-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FarvDfIZSLeHw95ii70H75jhhOJORBrTTOmCPkMUYIf85vhr0vF76AWSMlBM3xD6 eZEsaGoEaEe8kTTGjSdHMg== 0001104659-10-005388.txt : 20100208 0001104659-10-005388.hdr.sgml : 20100208 20100208143523 ACCESSION NUMBER: 0001104659-10-005388 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100208 DATE AS OF CHANGE: 20100208 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MARUBENI CORP /FI CENTRAL INDEX KEY: 0000801645 IRS NUMBER: 000000000 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: CPO BOX 595 CITY: TOKYO JAPAN STATE: M0 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OPNEXT INC CENTRAL INDEX KEY: 0001157780 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82874 FILM NUMBER: 10580570 BUSINESS ADDRESS: STREET 1: 1 CHRISTOPHER WAY CITY: EATONTOWN STATE: NJ ZIP: 07724 BUSINESS PHONE: 7325443400 MAIL ADDRESS: STREET 1: 1 CHRISTOPHER WAY CITY: EATONTOWN STATE: NJ ZIP: 07724 SC 13G/A 1 a10-3237_1sc13ga.htm SC 13G/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. 9)

(Rule 13d-102)

 

Information to be Included in Statements Filed

Pursuant to Rule 13d-1(b)(c), and (d) and Amendments thereto

Filed Pursuant to Rule 13d-2

 

OPNEXT, INC.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

68375V 10 5

(CUSIP Number)

December 31st, 2009

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

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 ("Act") 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).

 


 

 

1.

Names of Reporting Persons.
Marubeni Corporation

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Japan

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
6,350,000

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
6,350,000

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
6,350,000

 

 

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
7.1%

 

 

12.

Type of Reporting Person (See Instructions)
CO

 

2


 

Item 1.

 

(a)

Name of Issuer:
Opnext, Inc.

 

(b)

Address of Issuer’s Principal Executive Offices:
1 Christopher Way, Eatontown, New Jersey 07724

 

Item 2.

 

(a)

Name of Person Filing:
Marubeni Corporation

 

(b)

Address of Principal Business Office or, if none, Residence:
4-2 Ohtemachi 1-Chome

Chiyoda-Ku, Tokyo, 100-8088 Japan

 

(c)

Citizenship:
Marubeni Corporation is a Japan corporation.

 

(d)

Title of Class of Securities (of Issuer):
Common Stock, par value $0.01 per share.

 

(e)

CUSIP Number:
68375V 10 5

 

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

 

3


 

Item 4.

Ownership

 

 

(a)

Amount beneficially owned:   

Of the 6,350,000 shares reported as beneficially owned by Marubeni Corporation, 6,000,000 shares are owned directly by Marubeni Corporation and 350,000 shares are owned directly by Marubeni America Corporation, a wholly-owned subsidiary of Marubeni Corporation.  As the parent company, Marubeni Corporation controls Marubeni America Corporation and possesses voting and dispositive power over the shares held by Marubeni America Corporation.

 

(b)

Percent of class:   

7.1%

 

 

Percentage ownership of the Common Stock is based on 88,771,911 shares of Common Stock, which represents the number of outstanding shares of Common Stock of Opnext, Inc. as of November 3, 2009, as stated on the Form 10-Q of Opnext, Inc. for the quarter ended September 30, 2009.   The percentage ownership of the 350,000 shares held by Marubeni America Corporation is 0.3%.

 

(c)

Number of shares as to which such person has:

 

 

 

(i)

Sole power to vote or direct the vote:   

6,350,000

 

 

(ii)

Shared power to vote or direct the vote:     

Not applicable.

 

 

(iii)

Sole power to dispose or to direct the disposition of:   

6,350,000

 

 

(iv)

Shared power to dispose or direct the disposition of:   

Not applicable.

 

5.

Ownership of Five Percent or Less of a Class:

Not applicable.

 

6.

Ownership of More than Five Percent on Behalf of Another Person:

Not applicable.

 

7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:

Not applicable.

 

8.

Identification and Classification of Members of the Group:

Not applicable.

 

9.

Notice of Dissolution of Group:

Not applicable.

 

4


 

10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

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.

 

Date: February 5, 2010

 

 

MARUBENI CORPORATION

 

 

 

 

 

 

 

By:

/s/ Hidehisa Saito

 

 

Name:

Hidehisa Saito

 

 

Title:

Executive Officer

 

 

 

Chief Operating Officer

 

 

 

Finance, Logistics & IT Business Division

 

5

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