salaries, commissions and related expenses for personnel engaged in marketing, sales and technical support functions, as well as costs associated with trade shows, promotional activities and travel expenses. We intend to continue to invest in our sales and marketing efforts, both domestically and internationally, in order to increase market awareness and to generate sales of our products. However, we cannot be certain that our        expenditures will result in higher revenues. In addition, we believe that our future success depends upon establishing successful relationships with a variety of key customers.                  General and administrative expenses consist primarily of salaries and related expenses for executive, finance, administrative, accounting and human resources personnel, insurance and professional fees for legal and accounting support.          

**Results of Operations          **

The following table sets forth the relationship between various components of operations, stated as a percentage of revenues for the periods indicated:

 

15

 

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|                                                                                                    | Three Months Ended March 31, |
|---------------------------------------------------------------------------------------------------------|------------------------------|
|                                                                                                         |                              |  | **2009** |  | **2008** |
|                                                                                                         |                              |  |  |  |  |  |  |  |
| Revenues                                                                                                |                         |   |   | 100.0 | % |   | 100.0 | %  |
| Cost of revenues                                                                                        |                         |   |   |  69.9 |   |   | 68.7 |   |
|          Gross profit                                           |                         |   |   | 30.1 |   |   |   31.3 |   |
|                                                                                                         |                              |  |  |  |  |  |  |  |
| Operating expenses:                                                                                     |                         |   |  |  |  |  |  |  |
|          Research and development                               |                         |   |   | 9.5 |   |   | 9.6 |   |
|          Sales and marketing                                    |                         |   |   | 8.3 |   |   |    7.1 |   |
|          General and administrative                             |                         |   |   | 11.1 |   |   | 9.5 |   |
|               Total operating expenses |                         |   |   | 28.9 |   |   | 26.2 |   |
|                                                                                                    |                              |  |   |   |  |   |   |  |
| Income from operations                                                                                  |                         |   |   | 1.2 |   |   | 5.1 |   |
| Interest and other income, net                                                                          |                         |   |    | 2.9 |   |    | 4.2 |   |
| Income before income taxes                                                                              |                         |   |   | 4.1 | %  |   | 9.3 | %  |
| Income tax                                                                                              |                              |  |   | 0.1 |  |   | 0.7 |   |
| Net Income                                                                                              |                              |  |   | 4.0 | % |   | 8.6 | %  |

*Revenues.*Revenues were $7.6million and $9.4 million for the three months ended March 31, 2009and 2008, respectively. Revenues decreased 19.1% in the        quarter ended March 31, 2009from the same period in 2008, primarily due to reduced ordersfrom our customers in order to manage with lower inventory as a result of an industry wide slow down due tomacro economic conditions.         

*Cost of Revenues.*Cost of revenues was $5.3million and $6.5million for the three months ended March 31, 2009and 2008, respectively. Cost of revenues as a percentage of revenueswas 69.9% and 68.7% in the three months ended March 31, 2009and 2008, respectively. The higher percentage cost of revenues was from decreased factory utilization due to lower revenues.         

*Gross Profit.*Gross profit decreased in dollars to $2.3million, or 30.1% of revenues, for the three months ended March 31, 2009from $2.9 million, or        31.3% of revenues, for the same period in 2008. For the period ended March 31, 2009, lowercustomer demand and lowerutilization of our factories as a result of decreased volume shipments of our products resulted in a reducedgross margin. We expect our gross profit as a percentage of revenues to improve with        higher production volumes, which we anticipate will result in improved absorption of overhead expenses. However, decreasing average selling prices will negatively impact our gross profit and may offset any benefits from improved absorption.           

*Research and Development Expenses*. Research and development expenses decreased to $0.7million for the three months ended March 31, 2009from $0.9million for the same period in 2008. As a percentage of revenues, research and development expenses decreased to 9.5% in the three months ended March 31, 2009from 9.6% for the same period in 2008. We expectresearch and development expenses will remain relatively flat due in part to continued emphasis on expense        control.          

*Sales and Marketing Expenses*. Sales and marketing expenses decreased to $0.6million for the three months ended March 31, 2009from $0.7million for the same period in 2008. As a percentage of revenues, sales and marketing expenses increased to 8.3% in the three months ended March 31, 2009from 7.1% in the three months ended March 31, 2008.We expect sales and marketing expenses to decline slightly in the next few quarters as a result of fewer        trade-show activities.          

*General and Administrative Expenses*. General and administrative expenses decreased to $0.8million for the three months ended March 31, 2009from $0.9        million for the same period in 2008. As a percentage of revenues, general and administrative expenses increased to 11.1% in the three months ended March 31, 2009from 9.5% for the same period in 2008. We expect general and administrative expenses will remain relatively flat in the next quarter due in part to continued emphasis on expense control.However, we expect        general and administrative expenses will increase in the second half of the year due to Section 404 compliance.

 

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*Stock-Based Compensation*. Total stock based compensation decreased to $28,000for the three months ended March 31, 2009from $51,000for the same period in 2008. This decrease was due to the lower common stock price as of March 31, 2009 and resulted in no unrecognized compensation cost related to ouroption plan.

*Interest and Other Income, Net.*Interest and other income, net, was $0.2 million and $0.4 million for the three months ended March 31, 2009and 2008, respectively. These amounts consisted        primarily of interest income which fluctuated based on cash balance and changes in interest rates. The decrease was due to lower interest ratesin 2009.

*Income tax expense.*Income tax expense was $0.01 million and $0.06 million for the three months ended March 31, 2009and 2008, respectively. During the three months ended March 31, 2008, wepaid $0.05 million income tax for the year ended December 31, 2007.

**Liquidity and Capital Resources**

At March 31, 2009, we had cash and cash equivalents of $6.5 million and short-term investments of $16.9 million.We also hold $16.3 million in ARS and associated Rights which are not saleable by us at the date hereof. Accordingly, we do not consider the        ARS or the Rights as sources of liquidity at this time.

Net cash usedinoperating activities was $0.2million for the three months ended March 31, 2009. The decrease in net cash used inoperating activities was primarily due toa $0.5million increase in accounts receivable and $0.7 million decrease in accounts payable, which was partially offset by net income of $0.3million, a $0.7 million decrease in inventory,and total depreciation and amortization expenses of $0.3million.Net cash used inoperating activities was $0.4millionfor the three months        ended March 31, 2008. Net cash used inoperating activities was primarily due to $0.9 million increase in account receivable and $0.7 million decrease in accrued expenses, which was offset by net incomeof $0.8millionand total depreciation and        amortization expense of $0.3million. 

Cash used in investing activities was $5.4 million for the three months ended March 31, 2009. In the three months ended March 31, 2009, we spent a net of $5.8million for the purchase of short-term securities, and we used $0.1 million to acquire property and        equipment. Net cash provided by investing activities was $5.5 million for the three months ended March 31, 2008. This resulted from $5.6 million in net proceeds from sales of short-term investment offset by $0.1 million spending on equipment purchases. 

Cash used infinancing activities was $39,000 and $18,000 for the three months ended March 31, 2009 and 2008, respectively. Cash used in financing activities was forthe repayment of bank borrowings. 

We believe that our current cash, cash equivalents and short-term investments will be sufficient to meet our anticipated cash needs for working capital and capital expenditures for at least the next 12 months. However, our future growth, including any potential acquisitions, may require additional funding. If cash generated from        operations is insufficient to satisfy our long-term liquidity requirements, we may need to raise capital through additional equity or debt financings, additional credit facilities, strategic relationships or other arrangements. If additional funds are raised through the issuance of securities, these securities could have rights, preferences and privileges senior to holders of common stock, and the terms of any debt facility could impose restrictions on our operations. The sale of        additional equity or debt securities could result in additional dilution to our stockholders, and additional financing may not be available in amounts or on terms acceptable to us, if at all. If we are unable to obtain additional financing, we may be required to reduce the scope of our planned product development and marketing efforts. Strategic arrangements, if necessary to raise additional funds, may require us to relinquish our rights to certain of our technologies or products. Our        failure to raise capital when needed could harm our business, financial condition and operating results.

 

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**Contractual Obligations         **

Our long-term debt obligations are for principal and interest on mortgage and equipment loans from financial institutionsin Taiwan.        In July 2004, we moved into our corporate headquarters in Sunnyvale, California. The lease has a six-year term commencing on July 22, 2004.         In Taiwan, we lease a total of approximately 38,800 square feet in one facility located in Tu-Cheng City, Taiwan. This lease expiresat various times from May2009to December2011. In December 2000, the Company purchased approximately 8,200 square feet of space immediately adjacent to the leased facility for $0.8        million, bringing the total square footage to approximately 47,000 square feet. 

In July 2007, we renewed the lease for our 62,000 square foot facility in the Shenzhen area of China, which will expire in July 2012. In February 2007, we entered into a lease for an 8,200 square feet facility in Shenzhen, which lease will expire in January 2012.      

**Recent Accounting Pronouncements**

See Note 2 of our Notes to Unaudited Condensed Consolidated Financial Statements included with this Quarterly Report on Form 10-Q for information on recent accounting pronouncements.

 

**ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK**

Not required.

**ITEM 4: CONTROLS AND PROCEDURES**

(a)     *Evaluation of disclosure controls and procedures.*We maintain “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the        Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Acting Chief Financial Officer, as        appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Our disclosure controls and procedures have been designed to meet reasonable assurance standards. Additionally, in        designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefitrelationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals        under all potential future conditions. Based on their evaluation as of the end of the period covered by this Quarterly Report on Form 10-Q, our Chief Executive Officer and Acting Chief Financial Officer have concluded that, as of such date, our disclosure controls and procedures were effective to ensure that material information relating to us, including our consolidated subsidiaries, is made known to them by others within those entities, particularly during the period in which this        Quarterly Report on Form 10-Q was being prepared.

(b)     *Changes in internal controls.*There was no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) identified in        connection with the evaluation described in Item 4(a) above that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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|  | **PART II:      ** | **OTHER INFORMATION     ** |
|--|---------------------------------------------|-----------------------------------------------------|

**ITEM 1A: RISK FACTORS**

**We have a history of losses, may experience future losses and may not be able to generate sufficient revenues in the future to sustain profitability.         **

We had net income of approximately $0.3million and $0.8million in the first quarter of fiscal 2009and 2008, respectively. Although we generated        a profit in the first quarter of fiscal 2009and 2008, we may not be able to sustain profitability in the futureand our cash flows maybe negative again in the future. As of March 31, 2009, we had an accumulated deficit of approximately $64.1million.                  We continue to experience fluctuating demand for our products. If demand for our products increases in the future, we expect toincur significant and increasing expenses for expansion of our manufacturing operations, research and development, sales and marketing, and administration, and in expandingdirect sales and distribution channels. Given the rate at which        competition in our industry intensifies and the fluctuations in demand for our products, we may not be able to adequately control our costs and expenses or achieve or maintain adequate operating margins. As a result, to maintain profitability, we will need to generate and sustain substantially higher revenues while maintaining reasonable cost and expense levels. We may not be able to sustain profitability on a quarterly or an annual basis.

**Our****connectivity****products have historically represented a significant part of our revenues, and if we are unsuccessful in commercially selling our****optical passive****products, our business will be seriously harmed.         **

Sales of our connectivityproducts accounted for over 56.4% of our revenues in the quarter ended March 31, 2009and a majority of our historical revenues. We expect to substantially depend on these products for the        majority of our near-term revenues. Any significant decline in the price of, or demand for, these products, or failure to increase their market acceptance, would seriously harm our business. In addition, we believe that our future growth and a significant portion of our future revenues will depend on the commercial success of our optical passiveproducts, which we began shipping commercially in July 2000. Demand for these        products has fluctuated over the past few years, declining sharply starting in mid fiscal 2001 and then increasing beginning in 2003. If demand for these products does not continue to increase and our target customers do not continue to adopt and purchase our optical passiveproducts, our revenues may decline and we may have to write-off additional inventory that is currently on our books.

**Declining general economic or business conditions may have a negative impact on our business.**

Concerns over inflation, deflation, energy costs, geopolitical issues, the availability and cost of credit, the Federal stimulus packageand budget process, the U.S. mortgage market and a declining real estate market in the U.S. have contributed to increased        volatility and diminished expectations for the global economy and expectations of slower global economic growth going forward. These factors, combined with volatile oil prices, declining business and consumer confidence, a declining stock market and increased unemployment, have precipitated an economic slowdown and recession. If the economic climate in the U.S. does not improve or continues to deteriorate, our business, including our customers and our suppliers, could be negatively        affected, resulting in a negative impact on our revenues.

**We depend on a small number of customers for a significant portion of our total revenue****s****and the loss of, or a significant reduction in orders from, any of these customers, would        significantly reduce our revenue****s****and harm our operating results.**

 

In the quarters ended March 31, 2009 and 2008, our top 10 customers comprised 70.3% and 60.3% of our revenues, respectively. For the three months ended March 31, 2009, two customers accounted for 21.1% and 20.7% of our total revenues, respectively. For the three months ended March 31, 2008, one customer accounted for 20.5% of our total revenues.

 

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We derive a significant portion of our revenues from a small number of customers, and we anticipate that we will continue to do so in the foreseeable future. These customers may decide not to purchase our products at all, to purchase fewer products than they did in the past, or to alter their purchasing patterns in some other way. The loss of any        significant customer, a significant reduction in sales we make to them, or any problems collecting receivables from them would likely harm our financial condition and results of operations.

**Our quarterly and annual financial results have historically fluctuated due primarily to introduction of, demand for, and sales of our products, and future fluctuations may cause our stock price to decline.**

We believe that period-to-period comparisons of our operating results are not a good indication of our future performance. Our quarterly operating results have fluctuated in the past and are likely to fluctuate significantly in the future due to a number of factors. For example, the timing and expenses associated with        product introductions and establishing additional manufacturing lines and facilities, changes in manufacturing volume, declining average selling prices of our products, the timing and extent of product sales, the mix of domestic and international sales, the mix of sales channels through which our products are sold, the mix of products sold and significant fluctuations in the demand for our products have caused our operating results to fluctuate in the past. Because we incur operating        expenses based on anticipated revenue trends, and a high percentage of our expenses are fixed in the short term, any delay in generating or recognizing revenues or any decrease in revenues could significantly harm our quarterly results of operations. Other factors, many of which are more fully discussed in other risk factors below, may also cause our results to fluctuate. Many of the factors that may cause our results to fluctuate are outside of our control. If our quarterly or annual        operating results do not meet the expectations of investors and securities analysts, the trading price of our common stock could significantly decline.

**U****ncertainty in the credit markets****has and may continue to****impact the value****and liquidity****of****our****auction-rate securities****, or ARS****.**

Credit concerns in the capital markets have significantly reduced our ability to liquidate $16.3 million in ARS that we classify as long-term investments on our balance sheet. All ARS we hold have failed to sell at auction since February 2008 due to an insufficient number of bidders. In November 2008, we accepted the right to require        UBS to repurchase ourARS investment at par value beginning on June 30, 2010, or the Right. We cannot assure you that UBS will have the ability to purchase our ARS at par or at any other price in the future. Accordingly, we may not be able to exercise the Right or liquidatethese securities and use the cash to finance our business. In future periods, the estimated fair        value of our ARS and the Right could decline further based on market conditions, which could result in additionalimpairment. 

**If we cannot attract more optical communications equipment manufacturers to purchase our products, we may not be able to increase or sustain our revenues.**

Our future success will depend on our ability to migrate existing customers to our new products and our ability to attract additional customers. Some of our present customers are relatively new companies. The growth of our customer base could be adversely affected by:           

> 
·     

customer unwillingness to implement our products;

·     

any delays or difficulties that we may incur in completing the development and introduction of our planned products or product enhancements; 

·     

the success of our customers; 

·     

excess inventory in the telecommunications industry; 

·     

new product introductions by our competitors; 

·     

any failure of our products to perform as expected; or 

·     

any difficulty we may incur in meeting customers’ delivery requirements or product specifications.

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The fluctuations in the economy have affected the telecommunications industry. Telecommunications companies have cut back on their capital expenditure budgets, which has and may continue to further decrease demand for equipment and parts, including our products. This decrease has had and may continue to have an adverse effect on the        demand for fiber optic products and negatively impact the growth of our customer base.

**We are exposed to risks and increased expenses and business risk as a result of****Restriction on Hazardous Substances, or RoHS directives.**

Following the lead of the European Union, or EU, various governmental agencies have either already put into place or are planning to introduce regulations that regulate the permissible levels of hazardous substances in products sold in various regions of the world. For example, the RoHS directive for EU took effect on July 1, 2006. The labeling        provisions of similar legislation in China went into effect on March 1, 2007. Consequently, many suppliers of products sold into the EU have required their suppliers to be compliant with the new directive. Many of our customers have adopted this approach and have required our full compliance. Though we have devoted a significant amount of resources and effort planning and executing our RoHS program, it is possible that some of our products might be incompatible with such regulations. In        such event, we could experience the following consequences: loss of revenue, damaged reputation, diversion of resources, monetary penalties, and legal action.

**The market for fiber optic components is increasingly competitive, and if we are unable to compete successfully our revenues could decline.**

The market for fiber optic components is intensely competitive. We believe that our principal competitors are the major manufacturers of optical components and integrated modules, including vendors selling to third parties and business divisions within communications equipment suppliers. Our principal competitors in the        components market include Avanex Corp., DiCon Fiberoptics, Inc., JDS Uniphase Corp., Oplink Communications Inc., Stratos International, Inc. and Tyco Electronics Corporation. We believe that we primarily compete with diversified suppliers for the majority of our product line and to a lesser extent with niche companies that offer a more limited product line. Competitors in any portion of our business may also rapidly become competitors in other portions of our business. 

Many of our current and potential competitors have significantly greater financial, technical, marketing, purchasing, manufacturing and other resources than we do. As a result, these competitors may be able to respond more quickly to new or emerging technologies and to changes in customer requirements, to devote        moreresources to the development, promotion and sale of products, to negotiate lower prices on raw materials and components, or to deliver competitive products at lower prices.                  Several of our existing and potential customers are also current and potential competitors of ours. These companies may develop or acquire additional competitive products or technologies in the future and subsequently reduce or cease their purchases from us. In light of the consolidation in the optical networking industry, we also believe that the size of suppliers will be an increasingly important part of a purchaser’s decision-making criteria in the future. We may not be able to        compete successfully with existing or new competitors, and we cannot ensure that the competitive pressures we face will not result in lower prices for our products, loss of market share, or reduced gross margins, any of which could harm our business.                  New and competing technologies are emerging due to increased competition and customer demand. The introduction of products incorporating new or competing technologies or the emergence of new industry standards could make our existing products noncompetitive. For example, there are technologies for the design of wavelength division multiplexers that compete with the technology that we incorporate in our products. If our products do not incorporate technologies demanded by customers, we        could lose market share causing our business to suffer.

 

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**If we fail to effectively manage our operations, specifically given the past history of sudden and dramatic downturn in demand for our products, our operating results could be harmed.         **

As of March 31, 2009, we had a total of 40full-time employees in Sunnyvale, California, 256full-time employees in Taiwan, and 509full-time        employees in China. Matching the scale of our operations with demand fluctuations, combined with the challenges of expanding and managing geographically dispersed operations, has placed, and will continue to place, a significant strain on our management and resources. To manage the expected fluctuations in our operations and personnel, we will be required to:           

|  | ·      | improve existing and implement new operational, financial and management controls, reporting systems and procedures; |
|--|----------------------------------------|----------------------------------------------------------------------------------------------------------------------|

|  | ·      | hire, train, motivate and manage additional qualified personnel, especially if we experience a significant increase in demand for our products; |
|--|----------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------|

|  | ·      | effectively expand or reduce our manufacturing capacity, attempting to adjust it to customer demand; and |
|--|----------------------------------------|----------------------------------------------------------------------------------------------------------|

|  | ·      | effectively manage relationships with our customers, suppliers, representatives and other third parties. |
|--|----------------------------------------|----------------------------------------------------------------------------------------------------------|

In addition, we will need to coordinate our domestic and international operations and establish the necessary infrastructure to implement our international strategy. If we are not able to manage our operations in an efficient and timely manner, our business will be severely harmed.                  Our success also depends, to a large degree, on the efficient and uninterrupted operation of our facilities. We have expanded our manufacturing facilities in Taiwan and manufacture many of our products there. Our facility in China also houses a substantial portion of our manufacturing operations. There is significant political tension between Taiwan and China. If there is an outbreak of hostilities between Taiwan and China, our manufacturing operations may be disrupted or we may have to        relocate our manufacturing operations. Tensions between Taiwan and China may also affect our facility in China. Relocating a portion of our employees could cause temporary disruptions in our operations and divert management’s attention. 

**Because of the time it takes to develop fiber optic components, we incur substantial expenses for which we may not earn associated revenues.**

The development of new or enhanced fiber optic products is a complex and uncertain process. We may experience difficulties in design, manufacturing, marketing and other areasthat could delay or prevent the development, introduction or marketing of new products        and enhancements. Development costs and expenses are incurred before we generate revenues from sales of products resulting from these efforts. Our total research and development expenses were approximately $0.7million and $0.9million for the quarters ended March 31, 2009and 2008, respectively. We intend to        continue to invest in our research and product development efforts, which could have a negative impact on our earnings in future periods if we do not earn associated revenue from such efforts.          

**If we are unable to develop new products and product enhancements that achieve market acceptance, sales of our fiber optic components could decline, which could reduce our revenues.**

The communications industry is characterized by rapidly changing technology, frequent new product introductions, changes in customer requirements, evolving industry standards and, more recently, significant variations in customer demand. Our future success depends on our ability to anticipate market needs and develop        products that address those needs. As a result, our products could quickly become obsolete if we fail to predict market needs accurately or develop new products or product enhancements in a timely manner. Our failure to predict market needs accurately or to develop new products or product enhancements in a timely manner will harm market acceptance and sales of our products. If the development or enhancement of these products or any other future products takes longer than we anticipate,        or if we are unable to introduce these products to market, our sales will not increase. Even if we are able to develop and commercially introduce them, these new products may not achieve the widespread market acceptance necessary to provide an adequate return on our investment.

 

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**Current and future demand for our products depends on the continued growth of the Internet and the communications industry, which is experiencing consolidation, realignment, oversupply of product inventory and fluctuating demand for fiber optic products.**

Our future success depends on the continued growth of the Internet as a widely used medium for communications and commerce, and the growth of optical networks to meet the increased demand for capacity to transmit data, or bandwidth. If the Internet does not continue to expand as a medium for communications and commerce,        the need to significantly increase bandwidth across networks and the market for fiber optic components may not continue to develop. If this growth does not continue, sales of our products may decline, which would adversely affect our revenues. Our customers have experienced an oversupply of inventory due to fluctuating demand for their products that has resulted in inconsistent demand for our products. Future demand for our products is uncertain and will depend heavily on the continued        growth and upgrading of optical networks, especially in the metropolitan, last mile, and enterprise access segments of the networks.                   Inconsistent spending by telecommunication companies over the past severalyears has resulted in fluctuating demand for our products. The rate at which communication service providers and other fiber optic network users have built new fiber optic networks or installed new systems in their existing fiber optic networks has fluctuated in the past and these fluctuations may continue in the future. These fluctuations may result in        reduced demand for new or upgraded fiber optic systems that utilize our products and therefore, may result in reduced demand for our products. Declines in the development of new networks and installation of new systems have resulted in the past in a decrease in demand for our products, an increase in our inventory, and erosion in the average selling prices of our products.          

The communications industry is experiencing consolidation and realignment, as industry participants seek to capitalize on the rapidly changing competitive landscape developing around the Internet and new communications technologies such as fiber optic networks. As the communications industry consolidates and realigns to accommodate technological and        other developments, our customers may consolidate or align with other entities in a manner that results in a decrease in demand for our products.

**We are experiencing fluctuations in market demand due to overcapacity in our industry and an economy that is stymied by international terrorism, war and political instability.         **

The United States economy has experienced and continues to experience significant fluctuations in consumption and demand. During the past several years, telecommunication companies have mostly decreased their spending, which has resulted in excess inventory, overcapacity and a decrease in demand for our products. We may experience        further decreases in the demand for our products due to a weak domestic and international economy as the fiber optics industry copes with the effects of oversupply of products, international terrorism, war and political instability. Even if the general economy experiences a recovery, the activity of the United States telecommunications industry may lag behind the recovery of the overall United States economy.

**The optical networking component industry has in the past, is now, and may in the future experience declining average selling prices, which could cause our gross margins to decline.**

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The optical networking component industry has in the past experienced declining average selling prices as a result of increasing competition and greater unit volumes as communication service providers continue to deploy fiber optic networks. Average selling prices are currently decreasing and may continue to decrease in        the future in response to product introductions by competitors, price pressures from significant customers, greater manufacturing efficiencies achieved through increased automation in the manufacturing process and inventory build-up due to decreased demand. Average selling price declines may contribute to a decline in our gross margins, which could harm our results of operations.          

**We will not attract new orders for our fiber optic components unless we can deliver sufficient quantities of our products to optical communications equipment manufacturers.**

Communications service providers and optical systems manufacturers typically require that suppliers commit to provide specified quantities of products over a given period of time. If we are unable to commit to deliver quantities of our products to satisfy a customer’s anticipated needs, we will lose the order and        the opportunity for significant sales to that customer for a lengthy period of time. In addition, we would be unable to fill large orders if we do not have sufficient manufacturing capacity to enable us to commit to provide customers with specified quantities of products. However, if we build our manufacturing capacity and inventory in excess of demand, as we have done in the past, we may produce excess inventory that may have to be reserved or written off.          

**We depend on a limited number of third parties to supply key materials, components and equipment, such as ferrules, optical filters and lenses, and if we are not able to obtain sufficient quantities of these items at acceptable prices, our ability to fill orders would be limited and our operating results could be harmed.**

We depend on third parties to supply the raw materials and components we use to manufacture our products. To be competitive, we must obtain from our suppliers, on a timely basis, sufficient quantities of raw materials and components at acceptable prices. We obtain most of our critical raw materials and components from a single or limited        number of suppliers and generally do not have long-term supply contracts with them. As a result, our suppliers could terminate the supply of a particular material or component at any time without penalty. Finding alternative sources may involve significant expense and delay, if these sources can be found at all.One component, GRIN lenses, are only available from one supplier.Difficulties in obtaining        raw materials or components in the future may delay or limit our product shipments, which could result in lost orders, increase our costs, reduce our control over quality and delivery schedules and require us to redesign our products. If a supplier became unable or unwilling to continue to manufacture or ship materials or components in required volumes, we would have to identify and qualify an acceptable replacement. A delay or reduction in shipments or any need to identify and qualify        replacement suppliers would harm our business. 

**Because we experience long lead times for materials and components, we may not be able to effectively manage our inventory levels and manufacturing capacity, which could harm our operating results.**

Because we experience long lead times for materials and components and are often required to purchase significant amounts of materials and components far in advance of product shipments, we may not effectively manage our inventory levels, which could harm our operating results. Alternatively, if we underestimate our raw material requirements, we may        have inadequate inventory, which could result in delays in shipments and loss of customers. If we purchase raw materials and increase production in anticipation of orders that do not materialize or that shift to another quarter, we will, as we have in the past, have to carry or write off excess inventory and our gross margins will decline. Both situations could cause our results of operations to be below the expectations of investors and public market analysts, which could, in turn,        cause the price of our common stock to decline. The time our customers require to incorporate our products into their own can vary significantly and generally exceeds several months, which further complicates our planning processes and reduces the predictability of our forecasts. Even if we receive these orders, the additional manufacturing capacity that we add to meet our customer’s requirements may be underutilized in a subsequent quarter.

 

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**We are exposed to risks and increased expenses as a result of legislation requiring companies to evaluate internal controls over financial reporting.**

Section 404 of the Sarbanes-Oxley Act of 2002 requires our management to perform an assessment of our internal controls by December 31, 2008, and our independent auditors to attest to the effectiveness of our internal controls over financial reporting beginning with our year ending December 31, 2009. We have implemented an ongoing program        to perform the system and process evaluation and testing we believe to be necessary to comply with these requirements, however, we cannot assure you that we will be successful in our efforts. We expect to incur increased expense and to devote additional management resources to Section 404 compliance. In the event that our chief executive officer, acting chief financial officer or independent registered public accounting firm determine that our internal controls over financial reporting        are not effective as defined under Section 404, investor perceptions of our company may be adversely affected and this could cause a decline in the market price of our stock.

**We depend on key personnel to operate our business effectively in the rapidly changing fiber optic components market, and if we are unable to hire and retain appropriate management and technical personnel, our ability to develop our business could be harmed.**

Our success depends to a significant degree upon the continued contributions of the principal members of our technical sales, marketing, engineering and management personnel, many of whom perform important management functions and would be difficult to replace. We particularly depend upon the continued services of our        executive officers, particularly Peter Chang, our President and Chief Executive Officer; David Hubbard, our Vice President, Sales and Marketing; Wei-shin Tsay, our senior Vice President of Product Development; Anita Ho, ourActing Chief Financial Officer; and other key engineering, sales, marketing, finance, manufacturing and support personnel. In addition, we depend upon the continued services of key management personnel at our        Taiwanese subsidiaryand at our facility in China. None of our officers or key employees is bound by an employment agreement for any specific term, and may terminate their employment at any time. In addition, we do not have “key person” life insurance policies covering any of our employees.                  Our ability to continue to attract and retain highly skilled personnel will be a critical factor in determining whether we will be successful in the future. We may have difficulty hiring skilled engineers at our manufacturing facilities in the United States, Taiwan, and China. If we are not successful in attracting, assimilating or retaining qualified personnel to fulfill our current or future needs, our business may be harmed.          

**If we are not able to achieve acceptable manufacturing yields and sufficient product reliability in the production of our fiber optic components, we may incur increased costs and delays in shipping products to our customers, which could impair our operating results.**

Complex and precise processes are required for the manufacture of our products. Changes in our manufacturing processes or those of our suppliers, or the inadvertent use of defective materials, could significantly reduce our manufacturing yields and product reliability. Because the majority of our manufacturing costs are        relatively fixed, manufacturing yields are critical to our results of operations. Lower than expected production yields could delay product shipments and impair our operating results. We may not obtain acceptable yields in the future.                  In some cases, existing manufacturing techniques, which involve substantial manual labor, may not allow us to cost-effectively meet our production goals so that we maintain acceptable gross margins while meeting the cost targets of our customers. We may not achieve adequate manufacturing cost efficiencies.                  Because we plan to introduce new products and product enhancements, we must effectively transfer production information from our product development department to our manufacturing group and coordinate our efforts with our suppliers to rapidly achieve volume production. In our experience, our yields have been lower during the early stages of introducing new product to manufacturing. If we fail to effectively manage this process or if we experience delays, disruptions or quality control        problems in our manufacturing operations, our shipments of products to our customers could be delayed.

 

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**Because the qualification and sales cycle associated with fiber optic components is lengthy and varied, it is difficult to predict the timing of a sale or whether a sale will be made, which may cause us to have excess manufacturing capacity or inventory and negatively impact our operating results.**

In the communications industry, service providers and optical systems manufacturers often undertake extensive qualification processes prior to placing orders for large quantities of products such as ours, because these products must function as part of a larger system or network. This process may range from three to six        months and sometimes longer. Once they decide to use a particular supplier’s product or component, these potential customers design the product into their system, which is known as a design-in win. Suppliers whose products or components are not designed in are unlikely to make sales to that customer until at least the adoption of a future redesigned system. Even then, many customers may be reluctant to incorporate entirely new products into their new systems, as this could involve        significant additional redesign efforts. If we fail to achieve design-in wins in our potential customers’ qualification processes, we will lose the opportunity for significant sales to those customers for a lengthy period of time.                  In addition, some of our customers require that our products be subject to standards-based qualification testing, which can take up to nine months or more. While our customers are evaluating our products and before they place an order with us, we may incur substantial sales and marketing and research and development expenses, expend significant management efforts, increase manufacturing capacity and order long lead-time supplies. Even after the evaluation process, it is possible a        potential customer will not purchase our products. In addition, product purchases are frequently subject to unplanned processing and other delays, particularly with respect to larger customers for which our products represent a very small percentage of their overall purchase activity. Accordingly, our revenues and operating results may vary significantly and unexpectedly from quarter to quarter.          

**If our customers do not qualify our manufacturing lines for volume shipments, our optical networking components may be dropped from supply programs and our revenues may decline.         **

Customers generally will not purchase any of our products, other than limited numbers of evaluation units, before they qualify our products, approve our manufacturing process and approve our quality assurance system. Our existing manufacturing lines, as well as each new manufacturing line, must pass through various levels        of approval with our customers. For example, customers may require that we be registered under international quality standards. Our products may also have to be qualified to specific customer requirements. This customer approval process determines whether the manufacturing line achieves the customers’ quality, performance and reliability standards. Delays in product qualification may cause a product to be dropped from a long-term supply program and result in significant lost        revenue opportunity over the term of that program.          

**Our fiber optic components are deployed in large and complex communications networks and may contain defects that are not detected until after our products have been installed, which could damage our reputation and cause us to lose customers.         **

Our products are designed for deployment in large and complex optical networks. Because of the nature of these products, they can only be fully tested for reliability when deployed in networks for long periods of time. Our fiber optic products may contain undetected defects when first introduced or as new versions are        released, and our customers may discover defects in our products only after they have been fully deployed and operated under peak stress conditions. In addition, our products are combined with products from other vendors. As a result, should problems occur, it may be difficult to identify the source of the problem. If we are unable to fix defects or other problems, we could experience, among other things:

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|  | ·      | loss of customers; |
|--|----------------------------------------|--------------------|

|  | ·      | damage to our reputation; |
|--|----------------------------------------|---------------------------|

|  | ·      | failure to attract new customers or achieve market acceptance; |
|--|----------------------------------------|----------------------------------------------------------------|

|  | ·      | diversion of development and engineering resources; and |
|--|----------------------------------------|---------------------------------------------------------|

|  | ·      | legal actions by our customers. |
|--|----------------------------------------|---------------------------------|

The occurrence of any one or more of the foregoing factors could negatively impact our revenues.          

**The market for fiber optic components is new and unpredictable, characterized by rapid technological changes, evolving industry standards, and significant changes in customer demand, which could result in decreased demand for our products, erosion of average selling prices, and could negatively impact our revenues.**

The market for fiber optic components is new and characterized by rapid technological change, frequent new product introductions, changes in customer requirements and evolving industry standards. Because this market is new, it is difficult to predict its potential size or future growth rate. Widespread adoption of optical        networks, especially in the metropolitan, last mile, and enterprise access segments of the networks, is critical to our future success. Potential end-user customers who have invested substantial resources in their existing copper lines or other systems may be reluctant or slow to adopt a new approach, such as optical networks. Our success in generating revenues in this market will depend on:          

|  | ·      | the education of potential end-user customers and network service providers about the benefits of optical networks; and |
|--|----------------------------------------|-------------------------------------------------------------------------------------------------------------------------|

|  | ·      | the continued growth of the metropolitan, last mile, and enterprise access segments of the communications network. |
|--|----------------------------------------|--------------------------------------------------------------------------------------------------------------------|

If we fail to address changing market conditions, sales of our products may decline, which would adversely impact our revenues.

**We may be unable to successfully integrate acquired businesses or assets with our business, which may disrupt our business, divert management’s attention and slow our ability to expand the range of our proprietary technologies and products.**

To expand the range of our proprietary technologies and products, we may acquire complementary businesses, technologies or products, if appropriate opportunities arise.We may be unable to identify other suitable acquisitions at reasonable prices or on reasonable        terms, or consummate future acquisitions or other investments, any of which could slow our growth strategy. We may have difficulty integrating the acquired products, personnel or technologies of any company or acquisition that we may make. Similarly, we may not be able to attract or retain key management, technical or sales personnel of any other companies that we acquire or from which we acquire assets. These difficulties could disrupt our ongoing business, distract our management and        employees and increase our expenses.          

**If our common stock is not relisted on the Nasdaq Global Market, we will be subject to certain provisions of the California General Corporation Law that may affect our charter documents and result in additional expenses.**

Beginning at the commencement of trading on November 8, 2002, the listing of our common stock was transferred from the Nasdaq Global Market to the Nasdaq Capital Market. As a result, we may become subject to certain sections of the California General Corporation Law that will affect our charter documents if our common        stock is not returned to being listed on the Nasdaq Global Market. A recent Delaware decision has called into question the applicability of the California General Corporation Law to Delaware corporations. However, if the California General Corporation Law applies to our Company, we will not be able to continue to have a classified board or continue to eliminate cumulative voting by our stockholders. In addition, certain provisions of our Certificate of Incorporation that call for        supermajority voting may need to be approved by stockholders every two years or be eliminated. Also, in the event of a reorganization, stockholders will have dissenting stockholder rights under both California and Delaware law. Any of these changes will result in additional expense as we will have to comply with certain provisions of the California General Corporation Law as well as the Delaware General Corporation Law. We included these provisions in our charter documents in order to        delay or discourage a change of control or changes in our management. Because of the California General Corporation Law, we may not be able to avail ourselves of these provisions.

 

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**If we are unable to maintain our listing on the Nasdaq Capital Market, the price and liquidity of our common stock may decline.**

There can be no assurance that we will be able to satisfy all of the quantitative maintenance criteria for continued listing on the Nasdaq Capital Market, including a requirement that we maintain a continued minimum bid price of $1.00 per share. Although the minimum bid price requirement has been temporarily suspended beginning on        October 16, 2008, the requirement will be reinstated in mid-2009. Accordingly, beginning on July 20, 2009, if the closing bid price of our common stock falls and remains below $1.00 for 30 consecutive trading days as it has for significant periods of time in the past, our common stock may not remain listed on the Nasdaq Capital Market. As of the date of this report, the closing bid price of our common stock had been below $1.00 for more than 30 consecutive trading days. If we fail to        maintain continued listing on the Nasdaq Capital Market and must move to a market with less liquidity, our financial condition could beharmed and our stock price would likely decline. If we are delisted, it could have a material adverse effect on the market price of our common stock as well as the liquidity of the trading market for our common stock.

Many companies that face delisting as a result of closing bid prices that are below the Nasdaq Capital Market’s continued listing standards seek to maintain the listing of their securities by effecting reverse stock splits. However, reverse stock splits do not always result in a sustained closing bid price per        share. We may consider the merits of implementing a reverse split and evaluate other courses of action as we believe may be appropriate.

**If we fail to protect our intellectual property rights, competitors may be able to use our technologies, which could weaken our competitive position, reduce our revenues or increase our costs.**

The fiber optic component market is a highly competitive industry in which we, and most other participants, rely on a combination of patent, copyright, trademark and trade secret laws, confidentiality procedures and licensing arrangements to establish and protect proprietary rights. The competitive nature of our industry,        rapidly changing technology, frequent new product introductions, changes in customer requirements and evolving industry standards heighten the importance of protecting proprietary technology rights. Since the United States Patent and Trademark Office keeps patent applications confidential until a patent is issued, our pending patent applications may attempt to protect proprietary technology claimed in a third party patent application. Our existing and future patents may not be        sufficiently broad to protect our proprietary technologies as it is difficult to police theunauthorized use of our products and we cannot be certain that the steps we have taken will prevent the misappropriation or unauthorized use of our technologies, particularly in foreign countries where the laws may not protect our proprietary rights as fully as United States laws. Our competitors and suppliers may independently develop        similar technology, duplicate our products, or design around any of our patents or other intellectual property. If we are unable to adequately protect our proprietary technology rights, others may be able to use our proprietary technology without having to compensate us, which could reduce our revenues and negatively impact our ability to compete effectively.                  Litigation may be necessary to enforce our intellectual property rights or to determine the validity or scope of the proprietary rights of others. As a result of any such litigation, we could lose our proprietary rights and incur substantial unexpected operating costs. Any action we take to protect our intellectual property rights could be costly and could absorb significant management time and attention. In addition, failure to adequately protect our trademark rights could impair our        brand identity and our ability to compete effectively.

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**We may be subject to intellectual property infringement claims that are costly to defend and could limit our ability to use some technologies in the future.         **

Our industry is very competitive and is characterized by frequent intellectual property litigation based on allegations of infringement of intellectual property rights. Numerous patents in our industry have already been issued, and as the market further develops and participants in our industry obtain additional        intellectual property protection, litigation is likely to become more frequent. From time to time, third parties may assert patent, copyright, trademark and other intellectual property rights to technologies or rights that are important to our business. In addition, we have and we may continue to enter into agreements to indemnify our customers for any expenses or liabilities resulting from claimed infringements of patents, trademarks or copyrights of third parties. Any litigation        arising from claims asserting that our products infringe or may infringe the proprietary rights of third parties, whether the litigation is with or without merit, could be time-consuming, resulting in significant expenses and diverting the efforts of our technical and management personnel. We do not have insurance against our alleged or actual infringement of intellectual property of others. These claims could cause us to stop selling our products, which incorporate the challenged        intellectual property, and could also result in product shipment delays or require us to redesign or modify our products or to enter into licensing agreements. These licensing agreements, if required, would increase our product costs and may not be available on terms acceptable to us, if at all.                  Although we are not aware of any intellectual property lawsuits filed against us, we may be a party to litigation regarding intellectual property in the future. We may not prevail in any such actions, given their complex technical issues and inherent uncertainties. Insurance may not cover potential claims of this type or may not be adequate to indemnify us for all liability that may be imposed. If there is a successful claim of infringement or we fail to develop non-infringing        technology or license the proprietary rights on a timely basis, our business could be harmed.          

**Because our manufacturing operations are located in active earthquake fault zones in California and Taiwan, and our Taiwan locations are susceptible to the effects of a typhoon, we face the risk that a natural disaster could limit our ability to supply products.**

Two of our primary manufacturing operations in Taiwan and our headquarters in California are located in active earthquake fault zones. These regions have experienced large earthquakes in the past and may likely experience them in the future. In September 2001, a typhoon hit Taiwan causing businesses, including our manufacturing facility,        and the financial markets to close for two days. Because the majority of our manufacturing operations are located in Taiwan, a large earthquake or typhoon in Taiwan could disrupt our manufacturing operations for an extended period of time, which would limit our ability to supply our products to our customers in sufficient quantities on a timely basis, harming our customer relationships.

**ITEM 6: EXHIBITS**

Exhibits

| **Exhibit** |   |                                                                                                                     |
|-------------|--------|--------------------------------------------------------------------------------------------------------------------------|
| **Number**  |   | **Title**                                                                                                                |
|        |   |                                                                                                                     |
|             |        |                                                                                                                          |
| 31.1        |   | Rule 13a-14(a) certification of Chief Executive Officer                                                                  |
| 31.2        |   | Rule 13a-14(a) certification of Acting Chief Financial Officer                                                           |
| 32.1*       |   | Statement of Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. § 1350).        |
| 32.2*       |   | Statement of Acting Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. § 1350). |

___________________

** In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 34-47986, the certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Form 10-Q and will not be deemed “filed” for purposesof Section 18 of the Exchange Act.        Such certifications will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.

 

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**SIGNATURE**

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.                  Dated: May 12, 2009

> 
   ALLIANCE FIBER OPTIC PRODUCTS, INC.

By     /s/ Anita K. Ho      

           Anita K. Ho

Acting Chief Financial Officer                     (Principal Financial and Accounting Officer and Duly                    Authorized Signatory)

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Exhibit 31.1

**Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for the Period Ended March 31, 200****9**

 

**CERTIFICATION**

 

I, Peter C. Chang, certify that:                  1. I have reviewed this quarterly report on Form 10-Q of Alliance Fiber Optic Products, Inc.;                  2. Based on my knowledge, this 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 report;                  3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;                  4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)and 15d-15(f))for the registrant        and have: 

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;                  b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.          

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and          d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial        reporting.

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):                  a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and          

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

> 
Date May 12, 2009

By/s/Peter C. Chang

Peter C. Chang

Chief Executive Officer

(Principal Executive Officer)

 

31

 

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Exhibit 31.2

**Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for the Period Ended March 31, 200****9**

 

**CERTIFICATION**

 

I, Anita K. Ho, certify that: 

 

1. I have reviewed this quarterly report on Form 10-Q of Alliance Fiber Optic Products, Inc.; 

 

2. Based on my knowledge, this 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 report; 

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 

 

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))and internal control over financial reporting (as defined in        Exchange Act Rules 13a-15(f)and 15d-15(f))for the registrant and have: 

 

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which        this report is being prepared; 

 

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted        accounting principles. 

 

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and          

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect,        the registrant’s internal control over financial reporting.

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions): 

 

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’sability to record, process, summarize and report financial information; and        

 

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

> 
Date May 12, 2009

By /s/Anita K. Ho

Anita K. Ho

ActingChief Financial Officer

(Principal Accounting Officer)

 

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Exhibit 32.1

**Statement of Chief EXECUTIVE Officer under 18 U.S.C. § 1350**

I, Peter C. Chang, the chief executive officer of Alliance Fiber Optic Products, Inc. (the “Company”), certify for the purposes of section 1350 of chapter 63 of title 18 of the United States Code that, to the best of my knowledge,                   (i)     the Quarterly Report of the Company on Form 10-Q for the period ended March 31, 2009(the “Report”), fully complies with the requirements of section 13(a) or section 15(d) of the Securities Exchange Act of 1934, and           

(ii)     the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

> 
                                                      

          /s/ Peter C. Chang          

            Peter C. Chang

 

             May 12, 2009

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Exhibit 32.2 

**Statement of Acting Chief FINANCIAL Officer under 18 U.S.C. § 1350**

I, Anita K. Ho, the acting chief financial officer of Alliance Fiber Optic Products, Inc. (the “Company”), certify for the purposes of section 1350 of chapter 63 of title 18 of the United States Code that, to the best of my knowledge,                   (i)     the Quarterly Report of the Company on Form 10-Q for the period ended March 31, 2009(the “Report”), fully complies with the requirements of section 13(a) or section 15(d) of the Securities Exchange Act of 1934, and                   (ii)     the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.          

> 
 

     /s/Anita K. Ho               

        Anita K. Ho

 

      May 12, 2009

34

 

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