On July 27, 2012, Oclaro, Inc., a Delaware corporation ("Oclaro"), filed a Form 8-K to report under Item 2.01 thereof the consummation on July 23, 2012 of the transactions contemplated by that certain Agreement and Plan of Merger and Reorganization (the "Merger Agreement"), dated March 26, 2012, by and among Oclaro, Tahoe Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of Oclaro ("Merger Sub"), and Opnext, Inc., a Delaware corporation ("Opnext"). Pursuant to the Merger Agreement, on July 23, 2012, Merger Sub merged with and into Opnext (the "Merger"), with Opnext continuing as the surviving entity.

This Amendment No. 1 on Form 8-K/A is being filed to provide the historical audited financial information that is required to be filed under Item 9.01 of Form 8-K in connection with the completion of the Merger.

(a) Financial Statements of Businesses Acquired

(1) The audited consolidated financial statements of Opnext, including the audited consolidated balance sheets of Opnext as of March 31, 2012 and 2011, and the audited consolidated statements of operations, shareholders' equity and comprehensive income (loss), and cash flows of Opnext for each of the three years in the period ended March 31, 2012, the notes related thereto, and the report of Opnext's independent registered public accounting firm, Ernst & Young LLP, are hereby incorporated by reference to Exhibit 99.1 hereto.

(d) Exhibits

Number      Description

 2.1        Agreement and Plan of Merger dated March 26, 2012, among Oclaro, Inc.,
            Tahoe Acquisition Sub, Inc. and Opnext, Inc., previously filed as
            Exhibit 2.1 to Oclaro's Current Report on Form 8-K filed on March 26,
            2012 and incorporated herein by reference.

23.1        Consent of Ernst & Young LLP, independent registered public accounting
            firm.

99.1        The audited consolidated financial statements of Opnext, including the
            audited consolidated balance sheets of Opnext as of March 31, 2012 and
            2011, and the audited consolidated statements of operations,
            shareholders' equity and comprehensive income (loss), and cash flows
            of Opnext for each of the three years in the period ended March 31,
            2012, the notes related thereto, and the report of Opnext's
            independent registered public accounting firm, Ernst & Young LLP,
            incorporated by reference to such financial statements, as included in
            Opnext's Annual Report (Form 10-K) (File No. 001-33306) filed with the
            SEC on June 8, 2012.