Amended Quarterly Report


Table of Contents

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
(Mark One)
     
þ   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 30, 2007
or
     
o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
Commission file number 000-31581
OPLINK COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
     
Delaware   No. 77-0411346
(State or other jurisdiction of   (I.R.S. Employer
incorporation or organization)   Identification No.)
46335 Landing Parkway, Fremont, CA 94538
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (510) 933-7200
     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No 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. See the definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act: (Check one):
 
Large accelerated filer o       Accelerated filer þ       Non-accelerated filer o       Smaller reporting company o
        (Do not check if a smaller reporting company)    
     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o    No þ
     The number of shares of the Registrant’s common stock outstanding as of January 31, 2008 was 20,631,120.
 
 

 


TABLE OF CONTENTS

ITEM 2 — UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
ITEM 6 — EXHIBITS
SIGNATURES
Exhibit Index
EXHIBIT 31.1
EXHIBIT 31.2
EXHIBIT 32.1
EXHIBIT 32.2


Table of Contents

Explanatory Note
          This amendment is being filed to include the information required in Part II, Item 2 of the quarterly report regarding the registrant’s repurchases of its equity securities during the quarter.
ITEM 2 — UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Issuer Purchases of Equity Securities
          On August 27, 2007, we publicly announced that our board of directors had authorized the repurchase of up to $40 million of our common stock over a period of two years.
          During our fiscal quarter ended December 30, 2007, we repurchased $39.6 million of our common stock pursuant to this repurchase program. The amount of repurchases effected during each fiscal month in the fiscal quarter are set forth in the table below. The repurchases were effected by a single broker in market transactions at prevailing market prices pursuant to trading plan designed to satisfy the conditions of Rule 10b5-1 under the Securities and Exchange Act of 1934, as amended.
                                 
                            Maximum number (or
                    Total number of shares   approximate dollar
                    (or units) purchased as   value) of shares (or
    Total number of           part of publicly   units) that may yet be
    shares (or units)   Average price paid   announced plans or   purchased under the
Period   purchased   per share (or unit)   programs   plans or programs
October 1, 2007 through October 28, 2007
    1,363,184     $ 14.50       1,363,184     $ 20,233,832  
October 29, 2007 through November 25, 2007
    651,699     $ 14.82       651,699     $ 10,575,653  
November 26, 2007 through December 30, 2007
    705,604     $ 14.32       705,604     $ 471,404  
                 
Total
    2,720,487     $ 14.53       2,720,487     $ 471,404  
                 

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Table of Contents

ITEM 6 — EXHIBITS
Exhibit Index
     
Exhibit No.   Description
 
   
3.1(1)
  Amended and Restated Certificate of Incorporation of the Registrant.
 
   
3.2(1)
  Bylaws of the Registrant.
 
   
3.3(2)
  Certificate of Designation of Series A Junior Participating Preferred Stock.
 
   
3.4(3)
  Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Registrant.
 
   
31.1
  Certification of Chief Executive Officer Required under Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.
 
   
31.2
  Certification of Chief Financial Officer Required under Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.
 
   
32.1*
  Certification of Chief Executive Officer Required under Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934, as amended, and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. Section 1350).
 
   
32.2*
  Certification of Chief Financial Officer Required under Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350.
 
(1)   Incorporated by reference to the Registrant’s Registration Statement on Form S-1/A, No. 333-41506, as filed on October 3, 2000.
 
(2)   Previously filed as an Exhibit to the Registrant’s Report on Form 8-K filed on March 22, 2002 and incorporated herein by reference.
 
(3)   Previously filed as an Exhibit to the Registrant’s Quarterly Report on Form 10-Q filed on November 14, 2006 and incorporated herein by reference.
 
*   The certifications attached as Exhibits 32.1 and 32.2 accompanies this Quarterly Report on Form 10-Q pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed “filed” by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

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Table of Contents

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
         
  OPLINK COMMUNICATIONS, INC.
(Registrant)
 
 
DATE: May 21, 2008   By:   /s/ Shirley Yin    
    Shirley Yin   
    Chief Financial Officer
(Principal Financial and Accounting Officer) 
 
 

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Table of Contents

Exhibit Index
     
Exhibit No.   Description
 
   
3.1(1)
  Amended and Restated Certificate of Incorporation of the Registrant.
 
   
3.2(1)
  Bylaws of the Registrant.
 
   
3.3(2)
  Certificate of Designation of Series A Junior Participating Preferred Stock.
 
   
3.4(3)
  Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Registrant.
 
   
31.1
  Certification of Chief Executive Officer Required under Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.
 
   
31.2
  Certification of Chief Financial Officer Required under Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.
 
   
32.1*
  Certification of Chief Executive Officer Required under Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934, as amended, and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. Section 1350).
 
   
32.2*
  Certification of Chief Financial Officer Required under Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350.
 
(1)   Incorporated by reference to the Registrant’s Registration Statement on Form S-1/A, No. 333-41506, as filed on October 3, 2000.
 
(2)   Previously filed as an Exhibit to the Registrant’s Report on Form 8-K filed on March 22, 2002 and incorporated herein by reference.
 
(3)   Previously filed as an Exhibit to the Registrant’s Quarterly Report on Form 10-Q filed on November 14, 2006 and incorporated herein by reference.
 
*   The certifications attached as Exhibits 32.1 and 32.2 accompanies this Quarterly Report on Form 10-Q pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed “filed” by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

5

Exhibit 31.1
CERTIFICATIONS
I, Joseph Y. Liu, certify that:
1. I have reviewed this amendment number 1 to quarterly report on Form 10-Q/A of Oplink Communications, 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; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financing 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 21, 2008
         
     
  /s/ Joseph Y. Liu    
  Joseph Y. Liu   
  President and Chief Executive Officer
(Principal Executive Officer) 
 
 

 

Exhibit 31.2
CERTIFICATIONS
I, Shirley Yin, certify that:
1. I have reviewed this amendment number 1 to quarterly report on Form 10-Q/A of Oplink Communications, 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; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financing 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 21, 2008
         
     
  /s/ Shirley Yin    
  Shirley Yin   
  Chief Financial Officer
(Principal Financial Officer) 
 
 

 

Exhibit 32.1
CERTIFICATION
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C.§ 1350, as adopted), Joseph Y. Liu, Chief Executive Officer of Oplink Communications, Inc. (the “Company”), hereby certifies that, to the best of his knowledge:
1. The Company’s Amendment No. 1 to Quarterly Report on Form 10-Q/A for the period ended December 30, 2007, to which this Certification is attached as Exhibit 32.1 (the “Quarterly Report”) fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and
2. The information contained in the Quarterly Report fairly presents, in all material respects, the financial condition at the end of the period covered by the Quarterly Report and results of operations of the Company for the periods covered by the Quarterly Report.
In Witness Whereof, the undersigned has set his hands hereto as of the 21st day of May, 2008.
     
/s/ Joseph Y. Liu
 
Joseph Y. Liu
   
Chief Executive Officer
   
This certification accompanies the Form 10-Q to which it relates, is not deemed filed with the SEC and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, irrespective of any general incorporation language contained in such filing.

 

Exhibit 32.2
CERTIFICATION
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C.§ 1350, as adopted), Shirley Yin, Chief Financial Officer of Oplink Communications, Inc. (the “Company”), hereby certifies that, to the best of his knowledge:
1. The Company’s Amendment No. 1 to Quarterly Report on Form 10-Q/A for the period ended December 30, 2007, to which this Certification is attached as Exhibit 32.2 (the “Quarterly Report”) fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and
2. The information contained in the Quarterly Report fairly presents, in all material respects, the financial condition at the end of the period covered by the Quarterly Report and results of operations of the Company for the periods covered by the Quarterly Report.
In Witness Whereof, the undersigned has set his hands hereto as of the 21st day of May, 2008.
     
/s/ Shirley Yin
 
Shirley Yin
Chief Financial Officer
   
This certification accompanies the Form 10-Q to which it relates, is not deemed filed with the SEC and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, irrespective of any general incorporation language contained in such filing.