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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Opnext Inc
SEC Filings (Chronological Order)
Denne side giver en komplet, kronologisk liste over SEC-arkiveringer, eksklusive ejerskabsregistreringer, som vi leverer andre steder.
| August 3, 2012 |
FORM 15 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-33306 OPNEXT, INC. (Exact name of registrant as specified in its |
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| July 27, 2012 |
S-8 POS POST EFFECTIVE AMENDMENT TO FORM S-8 As filed with the Securities and Exchange Commission on July 27, 2012 Registration No. |
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| July 27, 2012 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OPNEXT, INC. ARTICLE I EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF OPNEXT, INC. ARTICLE I The name of the corporation is Opnext, Inc. (the “Corporation”). ARTICLE II The address of the Corporation’s registered office in the State of Delaware is The Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware, 19801. The name of its registered agent a |
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| July 27, 2012 |
Form S-8 POS POST EFFECTIVE AMENDMENT TO FORM S-8 As filed with the Securities and Exchange Commission on July 27, 2012 Registration No. |
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| July 27, 2012 |
OPXT / Opnext Inc / HITACHI LTD - SCHEDULE 13G AMENDMENT NO. 2 Passive Investment SCHEDULE 13G Amendment No. 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Under the Securities Exchange Act of 1934 (Amendment No. 2)* OPNEXT, INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 68375V105 (CUSIP Number) July 23, 2012 (Date of Event which Requires Filing of this Statement) Check the appr |
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| July 27, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 23, 2012 OPNEXT, INC. (Exact name of Registrant as specified in its charter) Delaware 001-33306 22-3761205 (State or other jurisdiction of incorporation or organization) (Commiss |
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| July 27, 2012 |
EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF OPNEXT, INC. TABLE OF CONTENTS Page ARTICLE I Meetings of Stockholders 1 Section 1.1. Annual Meetings 1 Section 1.2. Special Meetings 1 Section 1.3. Notice of Meeting 1 Section 1.4. Quorum 1 Section 1.5. Adjournments 1 Section 1.6. Voting 2 Section 1.7. Proxies 2 Section 1.8. Judges of Election 2 ARTICLE II Board of Directors 2 Section 2.1. Number |
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| July 19, 2012 |
Form 8-K FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 17, 2012 OPNEXT, INC. |
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| July 19, 2012 |
Exhibit 99.1 Opnext Stockholders Approve Merger; Oclaro Stockholders Approve One of Two Merger-Related Proposals Additional Oclaro Votes Needed to Close; Voting Deadline Extended to July 23 San Jose, Calif. and Fremont, Calif. – July 17, 2012 – Oclaro, Inc. (Nasdaq: OCLR), a tier-one provider and innovator of optical communications and laser solutions, and Opnext (Nasdaq: OPXT), a global leader in |
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| July 16, 2012 |
FORM 425 Filed by Oclaro, Inc. pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Subject Company: Opnext, Inc.: (Commission File No.: 001-33306) Oclaro Urges Shareholders to Vote Today in Favor of the Proposed Merger with Opnext Votes to Date Overwhelmingly in Favor of Merger; Quorum Required to Clos |
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| July 13, 2012 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15 (d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 9, 2012 OPNEXT, INC. (Exact name of registrant as specified in its charter) Delaware 001-33306 22-3761205 (State or other jurisdiction of incorporation) (Commission Fil |
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| July 13, 2012 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15 (d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 9, 2012 OPNEXT, INC. (Exact name of registrant as specified in its charter) Delaware 001-33306 22-3761205 (State or other jurisdiction of incorporation) (Commission Fil |
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| July 9, 2012 |
Opnext Agrees to Settle Merger Litigation EX-99.1 Exhibit 99.1 Opnext Agrees to Settle Merger Litigation Opnext, Inc. (“Opnext” or the “Company”) (NASDAQ: OPXT), a global leader in the design and manufacture of optical modules and components, announced today that it has reached an understanding to settle the previously disclosed class action lawsuit in California captioned Martin Zilberberg v. Charles J. Abbe, No. RG12623460 (and the case |
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| July 9, 2012 |
Opnext Agrees to Settle Merger Litigation EX-99.1 Exhibit 99.1 Opnext Agrees to Settle Merger Litigation Opnext, Inc. (“Opnext” or the “Company”) (NASDAQ: OPXT), a global leader in the design and manufacture of optical modules and components, announced today that it has reached an understanding to settle the previously disclosed class action lawsuit in California captioned Martin Zilberberg v. Charles J. Abbe, No. RG12623460 (and the case |
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| July 9, 2012 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 6, 2012 OPNEXT, INC. (Exact name of registrant as specified in its charter) Delaware 001-33306 22-3761205 (State or other jurisdiction of incorporation) (Commission File |
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| July 9, 2012 |
Financial Statements and Exhibits, Other Events - FORM 8-K Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 6, 2012 OPNEXT, INC. (Exact name of registrant as specified in its charter) Delaware 001-33306 22-3761205 (State or other jurisdiction of incorporation) (Commission File |
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| July 9, 2012 |
Form 425 Filed by Oclaro, Inc. pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Opnext, Inc.: (Commission File No.: 001-33306) AN IMPORTANT REMINDER! July 5, 2012 Dear Stockholder: We have previously mailed you a Proxy Statement concerning the upcoming Special Meeting of Stockholde |
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| June 8, 2012 |
Form 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| June 5, 2012 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2012 OCLARO, INC. (Exact name of Registrant as specified in its charter) 000-30684 (Commission file number) Delaware 20-1303994 (State or other jurisdiction of incorp |
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| June 4, 2012 |
Financial Statements and Exhibits, Other Events - FORM 8-K Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 31, 2012 OPNEXT, INC. (Exact name of registrant as specified in its charter) Delaware 001-33306 22-3761205 (State or other jurisdiction of incorporation) (Commission File |
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| June 4, 2012 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 31, 2012 OPNEXT, INC. (Exact name of registrant as specified in its charter) Delaware 001-33306 22-3761205 (State or other jurisdiction of incorporation) (Commission File |
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| June 4, 2012 |
OPNEXT DETERMINES UNSOLICITED OFFER TO ACQUIRE COMPANY IS NOT SUPERIOR Press Release Exhibit 99.1 FOR IMMEDIATE RELEASE OPNEXT DETERMINES UNSOLICITED OFFER TO ACQUIRE COMPANY IS NOT SUPERIOR FREMONT, CA. (June 4, 2012) Opnext, Inc. (NASDAQ: OPXT), a global leader in the design and manufacture of optical modules and components, today announced that on May 31, 2012, the board of directors of Opnext determined that an unsolicited non-binding offer to acquire all of the |
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| June 4, 2012 |
OPNEXT DETERMINES UNSOLICITED OFFER TO ACQUIRE COMPANY IS NOT SUPERIOR Press Release Exhibit 99.1 FOR IMMEDIATE RELEASE OPNEXT DETERMINES UNSOLICITED OFFER TO ACQUIRE COMPANY IS NOT SUPERIOR FREMONT, CA. (June 4, 2012) Opnext, Inc. (NASDAQ: OPXT), a global leader in the design and manufacture of optical modules and components, today announced that on May 31, 2012, the board of directors of Opnext determined that an unsolicited non-binding offer to acquire all of the |
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| May 15, 2012 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2012 OPNEXT, INC. (Exact name of registrant as specified in its charter) Delaware 001-33306 22-3761205 (State or other jurisdiction of incorporation) (Commission Fil |
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| May 15, 2012 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2012 OPNEXT, INC. (Exact name of registrant as specified in its charter) Delaware 001-33306 22-3761205 (State or other jurisdiction of incorporation) (Commission Fil |
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| May 15, 2012 |
OPNEXT REPORTS FOURTH FISCAL QUARTER AND FULL YEAR UNAUDITED OPERATING RESULTS Exhibit 99.1 Contact: Steve Pavlovich Investor Relations (510) 743-6833 [email protected] OPNEXT REPORTS FOURTH FISCAL QUARTER AND FULL YEAR UNAUDITED OPERATING RESULTS FREMONT, CA. (May 15, 2012) Opnext, Inc. (NASDAQ: OPXT), a global leader in the design and manufacture of optical modules and components, today announced unaudited financial results for the fourth fiscal quarter and full year e |
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| May 15, 2012 |
OPNEXT REPORTS FOURTH FISCAL QUARTER AND FULL YEAR UNAUDITED OPERATING RESULTS Press Release Exhibit 99.1 Contact: Steve Pavlovich Investor Relations (510) 743-6833 [email protected] OPNEXT REPORTS FOURTH FISCAL QUARTER AND FULL YEAR UNAUDITED OPERATING RESULTS FREMONT, CA. (May 15, 2012) Opnext, Inc. (NASDAQ: OPXT), a global leader in the design and manufacture of optical modules and components, today announced unaudited financial results for the fourth fiscal quarter a |
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| May 8, 2012 |
425 Filed by Oclaro, Inc. pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Opnext, Inc.: (Commission File No.: 001-33306) Alain Couder Chairman & CEO Jerry Turin CFO Safe Harbor Statement This presentation, including the statements made by management, contain statements about manag |
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| April 26, 2012 |
FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 23, 2012 OPNEXT, INC. (Exact name of registrant as specified in its charter) Delaware 001-33306 22-3761205 (State or other jurisdiction of incorporation) (Commission Fi |
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| April 26, 2012 |
FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 23, 2012 OPNEXT, INC. (Exact name of registrant as specified in its charter) Delaware 001-33306 22-3761205 (State or other jurisdiction of incorporation) (Commission Fi |
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| April 25, 2012 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 23, 2012 OCLARO, INC. (Exact name of Registrant as specified in its charter) 000-30684 (Commission file number) Delaware 20-1303994 (State or other jurisdiction of inco |
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| April 5, 2012 |
OPXT / Opnext Inc / OCLARO, INC. - SC 13D Activist Investment SC 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Act of 1934* OPNEXT, INC. (Name of Issuer) Common Stock, Par Value $0.01 per share (Title of Class of Securities) 68375V105 (CUSIP Number) Kate Rundle Executive Vice President and General Counsel Oclaro, Inc. 2560 Junction Avenue San Jose, CA 95134 (408) 383-1400 (Name, Address and Telephone Number o |
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| April 2, 2012 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 27, 2012 OPNEXT, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-33306 22-3761205 (State or Other Jurisdiction (Commission (IRS Employer of Incorpo |
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| April 2, 2012 |
[Translated from the Original Japanese] Lease for Sagamihara Facilities Exhibit 10.1 [Translated from the Original Japanese] Agreement Concerning the Building Lease and Loan for Use of Incidental Facilities Yokogawa Electric Corporation (hereinafter referred to as the “Lessor”) and Opnext Japan Inc. (hereinafter referred to as the “Lessee”) enter into this agreement (hereinafter referred to as “this Agreement”) as follows concerning the |
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| March 28, 2012 |
EX-99.2 Exhibit 99.2 VOTING AGREEMENT THIS VOTING AGREEMENT (“Voting Agreement”) is entered into as of March 26, 2012, by and between OPNEXT, INC., a Delaware corporation (the “Company”), and (“Stockholder”). RECITALS A. Stockholder is a holder of record and the “beneficial owner” (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934) of certain shares of common stock of Ocla |
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| March 28, 2012 |
EX-99.3 Exhibit 99.3 Oclaro and Opnext Agree to Merge Transformative Merger of Telecom and Datacom Innovators Creates a New Leader Complementary Products and Customers Expand Opportunities for Growth SAN JOSE, Calif. & FREMONT, Calif. – March 26, 2012 – Oclaro, Inc. (Nasdaq: OCLR), a tier-one provider and innovator of optical communications and laser solutions, and Opnext, Inc. (Nasdaq: OPXT), a g |
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| March 28, 2012 |
425 1 d326378d425.htm 425 Filed by Opnext, Inc. pursuant to Rule 425 under the Securities Act of 1933, as amended. And Deemed Filed Pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: Opnext, Inc. (Commission File No.: 001-33306) March 26, 2012 To Our Valued Suppliers: Today, Oclaro and Opnext announced we have signed a definitive agreement to merge our companies. Th |
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| March 28, 2012 |
FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 26, 2012 OPNEXT, INC. (Exact name of registrant as specified in its charter) Delaware 001-33306 22-3761205 (State or other jurisdiction of incorporation) (Commission Fi |
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| March 28, 2012 |
425 Filed by Opnext, Inc. pursuant to Rule 425 under the Securities Act of 1933, as amended. And Deemed Filed Pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: Opnext, Inc. (Commission File No.: 001-33306) March 26, 2012 To Our Valued Customers: We are excited to share with you the news that Oclaro and Opnext have signed a definitive agreement to merge our companie |
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| March 28, 2012 |
EX-99.1 Exhibit 99.1 VOTING AGREEMENT THIS VOTING AGREEMENT (“Voting Agreement”) is entered into as of March 26, 2012, by and between OCLARO, INC., a Delaware corporation (“Parent”), and (“Stockholder”). RECITALS A. Stockholder is a holder of record and the “beneficial owner” (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934) of certain shares of common stock of Opnext, I |
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| March 28, 2012 |
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT EX-10.36 Exhibit 10.36 FIRST AMENDMENT TO SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “First Amendment”), is entered into as of March 26, 2012, by and between Opnext, Inc., a Delaware corporation (the “Company”) and Justin John O’Neill (“Executive”). Capitalized terms used and not otherwise defined herein shall hav |
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| March 28, 2012 |
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT EX-10.36 Exhibit 10.36 FIRST AMENDMENT TO SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “First Amendment”), is entered into as of March 26, 2012, by and between Opnext, Inc., a Delaware corporation (the “Company”) and Justin John O’Neill (“Executive”). Capitalized terms used and not otherwise defined herein shall hav |
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| March 28, 2012 |
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT EX-10.35 Exhibit 10.35 SECOND AMENDMENT TO EMPLOYMENT AGREEMENT THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this “Second Amendment”), is entered into as of March 26, 2012, by and between Opnext, Inc., a Delaware corporation (the “Company”) and Harry L. Bosco (“Executive”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Employment Ag |
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| March 28, 2012 |
425 Filed by Opnext, Inc. pursuant to Rule 425 under the Securities Act of 1933, as amended. And Deemed Filed Pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: Opnext, Inc. (Commission File No.: 001-33306) Oclaro & Opnext Merger Announcement Creates a New Leader in Optical Components and Modules March 26, 2012 Transaction Summary Transaction Structure Stock for sto |
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| March 28, 2012 |
EX-99.1 Exhibit 99.1 VOTING AGREEMENT THIS VOTING AGREEMENT (“Voting Agreement”) is entered into as of March 26, 2012, by and between OCLARO, INC., a Delaware corporation (“Parent”), and (“Stockholder”). RECITALS A. Stockholder is a holder of record and the “beneficial owner” (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934) of certain shares of common stock of Opnext, I |
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| March 28, 2012 |
FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 26, 2012 OPNEXT, INC. (Exact name of registrant as specified in its charter) Delaware 001-33306 22-3761205 (State or other jurisdiction of incorporation) (Commission Fi |
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| March 28, 2012 |
425 Filed by Opnext, Inc. pursuant to Rule 425 under the Securities Act of 1933, as amended. And Deemed Filed Pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: Opnext, Inc.: (Commission File No.: 001-33306) Oclaro and Opnext Merger Conference Call MARCH 26, 2012 2:00PM PT CORPORATE PARTICIPANTS Jim Fanucchi IR Summit Group—IR Contact Alain Couder Oclaro, Inc.—Chair |
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| March 28, 2012 |
EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among: OCLARO, INC., a Delaware corporation; TAHOE ACQUISITION SUB, INC., a Delaware corporation; and OPNEXT, INC., a Delaware corporation Dated as of March 26, 2012 TABLE OF CONTENT Page SECTION 1. DESCRIPTION OF TRANSACTION 1 1.1 Merger of Merger Sub into the Company 1 1.2 Effects of the Merger 1 1.3 Closing; Effective Time 1 1.4 |
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| March 28, 2012 |
EX-99.3 Exhibit 99.3 Oclaro and Opnext Agree to Merge Transformative Merger of Telecom and Datacom Innovators Creates a New Leader Complementary Products and Customers Expand Opportunities for Growth SAN JOSE, Calif. & FREMONT, Calif. – March 26, 2012 – Oclaro, Inc. (Nasdaq: OCLR), a tier-one provider and innovator of optical communications and laser solutions, and Opnext, Inc. (Nasdaq: OPXT), a g |
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| March 28, 2012 |
EX-99.2 Exhibit 99.2 VOTING AGREEMENT THIS VOTING AGREEMENT (“Voting Agreement”) is entered into as of March 26, 2012, by and between OPNEXT, INC., a Delaware corporation (the “Company”), and (“Stockholder”). RECITALS A. Stockholder is a holder of record and the “beneficial owner” (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934) of certain shares of common stock of Ocla |
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| March 28, 2012 |
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT EX-10.35 3 d321553dex1035.htm EX-10.35 Exhibit 10.35 SECOND AMENDMENT TO EMPLOYMENT AGREEMENT THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this “Second Amendment”), is entered into as of March 26, 2012, by and between Opnext, Inc., a Delaware corporation (the “Company”) and Harry L. Bosco (“Executive”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to s |
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| March 28, 2012 |
Form 425 Filed by Opnext, Inc. pursuant to Rule 425 under the Securities Act of 1933, as amended. And Deemed Filed Pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: Opnext, Inc. (Commission File No.: 001-33306) Oclaro and Opnext Merger FAQ March 26, 2012 Transaction-Related Q&A Q: What is the strategic significance of the deal? Why combine with Opnext? A: The Oclar |
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| March 28, 2012 |
EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among: OCLARO, INC., a Delaware corporation; TAHOE ACQUISITION SUB, INC., a Delaware corporation; and OPNEXT, INC., a Delaware corporation Dated as of March 26, 2012 TABLE OF CONTENT Page SECTION 1. DESCRIPTION OF TRANSACTION 1 1.1 Merger of Merger Sub into the Company 1 1.2 Effects of the Merger 1 1.3 Closing; Effective Time 1 1.4 |
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| March 27, 2012 |
425 Filed by Oclaro, Inc. pursuant to Rule 425 under the Securities Act of 1933, as amended. And Deemed Filed Pursuant to Rule 14a-12 1934 Under the Securities Exchange Act of Subject Company: Opnext, Inc. (Commission File No.: 001-33306) Oclaro & Opnext Merger Announcement Creates a New Leader in Optical Components and Modules March 26, 2012 Transaction Summary Transaction Structure Stock for sto |
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| March 27, 2012 |
425 Filed by Oclaro, Inc. pursuant to Rule 425 under the Securities Act of 1933, as amended. And Deemed Filed Pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: Opnext, Inc. (Commission File No.: 001-33306) Oclaro and Opnext Merger FAQ March 26, 2012 Transaction-Related Q&A Q: What is the strategic significance of the deal? Why combine with Opnext? A: The Oclaro and |
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| March 27, 2012 |
Merger Prospectus - MERGER CONFERENCE CALL Merger Conference Call Filed by Oclaro, Inc. pursuant to Rule 425 under the Securities Act of 1933, as amended. And Deemed Filed Pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: Opnext, Inc.: (Commission File No.: 001-33306) Oclaro and Opnext Merger Conference Call MARCH 26, 2012 2:00PM PT CORPORATE PARTICIPANTS Jim Fanucchi IR Summit Group—IR Contact Alain Couder |
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| March 27, 2012 |
425 Filed by Oclaro, Inc. pursuant to Rule 425 under the Securities Act of 1933, as amended. And Deemed Filed Pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: Opnext, Inc. (Commission File No.: 001-33306) March 26, 2012 To Our Valued Customers: We are excited to share with you the news that Oclaro and Opnext have signed a definitive agreement to merge our companie |
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| March 26, 2012 |
EX-99.3 Exhibit 99.3 Oclaro and Opnext Agree to Merge Transformative Merger of Telecom and Datacom Innovators Creates a New Leader Complementary Products and Customers Expand Opportunities for Growth SAN JOSE, Calif. & FREMONT, Calif. – March 26, 2012 – Oclaro, Inc. (Nasdaq: OCLR), a tier-one provider and innovator of optical communications and laser solutions, and Opnext, Inc. (Nasdaq: OPXT), a g |
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| March 26, 2012 |
EX-99.1 Exhibit 99.1 VOTING AGREEMENT THIS VOTING AGREEMENT (“Voting Agreement”) is entered into as of March 26, 2012, by and between OCLARO, INC., a Delaware corporation (“Parent”), and (“Stockholder”). RECITALS A. Stockholder is a holder of record and the “beneficial owner” (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934) of certain shares of common stock of Opnext, I |
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| March 26, 2012 |
Filed by Oclaro, Inc. pursuant to Rule 425 under the Securities Act of 1933, as amended. And Deemed Filed Pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: Opnext, Inc. (Commission File No.: 001-33306) March 26, 2012 To Our Valued Suppliers: Today, Oclaro and Opnext announced we have signed a definitive agreement to merge our companies. The press release is availab |
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| March 26, 2012 |
425 Filed by Oclaro, Inc. pursuant to Rule 425 under the Securities Act of 1933, as amended. And deemed filed Pursuant to Rule 146-12 Under the Securities Act of 1934 Subject of the offer: Opnext, Inc. (Commission File No.: 001-33306 Opnext and Oclaro are Merging Today is an exciting day, as we mark another significant step in our stated strategy to become a $1 billion dollar company. Oclaro and O |
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| March 26, 2012 |
EX-99.2 Exhibit 99.2 VOTING AGREEMENT THIS VOTING AGREEMENT (“Voting Agreement”) is entered into as of March 26, 2012, by and between OPNEXT, INC., a Delaware corporation (the “Company”), and (“Stockholder”). RECITALS A. Stockholder is a holder of record and the “beneficial owner” (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934) of certain shares of common stock of Ocla |
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| March 26, 2012 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 26, 2012 OCLARO, INC. (Exact name of Registrant as specified in its charter) Delaware 000-30684 20-1303994 (State or other jurisdiction of incorporation or organization) (Co |
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| March 26, 2012 |
EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among: OCLARO, INC., a Delaware corporation; TAHOE ACQUISITION SUB, INC., a Delaware corporation; and OPNEXT, INC., a Delaware corporation Dated as of March 26, 2012 TABLE OF CONTENT Page SECTION 1. DESCRIPTION OF TRANSACTION 1 1.1 Merger of Merger Sub into the Company 1 1.2 Effects of the Merger 1 1.3 Closing; Effective Time 1 1.4 |
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| February 27, 2012 |
Submission of Matters to a Vote of Security Holders - FORM 8-K Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 21, 2012 OPNEXT, INC. (Exact name of registrant as specified in its charter) Delaware 001-33306 22-3761205 (State or other jurisdiction of incorporation) (Commission |
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| February 14, 2012 |
OPXT / Opnext Inc / MARUBENI CORP /FI - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Rule 13d-102) (Amendment No. 1)* Information to be Included in Statements Filed Pursuant to Rule 13d-1(b)(c), and (d) and Amendments thereto Filed Pursuant to Rule 13d-2 OPNEXT, INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 6 |
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| February 13, 2012 |
OPXT / Opnext Inc / MARUBENI CORP /FI - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Rule 13d-102) Information to be Included in Statements Filed Pursuant to Rule 13d-1(b)(c), and (d) and Amendments thereto Filed Pursuant to Rule 13d-2 OPNEXT, INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 68375V 10 5 (CUSIP N |
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| February 9, 2012 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2011 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-3330 |
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| February 7, 2012 |
OPNEXT REPORTS THIRD FISCAL QUARTER UNAUDITED OPERATING RESULTS Press Release EXHIBIT 99.1 FOR IMMEDIATE RELEASE Contact: Steve Pavlovich Investor Relations (510) 743-6833 [email protected] OPNEXT REPORTS THIRD FISCAL QUARTER UNAUDITED OPERATING RESULTS FREMONT, CA. (February 7, 2012) Opnext, Inc. (NASDAQ: OPXT), a global leader in the design and manufacture of optical modules and components, today announced unaudited financial results for the third fiscal |
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| February 7, 2012 |
OPXT / Opnext Inc / HITACHI LTD - SCHEDULE 13G AMENDMENT NO. 1 Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Under the Securities Exchange Act of 1934 (Amendment No. 1)* OPNEXT, INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 68375V105 (CUSIP Number) December 31, 2011 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate |
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| February 7, 2012 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 7, 2012 OPNEXT, INC. (Exact name of registrant as specified in its charter) Delaware 001-33306 22-3761205 (State or other jurisdiction of incorporation) (Commission |
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| January 26, 2012 |
Definitive Proxy Statement Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
