Item
5.02.
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment
of
Certain Officers; Compensatory Arrangements of Certain
Officers.
|
On
September 29, 2007, Robert Shih resigned as a director of Optical Communication
Products, Inc. (the “
Company
”). Mr. Shih did not hold any
positions on any committee of the Company’s Board of Directors.
Mr.
Shih
was appointed to the Company’s Board on June 19, 2007, in accordance with the
terms of the Agreement and Plan of Merger, dated as of June 19, 2007, by
and among the Company, Oplink Communications, Inc. (“
Oplink
”) and Oplink
Acquisition Corporation, pursuant to which Oplink would acquire all of the
shares of the Company not owned by Oplink (the “
Merger
”). The
Company understands that Mr. Shih’s resignation occurred in connection with his
resignation as an employee of Oplink .
The
Company believes Mr. Shih’s resignation resulted from a disagreement with Joseph
Y. Liu, Chief Executive Officer of Oplink, regarding Oplink’s potential
strategies for the Company after completion of the Merger. The
subject matter of this disagreement has not been discussed with members of
the
Board of Directors not affiliated with Oplink. Mr. Liu is also
Chairman of the Board of the Company.
A
copy of
Mr. Shih’s e-mail to Mr. Liu setting forth Mr. Shih’s resignation is attached as
Exhibit 17.1 to this Current Report on Form 8-K/A and incorporated herein
by
reference.
As
required by Exchange Act rules, the Company provided Mr. Shih with a copy
of the
original Current Report on Form 8-K filed on October 4, 2007 (the “
Original
Filing
”). In response, Mr. Shih sent an e-mail to the Company on
October 5, 2007, in which he confirmed his agreement with the Company’s
disclosures regarding his resignation as a director contained in the Original
Filing.
This
amendment to the Original Filing is being filed in order to file the e-mail
from
Shih to the Company on October 5, 2007, a copy of which is attached as
Exhibit 17.2 to this Current Report on Form 8-K/A and incorporated herein
by reference.
Additional
Information and Where to Find It
This
communication may be deemed to be solicitation material in respect of the
proposed acquisition of the remaining shares of the Company by Oplink pursuant
to the Merger. In connection with the proposed Merger, the Company
filed with the SEC a definitive proxy statement on October 2, 2007 and an
amended Schedule 13E-3 on October 3, 2007.
We urge investors to
read the definitive proxy statement and these other materials carefully because
they contain important information about the Company and the proposed
acquisition
. Investors may obtain free copies of the definitive
proxy statement and white proxy card as well as other filed documents containing
information about the Company at http://www.sec.gov, the SEC's Web
site. Free copies of the Company’s SEC filings are also available on
the investor relations portion of the Company 's web site at
www.ocp-inc.com
.
Participants
in the Solicitation
The
Company and its executive officers and directors may be deemed, under SEC
rules,
to be participants in the solicitation of proxies from the Company’s
stockholders with respect to the proposed Merger. Information
regarding the officers and directors of the Company, including direct or
indirect interests in the transaction, by securities holdings or otherwise,
is
set forth in the definitive proxy statement and amended Schedule 13E-3 that
the
Company filed with the SEC on October 2, 2007 and October 3, 2007,
respectively.