UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~ Section 13 ORor 15 (d) of OFthe ~~THE~~

~~SECURITIES~~Securities ~~EXCHANGE~~Exchange Act ~~ACT~~of OF 1934

Date of Report (Date of earliest event reported): ~~April~~May 2315, 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 Number)

(IRS Employer

Identification No.)

46429 Landing Parkway, Fremont, California 94538

(Address of principal executive offices,) ~~including~~(Zip ~~zip code~~Code)

Registrant’s telephone number, including area code: (510) 580-8828

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General ~~Instruction~~ Instructions A.2. ~~below~~):

x	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

Item 8.01. Other Events.

On ~~April~~May 2315, 2012, Opnext, Inc. (~~“Opnext”) received notification that early termination of~~ the ~~waiting period under the Hart-Scott-Rodino Act for the previously announced merger between Opnext and Oclaro, Inc. (~~“~~Oclaro~~Company”) ~~was~~issued ~~granted~~a bypress ~~the~~release ~~Federal Trade~~announcing ~~Commission.~~its ~~Completion~~financial ofresults ~~the~~for ~~merger remains subject to~~ the ~~other~~quarter ~~conditions in the Agreement~~ and ~~Plan~~fiscal ofyear ~~Merger~~ended ~~and Reorganization, dated~~ March 2631, 2012,. byA ~~and~~copy ~~among~~of ~~Opnext,~~this ~~Tahoe~~press ~~Acquisition~~release is ~~Sub,~~attached ~~Inc.,~~hereto aas ~~wholly-owned~~Exhibit ~~subsidiary of Oclaro, and Oclaro~~99.1.

~~Additional~~Item 9.01. ~~Information~~Financial Statements and ~~Where~~Exhibits. ~~to Find It~~

This communication is being made in respect of the proposed business combination involving Oclaro and Opnext. In connection with the proposed transaction, Oclaro and Opnext plan to file documents with the SEC, including the filing by Oclaro of a Registration Statement on Form S-4 containing a Joint Proxy Statement/Prospectus, and each of Oclaro and Opnext plan to file with the SEC other documents regarding the proposed transaction. Investors and security holders of Oclaro and Opnext are urged to carefully read the Joint Proxy Statement/Prospectus (~~when available~~d) ~~and~~Exhibits other documents filed with the SEC by Oclaro and Opnext because they will contain important information about the proposed transaction. Investors and security holders may obtain free copies of the documents filed with the SEC on Oclaro’s website at www.oclaro.com or Opnext’s website at www.opnext.com or the SEC’s website at www.sec.gov. Oclaro, Opnext and their respective directors and executive officers may be deemed participants in the solicitation of proxies with respect to the proposed transaction. Information regarding the interests of these directors and executive officers in the proposed transaction will be included in the Joint Proxy Statement/Prospectus described above. Additional information regarding the directors and executive officers of Oclaro is also included in Oclaro’s proxy statement for its 2011 Annual Meeting of Stockholders, which was filed with the SEC on September 9, 2011, and additional information regarding the directors and executive officers of Opnext is also included in Opnext’s proxy statement for its 2011 Annual Meeting of Stockholders, which was filed with the SEC on January 26, 2012.

SIGNATURE


Exhibit No.		Description

99.1		Press Release, dated May 15, 2012, issued by Opnext, Inc. and furnished pursuant to Item 2.02 of Form 8-K.

INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS — Certain of the statements contained in this report and Exhibit 99.1 attached hereto, including, without limitation, statements as to management’s good faith expectations and belief, are forward-looking statements. Forward-looking statements are made based upon management’s expectations and belief concerning future developments and their potential effect upon the Company. There can be no assurance that future developments will be in accordance with management’s expectations or that the effects of future developments on the Company will be those anticipated by management.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		Opnext, Inc.
		OPNEXT, INC.
Date: April 25, 2012		By:	/s/ Robert J. Nobile
Date: May 15, 2012	By:	/s/ Robert J. Nobile
			Robert J. Nobile Chief Financial Officer and Senior Vice President, Finance
		Robert J. Nobile
		Chief Financial Officer and Senior Vice President, Finance

EXHIBIT INDEX


Exhibit No.		Description

99.1		Press Release, dated May 15, 2012, issued by Opnext, Inc.

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