-----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, GloSKTfFGC4zthX1zV0V/WcOM8kPdA8OgWeOm+6CjmYPC26f+cwg7XwY6xJ6AnFQ Q4degsBJP0v19+H98fZwnA== 0000891618-03-000912.txt : 20030214 0000891618-03-000912.hdr.sgml : 20030214 20030214163422 ACCESSION NUMBER: 0000891618-03-000912 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030214 GROUP MEMBERS: CHANG FAMILY LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALLIANCE FIBER OPTIC PRODUCTS INC CENTRAL INDEX KEY: 0001122342 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 770417039 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60751 FILM NUMBER: 03568292 BUSINESS ADDRESS: STREET 1: 735 NORTH PASTORIA AVE. CITY: SUNNYVALE STATE: CA ZIP: 94085 BUSINESS PHONE: 408-736-69 MAIL ADDRESS: STREET 1: 735 NORTH PASTORIA AVE. CITY: SUNNYVALE STATE: CA ZIP: 94085 FORMER COMPANY: FORMER CONFORMED NAME: ALLIANCE FIBER OPTICS PRODUCTS INC DATE OF NAME CHANGE: 20000822 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CHANG PETER C CENTRAL INDEX KEY: 0001134204 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 735 NORTH PASTORIA AVENUE CITY: SUNNYVALE STATE: CA ZIP: 94085 BUSINESS PHONE: 4087366900 MAIL ADDRESS: STREET 1: 735 NORTH PASTORIA AVENUE CITY: SUNNYVALE STATE: CA ZIP: 94085 SC 13G/A 1 f87768pcsc13gza.htm SC 13G/A Alliance Fiber Optic Products, Inc. SC 13G/A
 

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

ALLIANCE FIBER OPTIC PRODUCTS, INC.

(Name of Issuer)

Common Stock, par value $0.001

(Title of Class of Securities)

018680 10 8

(Cusip Number)

December 31, 2002

(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)

        o Rule 13d-1 (c)

        x 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).

 

 

             
13G
CUSIP No. 018680 10 8
  1. Name of Reporting Person:
Peter C. 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:
United States
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
3,147,500 shares*
6. Shared Voting Power:
2,000,000 shares
7. Sole Dispositive Power:
3,147,500 shares*
8.Shared Dispositive Power:
2,000,000 shares
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
5,147,500 shares*
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
14.5%
  12.Type of Reporting Person:
IN

2

 

             
13G
CUSIP No. 018680 10 8
  1. Name of Reporting Person:
Chang Family LLC		 I.R.S. Identification Nos. of above persons (entities only):
77-0553025
  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:
California
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
None
6. Shared Voting Power:
2,000,000 shares
7. Sole Dispositive Power:
None
8.Shared Dispositive Power:
2,000,000 shares
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
2,000,000 shares
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
5.6%
  12.Type of Reporting Person:
OO

3

 

13G
       
Item 1.
  (a) Name of Issuer:
    Alliance Fiber Optic Products, Inc.
  (b) Address of Issuer's Principal Executive Offices:
    735 North Pastoria Avenue,
Sunnyvale, California 94085
 
Item 2.
  (a) Name of Person Filing:
    (i) Peter C. Chang;
(ii) Chang Family LLC
  (b) Address of Principal Business Office or, if none, Residence:
    735 North Pastoria Avenue,
Sunnyvale, California 94085
  (c)Citizenship:
    (i)United States;
(ii) California
  (d) Title of Class of Securities:
    Common Stock, $0.001 par value
  (e) CUSIP Number:
    018680 10 8
 
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:
  x Not Applicable.
  (a) o Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
  (b) o Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
  (c) o Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
  (d) o Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
  (e) o An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
  (f) o An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
  (g) o A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
  (h) o A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
  (i) o A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
  (j) o Group, in accordance with §240.13d-1(b)(1)(ii)(J).
 

4

 

13G
       
Item 4. Ownership.
  (a) Amount beneficially owned:
    5,147,500 shares
  (b) Percent of class:
    20.1%
  (c) Number of shares as to which the person has:
    (i) Sole power to vote or to direct the vote:
      5,147,500 shares*
    (ii) Shared power to vote or to direct the vote:
      2,000,000 shares held by the Chang Family LLC
    (iii) Sole power to dispose or to direct the disposition of:
      5,147,500 shares*
    (iv) Shared power to dispose or to direct the disposition of:
      2,000,000 shares held by the Chang Family LLC
 
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: 5,147,500 shares of Common Stock beneficially owned by Peter C. Chang, of which 2,000,000 shares are held by the Chang Family LLC.

(b) Percent of class: Peter C. Chang and the Chang Family LLC beneficially own 14.5% and 5.6%, respectively. The calculation of percentage of beneficial ownership was derived from the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2002, in which the Issuer stated that the number of shares of Common Stock outstanding as of November 8, 2002 was 35,510,579.

 
Item 5.Ownership of Five Percent or Less of a Class.
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.
 
Item 6.Ownership of More than Five Percent on Behalf of Another Person.
 
Peter C. Chang beneficially owns 5,147,500 shares, of which 2,000,000 shares are held by the Chang Family LLC (Mr. Chang and his wife, Mary C. Chen, are the Managing Members). In addition, 40,000 shares are held in the name of Mr. Chang's minor children.
 
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.

5

 

13G
       
Item 10.Certification.
 

Not applicable.

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 14, 2003
   
 
   
By: /s/ Peter C. Chang
Name: Peter C. Chang
   
CHANG FAMILY LLC
 
/s/ Peter C. Chang
Name: Peter C. Chang
Title: Managing Member

Footnotes:

* Subject to applicable community property laws. Includes 250,000 shares subject to the Issuer's right of repurchase and 87,500 shares subject to outstanding stock options exercisable within 60 days of December 31, 2002.



6

 

EXHIBIT A

AGREEMENT AS TO JOINT FILING OF SCHEDULE 13G

     In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing, on behalf of each of them, of a Statement on Schedule 13G (including amendments thereto) with respect to the Common Stock of Alliance Fiber Optic Products, Inc. Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of the is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

         
Date: February 14, 2003        
         
        /s/ Peter C. Chang
       
        Peter C. Chang
         
    CHANG FAMILY LLC
         
    By:   /s/Peter C. Chang
       
        Peter C. Chang
        Managing Member

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