content: <PAGE>
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D. C. 20549
  
  
                                      FORM 8-K
  
  
                       PURSUANT TO SECTION 13 OR 15(D) OF THE
                           SECURITIES EXCHANGE ACT OF 1934
  
  
          Date of Report (Date of earliest event reported): March 18, 2002
  
  
                             OPLINK COMMUNICATIONS, INC.
               (Exact name of registrant as specified in its charter)
  
  
                                      DELAWARE
                   (State or other jurisdiction of incorporation)
  
  
              000-31581                              77-0411346
        (Commission File No.)               (IRS Employer Identification No.)
  
  
                               3469 NORTH FIRST STREET
                                 SAN JOSE, CA 95134
                (Address of principal executive offices and zip code)
  
  
         Registrant's telephone number, including area code: (408) 433-0606
  
  
                           ------------------------------
  
  <PAGE>
  
  Item 5.  Other Events.
  
           This Current Report on Form 8-K contains forward-looking statements
  within the meaning of Section 27A of the Securities Act of 1933, as amended,
  and Section 21E of the Securities Exchange Act of 1934, as amended. The
  forward-looking statements contained herein involve risks and uncertainties,
  including those relating to the possible inability to complete the merger
  transaction involving Oplink Communications, Inc., a Delaware corporation
  ("Oplink"), and Avanex Corporation, a Delaware corporation ("Avanex"), as
  scheduled, or at all, and those associated with the ability of the combined
  company to achieve the anticipated benefits of the merger. Actual results and
  developments may differ materially from those described or incorporated by
  reference in this report. Factors that could cause actual results to differ
  include the possibility that the merger may not close, the failure of the
  combined company to retain key employees, the failure of the combined company
  to manage the cost of integrating the two companies and to effectively
  integrate the two companies, higher than anticipated expenses the combined
  company may incur in future quarters or the inability to identify expenses that
  could be eliminated and the impact of the combined company's restructuring on
  its ability to achieve increased efficiencies in its operations. For more
  information about Oplink and risks arising when investing in Oplink, investors
  are directed to Oplink's most recent report on Form 10-K as filed on September
  28, 2001 with the Securities and Exchange Commission and Oplink's subsequent
  Form 10-Q filings.
  
           On March 18, 2002, Oplink, Avanex and Pearl Acquisition Corp., a
  Delaware corporation and a wholly owned subsidiary of Avanex, entered into an
  Agreement and Plan of Reorganization (the "Reorganization Agreement"). The
  Reorganization Agreement contemplates that, subject to the satisfaction of
  certain conditions contained therein, including the approval of the merger
  referred to therein by the stockholders of Oplink and Avanex, compliance with
  applicable regulatory requirements, including the expiration or early
  termination of the waiting period under the Hart-Scott-Rodino Antitrust
  Improvements Act of 1976, as amended, and other customary closing conditions,
  Avanex would acquire Oplink in a stock-for-stock transaction. Upon completion
  of the merger, each outstanding share of Oplink common stock will automatically
  be converted into 0.405344 of a share of common stock of Avanex.
  
           In connection with the execution of the Reorganization Agreement,
  Oplink and Avanex entered into an Oplink Stock Option Agreement, dated as of
  March 18, 2002, pursuant to which Oplink granted Avanex an option to purchase
  up to approximately 32,769,053 shares of Oplink common stock at a price per
  share equal to $1.755 upon the occurrence of certain events identified in the
  Oplink Stock Option Agreement. Additionally, Oplink and Avanex entered into an
  Avanex Stock Option Agreement, dated as of March 18, 2002, pursuant to which
  Avanex granted Oplink an option to purchase up to approximately 13,886,525
  shares of Avanex common stock at a price per share equal to $4.33 upon the
  occurrence of certain events identified in the Avanex Stock Option Agreement.
  
           Copies of the Reorganization Agreement, the Oplink Stock Option
  Agreement and the Avanex Stock Option Agreement are attached to this report as
  Exhibit 2.1, Exhibit 2.2 and Exhibit 2.3 respectively. The description
  contained in this Item 5 of the transactions contemplated by the Reorganization
  Agreement, the Oplink Stock Option Agreement and the Avanex Stock Option
  Agreement is qualified in its entirety by reference to the full text of such
  
                                         1
  
  <PAGE>
  
  agreements, each of which is incorporated herein by reference. The joint press
  release, dated March 19, 2002, entitled "Avanex and Oplink to Merge" is
  attached hereto as Exhibit 99.1.
  
           On March 18, 2002, the board of directors of Oplink approved the
  adoption of a Share Purchase Rights Plan (the "Plan"). Terms of the Plan
  provide for a dividend distribution of one preferred share purchase right (a
  "Right") for each outstanding share of common stock, par value $.001 per share
  (the "Common Shares"), of Oplink. The dividend is payable on April 3, 2002 (the
  "Record Date") to the stockholders of record on that date. Each Right entitles
  the registered holder to purchase from Oplink one one-hundredth of a share of
  Series A Junior Participating Preferred Stock, par value $.001 per share (the
  "Preferred Shares"), at a price of $16.00 per one one-hundredth of a Preferred
  Share (the "Purchase Price"), subject to adjustment. Each one one-hundredth of
  a share of Preferred Shares has designations and powers, preferences and
  rights, and the qualifications, limitations and restrictions which make its
  value approximately equal to the value of a Common Share. The description and
  terms of the Rights are set forth in a Rights Agreement (the "Rights
  Agreement"), dated as of March 18, 2002 entered into between Oplink and The
  Bank of New York, as rights agent (the "Rights Agent").
  
           Initially, the Rights will be evidenced by the stock certificates
  representing the Common Shares then outstanding, and no separate Right
  Certificates, as defined below, will be distributed. Until the earlier to occur
  of (i) the date of a public announcement that a person, entity or group of
  affiliated or associated persons have acquired beneficial ownership of 15% or
  more of the outstanding Common Shares (an "Acquiring Person") or (ii) 10
  business days (or such later date as may be determined by action of the board
  of directors prior to such time as any person or entity becomes an Acquiring
  Person) following the commencement of, or announcement of an intention to
  commence, a tender offer or exchange offer the consummation of which would
  result in any person or entity becoming an Acquiring Person (the earlier of
  such dates being called the "Distribution Date"), the Rights will be evidenced,
  with respect to any of the Common Share certificates outstanding as of the
  Record Date, by such Common Share certificate with or without a copy of the
  Summary of Rights, which is included in the Rights Agreement as Exhibit C
  thereof (the "Summary of Rights").
  
           Until the Distribution Date, the Rights will be transferable with and
  only with the Common Shares. Until the Distribution Date (or earlier redemption
  or expiration of the Rights), new Common Share certificates issued after the
  Record Date, upon transfer or new issuance of Common Shares, will contain a
  notation incorporating the Rights Agreement by reference. Until the
  Distribution Date (or earlier redemption or expiration of the Rights), the
  surrender or transfer of any certificates for Common Shares outstanding as of
  the Record Date, even without such notation or a copy of the Summary of Rights
  being attached thereto, will also constitute the transfer of the Rights
  associated with the Common Shares represented by such certificate. As soon as
  practicable following the Distribution Date, separate certificates evidencing
  the Rights ("Right Certificates") will be mailed to holders of record of the
  Common Shares as of the close of business on the Distribution Date and such
  separate Right Certificates alone will evidence the Rights.
  
           The Rights are not exercisable until the Distribution Date. The Rights
  will expire on March 18, 2012 (the "Final Expiration Date"), unless the Rights
  are earlier redeemed or exchanged by Oplink, in each case, as described below.
  
                                         2
  
  <PAGE>
  
           The Purchase Price payable, and the number of Preferred Shares or
  other securities or other property issuable, upon exercise of the Rights are
  subject to adjustment from time to time to prevent dilution (i) in the event of
  a stock dividend on, or a subdivision, combination or reclassification of, the
  Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of
  certain rights or warrants to subscribe for or purchase Preferred Shares at a
  price, or securities convertible into Preferred Shares with a conversion price,
  less than the then current market price of the Preferred Shares or (iii) upon
  the distribution to holders of the Preferred Shares of evidences of
  indebtedness or assets (excluding regular periodic cash dividends paid out of
  earnings or retained earnings or dividends payable in Preferred Shares) or of
  subscription rights or warrants (other than those referred to above). The
  exercise of Rights for Preferred Shares is at all times subject to the
  availability of a sufficient number of authorized but unissued Preferred Shares.
  
           The number of outstanding Rights and the number of one one-hundredths
  of a Preferred Share issuable upon exercise of each Right are also subject to
  adjustment in the event of a stock split of the Common Shares or a stock
  dividend on the Common Shares payable in Common Shares or subdivisions,
  consolidation or combinations of the Common Shares occurring, in any case,
  prior to the Distribution Date.
  
           Preferred Shares purchasable upon exercise of the Rights will not be
  redeemable. Each Preferred Share will be entitled to a minimum preferential
  quarterly dividend payment of $1.00 but will be entitled to an aggregate
  dividend of 100 times the dividend declared per Common Share. In the event of
  liquidation, the holders of the Preferred Shares would be entitled to a minimum
  preferential liquidation payment of $100 per share, but would be entitled to
  receive an aggregate payment equal to 100 times the payment made per Common
  Share. Each Preferred Share will have 100 votes, voting together with the
  Common Shares. Finally, in the event of any merger, consolidation or other
  transaction in which Common Shares are exchanged, each Preferred Share will be
  entitled to receive 100 times the amount of consideration received per Common
  Share. These rights are protected by customary anti-dilution provisions.
  Because of the nature of the Preferred Shares' dividend and liquidation rights,
  the value of one one-hundredth of a Preferred Share should approximate the
  value of one Common Share. The Preferred Shares would rank junior to any other
  series of Oplink's preferred stock.
  
           In the event that any person or group of affiliated or associated
  persons becomes an Acquiring Person, proper provision shall be made so that
  each holder of a Right, other than Rights beneficially owned by the Acquiring
  Person and its associates and affiliates (which will thereafter be void), will
  for a 60-day period have the right to receive upon exercise that number of
  Common Shares having a market value of two times the exercise price of the
  Right (or, if such number of shares is not and cannot be authorized, Oplink may
  issue Preferred Shares, cash, debt, stock or a combination thereof in exchange
  for the Rights). This right will terminate 60 days after the date on which the
  Rights become nonredeemable (as described below), unless there is an injunction
  or similar obstacle to exercise of the Rights, in which event this right will
  terminate 60 days after the date on which the Rights again become exercisable.
  
           Generally, under the Plan, an "Acquiring Person" shall not be deemed
  to include (i) Oplink, (ii) a subsidiary of Oplink, (iii) any employee benefit
  or compensation plan of Oplink, or (iv) any entity holding Common Shares for or
  pursuant to the terms of any such employee
  
                                         3
  
  <PAGE>
  
  benefit or compensation plan. Avanex and its affiliates and associates will
  not be deemed to be Acquiring Persons as a result of the execution or
  consummation of the Reorganization Agreement and the transactions contemplated
  thereby. Further, no person or entity shall become an Acquiring Person as the
  result of the acquisition of Common Shares by Oplink which, by reducing the
  number of shares outstanding, increases the proportionate number of shares
  beneficially owned by such person or entity to 15% or more of the Common Shares
  then outstanding.
  
           In the event that Oplink is acquired in a merger or other business
  combination transaction or 50% or more of its consolidated assets or earning
  power are sold to an Acquiring Person, its associates or affiliates or certain
  other persons in which such persons have an interest, proper provision will be
  made so that each holder of a Right will thereafter have the right to receive,
  upon the exercise thereof at the then current exercise price of the Right, that
  number of shares of common stock of the acquiring company which at the time of
  such transaction will have a market value of two times the exercise price of
  the Right.
  
           At any time after an Acquiring Person becomes an Acquiring Person and
  prior to the acquisition by such Acquiring Person of 50% or more of the
  outstanding Common Shares, the board of directors of Oplink may exchange the
  Rights (other than Rights owned by such person or group which have become
  void), in whole or in part, at an exchange ratio of one Common Share, or one
  one-hundredth of a Preferred Share, per Right (or, at the election of Oplink,
  Oplink may issue cash, debt, stock or a combination thereof in exchange for the
  Rights), subject to adjustment.
  
           With certain exceptions, no adjustment in the Purchase Price will be
  required until cumulative adjustments require an adjustment of at least 1% in
  such Purchase Price. No fractional Preferred Shares will be issued (other than
  fractions which are integral multiples of the number of one one-hundredths of a
  Preferred Share issuable upon the exercise of one Right, which may, at the
  election of Oplink, be evidenced by depositary receipts), and in lieu thereof,
  an adjustment in cash will be made based on the market price of the Preferred
  Shares on the last trading day prior to the date of exercise.
  
           At any time prior to the earliest of (i) such time as any person
  becomes an Acquiring Person or (ii) the Final Expiration Date, the board of
  directors of Oplink may redeem the Rights in whole, but not in part, at a price
  of $0.01 per Right (the "Redemption Price"). Following the expiration of the
  above periods, the Rights become nonredeemable. Immediately upon any redemption
  of the Rights, the right to exercise the Rights will terminate and the only
  right of the holders of Rights will be to receive the Redemption Price.
  
           The terms of the Rights may be amended by the board of directors of
  Oplink without the consent of the holders of the Rights, except that from and
  after such time as the rights are distributed no such amendment may adversely
  affect the interest of the holders of the Rights excluding the interests of an
  Acquiring Person.
  
           Until a Right is exercised, the holder thereof, as such, will have no
  rights as a stockholder of Oplink, including, without limitation, the right to
  vote or to receive dividends.
  
                                         4
  
  <PAGE>
  
           The Rights have certain anti-takeover effects. The Rights will cause
  substantial dilution to a person or group that attempts to acquire Oplink on
  terms not approved by Oplink's board of directors. The Rights should not
  interfere with any merger or other business combination approved by the board
  of directors since the Rights may be amended to permit such acquisition or
  redeemed by Oplink at $.01 per Right prior to the earliest of (i) the time that
  a person or group has acquired beneficial ownership of 15% or more of the
  Common Shares or (ii) the final expiration date of the rights.
  
           A copy of the Rights Agreement is attached to this report as Exhibit
  4.2 and a copy of the Form of Rights Certificate is attached to this report as
  Exhibit 4.3. The description contained in this Item 5 of the transactions
  contemplated by the Rights Agreement and the Rights Certificates is qualified
  in its entirety by reference to the full text of such agreements, each of which
  is incorporated herein by reference. The press release dated as of March 19,
  2002, entitled "Oplink Communications, Inc. Adopts Stockholder Rights Plan," is
  attached hereto as Exhibit 99.2.
  
  Item 7.  Exhibits.
  
          2.1   Agreement and Plan of Reorganization dated as of March 18, 2002 by
                and among Avanex Corporation, Pearl Acquisition Corp. and Oplink
                Communications, Inc.
  
          2.2   Oplink Stock Option Agreement dated as of March 18, 2002 between
                Oplink Communications, Inc. and Avanex Corporation.
  
          2.3   Avanex Stock Option Agreement dated as of March 18, 2002 between
                Avanex Corporation and Oplink Communications, Inc.
  
          4.1   Registrant's Certificate of Designation of Series A Junior
                Participating Preferred Stock.
  
          4.2   Rights Agreement dated as of March 18, 2002 among Oplink
                Communications, Inc. and The Bank of New York.
  
          4.3   Form of Rights Certificate.
  
          99.1  Press Release dated as of March 19, 2002 entitled "Avanex and
                Oplink to Merge" (incorporated by reference to the Form 425 filed
                by Oplink Communications, Inc. on March 19, 2002).
  
          99.2  Press Release dated as of March 19, 2002 entitled "Oplink
                Communications, Inc. Adopts Stockholder Rights Plan."
  
                                         5
  
  <PAGE>
  
                                      SIGNATURE
  
           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, thereunto duly authorized.
  
                                         OPLINK COMMUNICATIONS, INC.
  
  
  Dated: March 22, 2002                  By: /s/ Frederick Fromm
                                             -------------------
                                             Frederick Fromm
                                             President and Chief Executive Officer
  
                                         6
  
  <PAGE>
  
                                  INDEX TO EXHIBITS
  
  2.1      Agreement and Plan of Reorganization dated as of March 18, 2002 by and
           among Avanex Corporation, Pearl Acquisition Corp. and Oplink
           Communications, Inc.
  
  2.2      Oplink Stock Option Agreement dated as of March 18, 2002 between Oplink
           Communications, Inc. and Avanex Corporation.
  
  2.3      Avanex Stock Option Agreement dated as of March 18, 2002 between Avanex
           Corporation and Oplink Communications, Inc.
  
  4.1      Registrant's Certificate of Designation of Series A Junior
           Participating Preferred Stock.
  
  
  4.2      Rights Agreement dated as of March 18, 2002 among Oplink
           Communications, Inc. and The Bank of New York.
  
  4.3      Form of Rights Certificate.
  
  99.1     Press Release dated as of March 19, 2002 entitled "Avanex and Oplink to
           Merge" (incorporated by reference to the Form 425 filed by Oplink
           Communications, Inc. on March 19, 2002).
  
  99.2     Press Release dated as of March 19, 2002 entitled "Oplink
           Communications, Inc. Adopts Stockholder Rights Plan."
  
                                          7
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text: SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D. C. 20549
  
                                      FORM 8-K
  
                       PURSUANT TO SECTION 13 OR 15(D) OF THE
                           SECURITIES EXCHANGE ACT OF 1934
  
          Date of Report (Date of earliest event reported): March 18, 2002
  
                             OPLINK COMMUNICATIONS, INC.
               (Exact name of registrant as specified in its charter)
  
                                      DELAWARE
                   (State or other jurisdiction of incorporation)
  
              000-31581                              77-0411346
        (Commission File No.)               (IRS Employer Identification No.)
  
                               3469 NORTH FIRST STREET
                                 SAN JOSE, CA 95134
                (Address of principal executive offices and zip code)
  
         Registrant's telephone number, including area code: (408) 433-0606
  
                           ------------------------------
  Item 5.  Other Events.
  
           This Current Report on Form 8-K contains forward-looking statements
  within the meaning of Section 27A of the Securities Act of 1933, as amended,
  and Section 21E of the Securities Exchange Act of 1934, as amended. The
  forward-looking statements contained herein involve risks and uncertainties,
  including those relating to the possible inability to complete the merger
  transaction involving Oplink Communications, Inc., a Delaware corporation
  ("Oplink"), and Avanex Corporation, a Delaware corporation ("Avanex"), as
  scheduled, or at all, and those associated with the ability of the combined
  company to achieve the anticipated benefits of the merger. Actual results and
  developments may differ materially from those described or incorporated by
  reference in this report. Factors that could cause actual results to differ
  include the possibility that the merger may not close, the failure of the
  combined company to retain key employees, the failure of the combined company
  to manage the cost of integrating the two companies and to effectively
  integrate the two companies, higher than anticipated expenses the combined
  company may incur in future quarters or the inability to identify expenses that
  could be eliminated and the impact of the combined company's restructuring on
  its ability to achieve increased efficiencies in its operations. For more
  information about Oplink and risks arising when investing in Oplink, investors
  are directed to Oplink's most recent report on Form 10-K as filed on September
  28, 2001 with the Securities and Exchange Commission and Oplink's subsequent
  Form 10-Q filings.
  
           On March 18, 2002, Oplink, Avanex and Pearl Acquisition Corp., a
  Delaware corporation and a wholly owned subsidiary of Avanex, entered into an
  Agreement and Plan of Reorganization (the "Reorganization Agreement"). The
  Reorganization Agreement contemplates that, subject to the satisfaction of
  certain conditions contained therein, including the approval of the merger
  referred to therein by the stockholders of Oplink and Avanex, compliance with
  applicable regulatory requirements, including the expiration or early
  termination of the waiting period under the Hart-Scott-Rodino Antitrust
  Improvements Act of 1976, as amended, and other customary closing conditions,
  Avanex would acquire Oplink in a stock-for-stock transaction. Upon completion
  of the merger, each outstanding share of Oplink common stock will automatically
  be converted into 0.405344 of a share of common stock of Avanex.
  
           In connection with the execution of the Reorganization Agreement,
  Oplink and Avanex entered into an Oplink Stock Option Agreement, dated as of
  March 18, 2002, pursuant to which Oplink granted Avanex an option to purchase
  up to approximately 32,769,053 shares of Oplink common stock at a price per
  share equal to $1.755 upon the occurrence of certain events identified in the
  Oplink Stock Option Agreement. Additionally, Oplink and Avanex entered into an
  Avanex Stock Option Agreement, dated as of March 18, 2002, pursuant to which
  Avanex granted Oplink an option to purchase up to approximately 13,886,525
  shares of Avanex common stock at a price per share equal to $4.33 upon the
  occurrence of certain events identified in the Avanex Stock Option Agreement.
  
           Copies of the Reorganization Agreement, the Oplink Stock Option
  Agreement and the Avanex Stock Option Agreement are attached to this report as
  Exhibit 2.1, Exhibit 2.2 and Exhibit 2.3 respectively. The description
  contained in this Item 5 of the transactions contemplated by the Reorganization
  Agreement, the Oplink Stock Option Agreement and the Avanex Stock Option
  Agreement is qualified in its entirety by reference to the full text of such
  
                                         1
  agreements, each of which is incorporated herein by reference. The joint press
  release, dated March 19, 2002, entitled "Avanex and Oplink to Merge" is
  attached hereto as Exhibit 99.1.
  
           On March 18, 2002, the board of directors of Oplink approved the
  adoption of a Share Purchase Rights Plan (the "Plan"). Terms of the Plan
  provide for a dividend distribution of one preferred share purchase right (a
  "Right") for each outstanding share of common stock, par value $.001 per share
  (the "Common Shares"), of Oplink. The dividend is payable on April 3, 2002 (the
  "Record Date") to the stockholders of record on that date. Each Right entitles
  the registered holder to purchase from Oplink one one-hundredth of a share of
  Series A Junior Participating Preferred Stock, par value $.001 per share (the
  "Preferred Shares"), at a price of $16.00 per one one-hundredth of a Preferred
  Share (the "Purchase Price"), subject to adjustment. Each one one-hundredth of
  a share of Preferred Shares has designations and powers, preferences and
  rights, and the qualifications, limitations and restrictions which make its
  value approximately equal to the value of a Common Share. The description and
  terms of the Rights are set forth in a Rights Agreement (the "Rights
  Agreement"), dated as of March 18, 2002 entered into between Oplink and The
  Bank of New York, as rights agent (the "Rights Agent").
  
           Initially, the Rights will be evidenced by the stock certificates
  representing the Common Shares then outstanding, and no separate Right
  Certificates, as defined below, will be distributed. Until the earlier to occur
  of (i) the date of a public announcement that a person, entity or group of
  affiliated or associated persons have acquired beneficial ownership of 15% or
  more of the outstanding Common Shares (an "Acquiring Person") or (ii) 10
  business days (or such later date as may be determined by action of the board
  of directors prior to such time as any person or entity becomes an Acquiring
  Person) following the commencement of, or announcement of an intention to
  commence, a tender offer or exchange offer the consummation of which would
  result in any person or entity becoming an Acquiring Person (the earlier of
  such dates being called the "Distribution Date"), the Rights will be evidenced,
  with respect to any of the Common Share certificates outstanding as of the
  Record Date, by such Common Share certificate with or without a copy of the
  Summary of Rights, which is included in the Rights Agreement as Exhibit C
  thereof (the "Summary of Rights").
  
           Until the Distribution Date, the Rights will be transferable with and
  only with the Common Shares. Until the Distribution Date (or earlier redemption
  or expiration of the Rights), new Common Share certificates issued after the
  Record Date, upon transfer or new issuance of Common Shares, will contain a
  notation incorporating the Rights Agreement by reference. Until the
  Distribution Date (or earlier redemption or expiration of the Rights), the
  surrender or transfer of any certificates for Common Shares outstanding as of
  the Record Date, even without such notation or a copy of the Summary of Rights
  being attached thereto, will also constitute the transfer of the Rights
  associated with the Common Shares represented by such certificate. As soon as
  practicable following the Distribution Date, separate certificates evidencing
  the Rights ("Right Certificates") will be mailed to holders of record of the
  Common Shares as of the close of business on the Distribution Date and such
  separate Right Certificates alone will evidence the Rights.
  
           The Rights are not exercisable until the Distribution Date. The Rights
  will expire on March 18, 2012 (the "Final Expiration Date"), unless the Rights
  are earlier redeemed or exchanged by Oplink, in each case, as described below.
  
                                         2
  The Purchase Price payable, and the number of Preferred Shares or
  other securities or other property issuable, upon exercise of the Rights are
  subject to adjustment from time to time to prevent dilution (i) in the event of
  a stock dividend on, or a subdivision, combination or reclassification of, the
  Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of
  certain rights or warrants to subscribe for or purchase Preferred Shares at a
  price, or securities convertible into Preferred Shares with a conversion price,
  less than the then current market price of the Preferred Shares or (iii) upon
  the distribution to holders of the Preferred Shares of evidences of
  indebtedness or assets (excluding regular periodic cash dividends paid out of
  earnings or retained earnings or dividends payable in Preferred Shares) or of
  subscription rights or warrants (other than those referred to above). The
  exercise of Rights for Preferred Shares is at all times subject to the
  availability of a sufficient number of authorized but unissued Preferred Shares.
  
           The number of outstanding Rights and the number of one one-hundredths
  of a Preferred Share issuable upon exercise of each Right are also subject to
  adjustment in the event of a stock split of the Common Shares or a stock
  dividend on the Common Shares payable in Common Shares or subdivisions,
  consolidation or combinations of the Common Shares occurring, in any case,
  prior to the Distribution Date.
  
           Preferred Shares purchasable upon exercise of the Rights will not be
  redeemable. Each Preferred Share will be entitled to a minimum preferential
  quarterly dividend payment of $1.00 but will be entitled to an aggregate
  dividend of 100 times the dividend declared per Common Share. In the event of
  liquidation, the holders of the Preferred Shares would be entitled to a minimum
  preferential liquidation payment of $100 per share, but would be entitled to
  receive an aggregate payment equal to 100 times the payment made per Common
  Share. Each Preferred Share will have 100 votes, voting together with the
  Common Shares. Finally, in the event of any merger, consolidation or other
  transaction in which Common Shares are exchanged, each Preferred Share will be
  entitled to receive 100 times the amount of consideration received per Common
  Share. These rights are protected by customary anti-dilution provisions.
  Because of the nature of the Preferred Shares' dividend and liquidation rights,
  the value of one one-hundredth of a Preferred Share should approximate the
  value of one Common Share. The Preferred Shares would rank junior to any other
  series of Oplink's preferred stock.
  
           In the event that any person or group of affiliated or associated
  persons becomes an Acquiring Person, proper provision shall be made so that
  each holder of a Right, other than Rights beneficially owned by the Acquiring
  Person and its associates and affiliates (which will thereafter be void), will
  for a 60-day period have the right to receive upon exercise that number of
  Common Shares having a market value of two times the exercise price of the
  Right (or, if such number of shares is not and cannot be authorized, Oplink may
  issue Preferred Shares, cash, debt, stock or a combination thereof in exchange
  for the Rights). This right will terminate 60 days after the date on which the
  Rights become nonredeemable (as described below), unless there is an injunction
  or similar obstacle to exercise of the Rights, in which event this right will
  terminate 60 days after the date on which the Rights again become exercisable.
  
           Generally, under the Plan, an "Acquiring Person" shall not be deemed
  to include (i) Oplink, (ii) a subsidiary of Oplink, (iii) any employee benefit
  or compensation plan of Oplink, or (iv) any entity holding Common Shares for or
  pursuant to the terms of any such employee
  
                                         3
  benefit or compensation plan. Avanex and its affiliates and associates will
  not be deemed to be Acquiring Persons as a result of the execution or
  consummation of the Reorganization Agreement and the transactions contemplated
  thereby. Further, no person or entity shall become an Acquiring Person as the
  result of the acquisition of Common Shares by Oplink which, by reducing the
  number of shares outstanding, increases the proportionate number of shares
  beneficially owned by such person or entity to 15% or more of the Common Shares
  then outstanding.
  
           In the event that Oplink is acquired in a merger or other business
  combination transaction or 50% or more of its consolidated assets or earning
  power are sold to an Acquiring Person, its associates or affiliates or certain
  other persons in which such persons have an interest, proper provision will be
  made so that each holder of a Right will thereafter have the right to receive,
  upon the exercise thereof at the then current exercise price of the Right, that
  number of shares of common stock of the acquiring company which at the time of
  such transaction will have a market value of two times the exercise price of
  the Right.
  
           At any time after an Acquiring Person becomes an Acquiring Person and
  prior to the acquisition by such Acquiring Person of 50% or more of the
  outstanding Common Shares, the board of directors of Oplink may exchange the
  Rights (other than Rights owned by such person or group which have become
  void), in whole or in part, at an exchange ratio of one Common Share, or one
  one-hundredth of a Preferred Share, per Right (or, at the election of Oplink,
  Oplink may issue cash, debt, stock or a combination thereof in exchange for the
  Rights), subject to adjustment.
  
           With certain exceptions, no adjustment in the Purchase Price will be
  required until cumulative adjustments require an adjustment of at least 1% in
  such Purchase Price. No fractional Preferred Shares will be issued (other than
  fractions which are integral multiples of the number of one one-hundredths of a
  Preferred Share issuable upon the exercise of one Right, which may, at the
  election of Oplink, be evidenced by depositary receipts), and in lieu thereof,
  an adjustment in cash will be made based on the market price of the Preferred
  Shares on the last trading day prior to the date of exercise.
  
           At any time prior to the earliest of (i) such time as any person
  becomes an Acquiring Person or (ii) the Final Expiration Date, the board of
  directors of Oplink may redeem the Rights in whole, but not in part, at a price
  of $0.01 per Right (the "Redemption Price"). Following the expiration of the
  above periods, the Rights become nonredeemable. Immediately upon any redemption
  of the Rights, the right to exercise the Rights will terminate and the only
  right of the holders of Rights will be to receive the Redemption Price.
  
           The terms of the Rights may be amended by the board of directors of
  Oplink without the consent of the holders of the Rights, except that from and
  after such time as the rights are distributed no such amendment may adversely
  affect the interest of the holders of the Rights excluding the interests of an
  Acquiring Person.
  
           Until a Right is exercised, the holder thereof, as such, will have no
  rights as a stockholder of Oplink, including, without limitation, the right to
  vote or to receive dividends.
  
                                         4
  The Rights have certain anti-takeover effects. The Rights will cause
  substantial dilution to a person or group that attempts to acquire Oplink on
  terms not approved by Oplink's board of directors. The Rights should not
  interfere with any merger or other business combination approved by the board
  of directors since the Rights may be amended to permit such acquisition or
  redeemed by Oplink at $.01 per Right prior to the earliest of (i) the time that
  a person or group has acquired beneficial ownership of 15% or more of the
  Common Shares or (ii) the final expiration date of the rights.
  
           A copy of the Rights Agreement is attached to this report as Exhibit
  4.2 and a copy of the Form of Rights Certificate is attached to this report as
  Exhibit 4.3. The description contained in this Item 5 of the transactions
  contemplated by the Rights Agreement and the Rights Certificates is qualified
  in its entirety by reference to the full text of such agreements, each of which
  is incorporated herein by reference. The press release dated as of March 19,
  2002, entitled "Oplink Communications, Inc. Adopts Stockholder Rights Plan," is
  attached hereto as Exhibit 99.2.
  
  Item 7.  Exhibits.
  
          2.1   Agreement and Plan of Reorganization dated as of March 18, 2002 by
                and among Avanex Corporation, Pearl Acquisition Corp. and Oplink
                Communications, Inc.
  
          2.2   Oplink Stock Option Agreement dated as of March 18, 2002 between
                Oplink Communications, Inc. and Avanex Corporation.
  
          2.3   Avanex Stock Option Agreement dated as of March 18, 2002 between
                Avanex Corporation and Oplink Communications, Inc.
  
          4.1   Registrant's Certificate of Designation of Series A Junior
                Participating Preferred Stock.
  
          4.2   Rights Agreement dated as of March 18, 2002 among Oplink
                Communications, Inc. and The Bank of New York.
  
          4.3   Form of Rights Certificate.
  
          99.1  Press Release dated as of March 19, 2002 entitled "Avanex and
                Oplink to Merge" (incorporated by reference to the Form 425 filed
                by Oplink Communications, Inc. on March 19, 2002).
  
          99.2  Press Release dated as of March 19, 2002 entitled "Oplink
                Communications, Inc. Adopts Stockholder Rights Plan."
  
                                         5
  SIGNATURE
  
           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, thereunto duly authorized.
  
                                         OPLINK COMMUNICATIONS, INC.
  
  Dated: March 22, 2002                  By: /s/ Frederick Fromm
                                             -------------------
                                             Frederick Fromm
                                             President and Chief Executive Officer
  
                                         6
  INDEX TO EXHIBITS
  
  2.1      Agreement and Plan of Reorganization dated as of March 18, 2002 by and
           among Avanex Corporation, Pearl Acquisition Corp. and Oplink
           Communications, Inc.
  
  2.2      Oplink Stock Option Agreement dated as of March 18, 2002 between Oplink
           Communications, Inc. and Avanex Corporation.
  
  2.3      Avanex Stock Option Agreement dated as of March 18, 2002 between Avanex
           Corporation and Oplink Communications, Inc.
  
  4.1      Registrant's Certificate of Designation of Series A Junior
           Participating Preferred Stock.
  
  4.2      Rights Agreement dated as of March 18, 2002 among Oplink
           Communications, Inc. and The Bank of New York.
  
  4.3      Form of Rights Certificate.
  
  99.1     Press Release dated as of March 19, 2002 entitled "Avanex and Oplink to
           Merge" (incorporated by reference to the Form 425 filed by Oplink
           Communications, Inc. on March 19, 2002).
  
  99.2     Press Release dated as of March 19, 2002 entitled "Oplink
           Communications, Inc. Adopts Stockholder Rights Plan."
  
                                          7