UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Oplink Communications, Inc.
Common Stock, par value $0.001
68375Q106
December 31, 2004
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1 (b)
o Rule 13d-1 (c)
þ Rule 13d-1 (d)
*The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 or otherwise subject to the liabilities
of that section of the Act but shall be subject to all other provisions of the
Act (however, see the notes).
Page 1 of 7 pages
| 13G | ||||||
| CUSIP No. 68375Q106 | Page 2 of 7 | |||||
| 1. | Name of Reporting Person: Chao-Jung Chang |
I.R.S. Identification Nos. of above
persons (entities only): |
||||
| 2. | Check the Appropriate Box if a Member of a Group: | |||||
| (a) | o | |||||
| (b) | o | |||||
| 3. | SEC Use Only: | |||||
| 4. | Citizenship or Place of
Organization: Taiwan |
|||||
| Number
of Shares Beneficially Owned by Each Reporting Person With | ||||||
| 5. | Sole Voting Power: 0 | |||||
| 6. | Shared Voting Power: 10,081,0001 | |||||
| 7. | Sole Dispositive Power: 0 | |||||
| 8. | Shared Dispositive Power: 10,081,000 |
|||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
10,081,000 |
|||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain
Shares: o |
|||||
| 11. | Percent of Class Represented by Amount in Row
(9): 6.77% | |||||
| 12. | Type of Reporting Person: IN | |||||
| 1 | Includes 10,081,000 shares jointly held by Chao-Jung Chang and Chen Hwa Chang. |
Page 2 of 7 pages
| 13G | ||||||
| CUSIP No. 68375Q106 | Page 3 of 7 | |||||
| 1. | Name of Reporting Person: Chen Hwa Chang |
I.R.S. Identification Nos. of above
persons (entities only): |
||||
| 2. | Check the Appropriate Box if a Member of a Group: | |||||
| (a) | o | |||||
| (b) | o | |||||
| 3. | SEC Use Only: | |||||
| 4. | Citizenship or Place of
Organization: Taiwan |
|||||
| Number
of Shares Beneficially Owned by Each Reporting Person With | ||||||
| 5. | Sole Voting Power: 0 | |||||
| 6. | Shared Voting Power: 10,081,0001 | |||||
| 7. | Sole Dispositive Power: 0 | |||||
| 8. | Shared Dispositive Power: 10,081,000 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
10,081,000 |
|||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain
Shares: o |
|||||
| 11. | Percent of Class Represented by Amount in Row
(9): 6.77% | |||||
| 12. | Type of Reporting Person: IN | |||||
| 1 | Includes 10,081,000 shares jointly held by Chao-Jung Chang and Chen Hwa Chang. |
Page 3 of 7 pages
Item 1.
| (a) | Name of Issuer | ||
| Oplink Communications, Inc. | |||
| (b) | Address of Issuer’s Principal Executive Offices | ||
| 46335 Landing Parkway | |||
| Fremont, California 94538 | |||
Item 2.
| (a) | Name of Person Filing | |
| Chao-Jung Chang | ||
| Chen Hwa Chang | ||
| (b) | Address of Principal Business Office or, if none, Residence | |
| 6F, No. 7, Alley 43, Lane 311, Section 2, E. Ho Ping Rd. | ||
| Taipei, Taiwan | ||
| (c) | Citizenship |
| Chao-Jung Chang | Taiwan | |||
| Chen Hwa Chang | Taiwan |
| (d) | Title of Class of Securities | |
| Common Stock | ||
| (e) | CUSIP Number | |
| 68375Q106 |
Item 3.
|
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| Not applicable |
Item 4.
|
Ownership. |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) | Amount beneficially owned: |
| Chao-Jung Chang | 10,081,000 | |||
| Chen Hwa Chang | 10,081,000 |
| (b) | Percent of class: | |
| 6.77% | ||
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: | |
| (ii) | Shared power to vote or to direct the vote: |
| Chao-Jung Chang | 10,081,000 | |||
| Chen Hwa Chang | 10,081,000 |
Page 4 of 7 pages
| (iii) | Sole power to dispose or to direct the disposition of: | |
| (iv) | Shared power to dispose or to direct the disposition of: |
| Chao-Jung Chang | 10,081,000 | |||
| Chen Hwa Chang | 10,081,000 |
Item 5.
|
Ownership of Five Percent or Less of a Class |
| Not applicable |
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person. |
| Not applicable |
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company |
| Not applicable |
Item 8.
|
Identification and Classification of Members of the Group |
| Not applicable |
Item 9.
|
Notice of Dissolution of Group |
| Not applicable |
Item 10.
|
Certification |
| Not applicable |
Page 5 of 7 pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| February 23, 2005 | ||
| Date | ||
| /s/ Chao-Jung Chang | ||
| Signature | ||
| Chao-Jung Chang | ||
| Name/Title |
Page 6 of 7 pages
Exhibit A
JOINT FILING STATEMENT
Pursuant to Rule 13d-1(k)(1), we, the undersigned, hereby express our agreement that the attached Schedule 13G is filed on behalf of each of us.
Dated: February 23, 2005
| Chao-Jung Chang |
||||
| By: | /s/ Chao-Jung Chang | |||
| Chen Hwa Chang |
||||
| By: | /s/ Chen Hwa Chang | |||
Page 7 of 7 pages