content: <PAGE>
  
  
                         SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549-1004
  
                                      FORM 8-K
  
                    CURRENT REPORT PURSUANT TO SECTION 13 OF THE
                           SECURITIES EXCHANGE ACT OF 1934
  
          Date of Report (date of earliest event reported): March 18, 2002
  
                                 Avanex Corporation
               (Exact Name of Registrant as Specified in its Charter)
  
              Delaware                     000-29175                94-3285348
  (State or Other Jurisdiction of   (Commission File Number)     (I.R.S. Employer
           Incorporation)                                      Identification No.)
  
                              40919 Encyclopedia Circle
                              Fremont, California 94538
                      (Address of Principal Executive Offices)
  
                                   (510) 897-4188
                (Registrant's telephone number, including area code)
  
  <PAGE>
  
  ITEM 5. OTHER EVENTS
  
       On March 18, 2002, Avanex Corporation (the "Company") entered into an
  Agreement and Plan of Reorganization (the "Merger Agreement") by and among the
  Company, Pearl Acquisition Corp., a Delaware corporation and a wholly-owned
  subsidiary of the Company ("Merger Sub"), and Oplink Communications, Inc., a
  Delaware corporation ("Oplink"). Pursuant to the Merger Agreement, Merger Sub
  will be merged with and into Oplink and Oplink will continue as the surviving
  corporation and as a wholly-owned subsidiary of the Company (the "Merger"). As a
  result of the Merger, each issued and outstanding share of Common Stock, par
  value $0.001 per share, of Oplink ("Oplink Common Stock") will be automatically
  converted into 0.405344 of a share (the "Exchange Ratio") of Company Common
  Stock. In addition, each outstanding option to purchase shares of Oplink Common
  Stock will be assumed by the Company and converted into an option to purchase a
  number of shares of Company Common Stock, adjusted based on the Exchange Ratio,
  with the exercise price adjusted accordingly. The Company and Oplink have
  received fairness opinions from their respective financial advisors in
  connection with the proposed Merger.
  
       The consummation of the Merger is contingent upon approval and adoption of
  the Merger Agreement and approval of the Merger by the stockholders of Oplink,
  approval of the issuance of shares of Company Common Stock to be issued in the
  Merger by the stockholders of the Company, regulatory approvals and other
  customary closing conditions set forth in the Merger Agreement. The Merger is
  intended to qualify as a tax-free reorganization under Section 368 of the
  Internal Revenue Code of 1986, as amended.
  
       In connection with the Merger Agreement, certain stockholders of Oplink and
  the Company have entered into voting agreements with the Company and Oplink,
  respectively, in connection with the Merger. The Company voting agreements
  provide that certain stockholders will vote their shares of Company Common Stock
  in favor of the issuance of Company Common Stock pursuant to the Merger. The
  Oplink voting agreements provide that certain stockholders will vote their
  shares of Oplink Common Stock in favor of approval and adoption of the Merger
  Agreement and approval of the Merger. In addition, certain affiliates of Oplink
  have entered into affiliate agreements with the Company. The affiliate
  agreements contain restrictions under Rule 145 of the Securities Act of 1933, as
  amended.
  
       As an inducement to Oplink to enter into the Merger Agreement, the Company
  and Oplink entered into a Stock Option Agreement dated March 18, 2002, pursuant
  to which the Company granted Oplink the right, under certain conditions, to
  acquire shares of Company Common Stock up to a number of shares sufficient to
  give Oplink 19.99% of the Company's outstanding Common Stock.
  
       As an inducement to the Company to enter into the Merger Agreement, the
  Company and Oplink entered into a Stock Option Agreement dated March 18, 2002,
  pursuant to which Oplink granted the Company the right, under certain
  conditions, to acquire shares of Oplink Common Stock up to a number of shares
  sufficient to give the Company 19.99% of Oplink's outstanding Common Stock.
  
       The foregoing description of the Merger Agreement does not purport to be
  complete and is qualified in its entirety by the terms and conditions of the
  Merger Agreement, which is filed as Exhibit 2.1 hereto and is incorporated
  herein by reference.
  
       On March 19, 2002, the Company and Oplink issued a joint press release
  announcing that the Company and Oplink had entered into the Merger Agreement.
  The joint press release is attached as Exhibit 99.1 hereto and is incorporated
  herein by reference.
  
  ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
  
       (c) Exhibits.
  
           2.1    Agreement and Plan of Reorganization, dated as of March 18,
                  2002, by and among Avanex Corporation, a Delaware
                  corporation, Pearl Acquisition Corp., a Delaware corporation
                  and direct wholly-owned subsidiary of Avanex Corporation,
                  and Oplink Communications, Inc., a Delaware corporation.
  
           99.1   Joint press release of Avanex Corporation and Oplink
                  Communications, Inc., issued on March 19, 2002.
  
  <PAGE>
  
                                      SIGNATURE
  
       Pursuant to the requirements of the Securities Exchange Act or 1934, the
  registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
                           AVANEX CORPORATION
  
  
  Date:  March 22, 2002    By: /s/ Jessy Chao
                               ---------------------------------------------------
                               Jessy Chao
                               Vice President, Finance and Chief Financial Officer
  
  <PAGE>
  
  
                                    EXHIBIT INDEX
  
  Exhibit
  Number
  -------
  
  2.1        Agreement and Plan of Reorganization, dated as of March 18, 2002,
             by and among Avanex Corporation, a Delaware corporation, Pearl
             Acquisition Corp., a Delaware corporation and direct wholly-owned
             subsidiary of Avanex Corporation, and Oplink Communications,
             Inc., a Delaware corporation.
  
  99.1       Joint press release of Avanex Corporation and Oplink Communications,
             Inc., issued on March 19, 2002.
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text: SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549-1004
  
                                      FORM 8-K
  
                    CURRENT REPORT PURSUANT TO SECTION 13 OF THE
                           SECURITIES EXCHANGE ACT OF 1934
  
          Date of Report (date of earliest event reported): March 18, 2002
  
                                 Avanex Corporation
               (Exact Name of Registrant as Specified in its Charter)
  
              Delaware                     000-29175                94-3285348
  (State or Other Jurisdiction of   (Commission File Number)     (I.R.S. Employer
           Incorporation)                                      Identification No.)
  
                              40919 Encyclopedia Circle
                              Fremont, California 94538
                      (Address of Principal Executive Offices)
  
                                   (510) 897-4188
                (Registrant's telephone number, including area code)
  ITEM 5. OTHER EVENTS
  
       On March 18, 2002, Avanex Corporation (the "Company") entered into an
  Agreement and Plan of Reorganization (the "Merger Agreement") by and among the
  Company, Pearl Acquisition Corp., a Delaware corporation and a wholly-owned
  subsidiary of the Company ("Merger Sub"), and Oplink Communications, Inc., a
  Delaware corporation ("Oplink"). Pursuant to the Merger Agreement, Merger Sub
  will be merged with and into Oplink and Oplink will continue as the surviving
  corporation and as a wholly-owned subsidiary of the Company (the "Merger"). As a
  result of the Merger, each issued and outstanding share of Common Stock, par
  value $0.001 per share, of Oplink ("Oplink Common Stock") will be automatically
  converted into 0.405344 of a share (the "Exchange Ratio") of Company Common
  Stock. In addition, each outstanding option to purchase shares of Oplink Common
  Stock will be assumed by the Company and converted into an option to purchase a
  number of shares of Company Common Stock, adjusted based on the Exchange Ratio,
  with the exercise price adjusted accordingly. The Company and Oplink have
  received fairness opinions from their respective financial advisors in
  connection with the proposed Merger.
  
       The consummation of the Merger is contingent upon approval and adoption of
  the Merger Agreement and approval of the Merger by the stockholders of Oplink,
  approval of the issuance of shares of Company Common Stock to be issued in the
  Merger by the stockholders of the Company, regulatory approvals and other
  customary closing conditions set forth in the Merger Agreement. The Merger is
  intended to qualify as a tax-free reorganization under Section 368 of the
  Internal Revenue Code of 1986, as amended.
  
       In connection with the Merger Agreement, certain stockholders of Oplink and
  the Company have entered into voting agreements with the Company and Oplink,
  respectively, in connection with the Merger. The Company voting agreements
  provide that certain stockholders will vote their shares of Company Common Stock
  in favor of the issuance of Company Common Stock pursuant to the Merger. The
  Oplink voting agreements provide that certain stockholders will vote their
  shares of Oplink Common Stock in favor of approval and adoption of the Merger
  Agreement and approval of the Merger. In addition, certain affiliates of Oplink
  have entered into affiliate agreements with the Company. The affiliate
  agreements contain restrictions under Rule 145 of the Securities Act of 1933, as
  amended.
  
       As an inducement to Oplink to enter into the Merger Agreement, the Company
  and Oplink entered into a Stock Option Agreement dated March 18, 2002, pursuant
  to which the Company granted Oplink the right, under certain conditions, to
  acquire shares of Company Common Stock up to a number of shares sufficient to
  give Oplink 19.99% of the Company's outstanding Common Stock.
  
       As an inducement to the Company to enter into the Merger Agreement, the
  Company and Oplink entered into a Stock Option Agreement dated March 18, 2002,
  pursuant to which Oplink granted the Company the right, under certain
  conditions, to acquire shares of Oplink Common Stock up to a number of shares
  sufficient to give the Company 19.99% of Oplink's outstanding Common Stock.
  
       The foregoing description of the Merger Agreement does not purport to be
  complete and is qualified in its entirety by the terms and conditions of the
  Merger Agreement, which is filed as Exhibit 2.1 hereto and is incorporated
  herein by reference.
  
       On March 19, 2002, the Company and Oplink issued a joint press release
  announcing that the Company and Oplink had entered into the Merger Agreement.
  The joint press release is attached as Exhibit 99.1 hereto and is incorporated
  herein by reference.
  
  ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
  
       (c) Exhibits.
  
           2.1    Agreement and Plan of Reorganization, dated as of March 18,
                  2002, by and among Avanex Corporation, a Delaware
                  corporation, Pearl Acquisition Corp., a Delaware corporation
                  and direct wholly-owned subsidiary of Avanex Corporation,
                  and Oplink Communications, Inc., a Delaware corporation.
  
           99.1   Joint press release of Avanex Corporation and Oplink
                  Communications, Inc., issued on March 19, 2002.
  SIGNATURE
  
       Pursuant to the requirements of the Securities Exchange Act or 1934, the
  registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
                           AVANEX CORPORATION
  
  Date:  March 22, 2002    By: /s/ Jessy Chao
                               ---------------------------------------------------
                               Jessy Chao
                               Vice President, Finance and Chief Financial Officer
  EXHIBIT INDEX
  
  Exhibit
  Number
  -------
  
  2.1        Agreement and Plan of Reorganization, dated as of March 18, 2002,
             by and among Avanex Corporation, a Delaware corporation, Pearl
             Acquisition Corp., a Delaware corporation and direct wholly-owned
             subsidiary of Avanex Corporation, and Oplink Communications,
             Inc., a Delaware corporation.
  
  99.1       Joint press release of Avanex Corporation and Oplink Communications,
             Inc., issued on March 19, 2002.