As filed with the Securities and Exchange Commission on July 19, 2002

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

(Rule 13e-4)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Multilink Technology Corporation

(Name of Subject Company (Issuer) and Filing Person (Offeror))

Options to purchase Class A common stock, par value $0.0001 per share, with an exercise price equal to or greater than $1.35 per share

(Title of Class of Securities)

625-44T-109

(CUSIP Number of Class of Securities (Underlying Common Stock))

Richard N. Nottenburg

President and Chief Executive Officer

Multilink Technology Corporation

300 Atrium Drive, 2nd Floor

Somerset, New Jersey 08873

(732) 537-3700

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Person)

Copy to:

Mark J. Kelson, Esq.

Allen Matkins Leck Gamble & Mallory LLP

1901 Avenue of the Stars, Suite 1800

Los Angeles, California 90067

(310) 788-2400

CALCULATION OF FILING FEE

Transaction Valuation(1)	Amount of Filing Fee(2)
$8,745,533	$1,749

(1) Calculated solely for purposes of determining the filing fee. This amount assumes that options to purchase 18,298,144 shares of Class A common stock of Multilink Technology Corporation outstanding as of July 15, 2002 and having an aggregate value of $8,745,533 will be surrendered for cancellation pursuant to this offer. The aggregate value of such options was calculated based on the Black-Scholes option pricing model.

(2) The amount of the filing fee, calculated in accordance with Rule 0-11(b) of the Securities Exchange Act of 1934, as amended, equals 1/50th of one percent of the value of the transaction.

x Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $1,188                         Form or Registration No.: Schedule TO             Filing party: Multilink Technology Corporation Date filed: June 24, 2002

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

¨ third party tender offer subject to Rule 14d-1.

x issuer tender offer subject to Rule 13e-4.

¨ going-private transaction subject to Rule 13e-3.

¨ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨

Introductory Statement

This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule TO (“Schedule TO”) filed by Multilink Technology Corporation, a California corporation (the “Company”), with the Securities and Exchange Commission on June 24, 2002, relating to the offer by the Company to exchange certain options to purchase shares of its Class A common stock, par value $0.0001 per share outstanding under the Company’s 2000 Stock Incentive Plan, 1999 Stock Option Plan and 1998 Stock Option Plan for new options to purchase shares of the Class A common stock to be granted under the Company’s 2000 Stock Incentive Plan on the terms and subject to the conditions set forth in the Amended and Restated Offer to Exchange and the Amended and Restated Election Form.

Item 1.    Summary Term Sheet.

Item 1 of the Schedule TO is hereby amended in its entirety to read as follows:

The information set forth under “Summary Term Sheet” (the “Summary Term Sheet”) in the Amended and Restated Offer to Exchange dated July 19, 2002 (the “Amended and Restated Offer to Exchange”), attached hereto as Exhibit (a)(1)(A) is incorporated herein by reference.

Item 2.    Subject Company Information.

Item 2 of the Schedule TO is hereby amended in its entirety to read as follows:

(a)    Name and Address.  The name of the issuer is Multilink Technology Corporation, and the address and telephone number of its principal executive offices are 300 Atrium Drive, 2nd Floor, Somerset, New Jersey 08873, (732) 537-3700.

(b)    Securities.  This Schedule relates to an offer by the Company to exchange options to purchase shares of the Company’s Class A common stock, par value $0.0001 per share outstanding under the Company’s 2000 Stock Incentive Plan, 1999 Stock Option Plan and 1998 Stock Option Plan with an exercise price equal to or greater than $1.35 per share (the “Eligible Options”) for new options to purchase shares of the Class A common stock to be granted under the Company’s 2000 Stock Incentive Plan on the terms and subject to the conditions set forth in the Amended and Restated Offer to Exchange. The number of shares of Class A common stock subject to the options will be equal to the number of shares of Class A common stock subject to the eligible options that are accepted for exchange and cancelled. The information set forth in Section 1 (“Eligibility; Number of Options; Expiration Date”) of the Amended and Restated Offer to Exchange is incorporated herein by reference.

(c)    Trading Market and Price.  The information set forth in Section 7 (“Price Range of Class A Common Stock”) of the Amended and Restated Offer to Exchange is incorporated herein by reference.

Item 3.    Identity and Background of Filing Person.

Item 3 of the Schedule TO is hereby amended in its entirety to read as follows:

(a)    Name and Address.  The information set forth in Item 2(a) above and Section 10 (“Interests of Directors and Officers; Transactions and Arrangements Involving Eligible Options”) of the Amended and Restated Offer to Exchange is incorporated herein by reference.

Item 4.    Terms of the Transaction.

Item 4 of the Schedule TO is hereby amended in its entirety to read as follows:

(a)    Material Terms.  The information set forth in the Summary Term Sheet and in Section 1 (“Eligibility; Number of Options; Expiration Date”), Section 3 (“Procedures”), Section 4 (“Change in Election”), Section 5 (“Acceptance of Eligible Option Grants for Exchange and Cancellation and Issuance of New Options”), Section

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6 (“Conditions of the Offer”), Section 8 (“Source and Amount of Consideration; Terms of New Options”), Section 11 (“Status of Eligible Option Grants Acquired by Us in the Offer; Accounting Consequences of the Offer”), Section 12 (“Legal Matters; Regulatory Approvals”), Section 13 (“Material U.S. Federal Income Tax Consequences”), Section 14 (“Extension of the Offer; Termination; Amendment”) and Schedule B (“Addenda for Employees Residing Outside the U.S.”) of the Amended and Restated Offer to Exchange is incorporated herein by reference.

(b)    Purchases.  The information set forth in Section 10 (“Interests of Directors and Officers; Transactions and Arrangements Involving Eligible Options”) of the Amended and Restated Offer to Exchange is incorporated herein by reference.

Item 5.    Past Contacts, Transactions, Negotiations and Agreements.

Item 5 of the Schedule TO is hereby amended in its entirety to read as follows:

(a)    Agreements Involving the Subject Company’s Securities.  The information set forth in Section 8 (“Source and Amount of Consideration; Terms of New Options”) and Section 10 (“Interests of Directors and Officers; Transactions and Arrangements Involving Eligible Options”) of the Amended and Restated Offer to Exchange is incorporated herein by reference.

Item 6.    Purposes of the Transaction and Plans or Proposals.

Item 6 of the Schedule TO is hereby amended in its entirety to read as follows:

(a)    Purposes.  The information set forth in Section 2 (“Purpose of the Offer”) of the Amended and Restated Offer to Exchange is incorporated herein by reference.

(b)    Use of Securities Acquired.  The information set forth in Section 5 (“Acceptance of Eligible Option Grants for Exchange and Cancellation and Issuance of New Options”) and Section 11 (“Status of Eligible Option Grants Acquired by Us in the Offer; Accounting Consequences of the Offer”) of the Amended and Restated Offer to Exchange is incorporated herein by reference.

(c)    Plans.  The information set forth in Section 2 (“Purpose of the Offer”), of the Amended and Restated Offer to Exchange is incorporated herein by reference.

Item 7.    Source and Amount of Funds or Other Consideration.

Item 7 of the Schedule TO is hereby amended in its entirety to read as follows:

(a)    Source of Funds.  The information set forth in Section 8 (“Source and Amount of Consideration; Terms of New Options”) and Section 15 (“Fees and Expenses”) of the Amended and Restated Offer to Exchange is incorporated herein by reference.

(b)    Conditions.  The information set forth in Section 6 (“Conditions of the Offer”) of the Amended and Restated Offer to Exchange is incorporated herein by reference.

(c)    Borrowed Funds.  Not applicable.

Item 8.    Interest in Securities of the Subject Company.

Item 8 of the Schedule TO is hereby amended in its entirety to read as follows:

(a)    Securities Ownership.  The information set forth in Section 10 (“Interests of Directors and Officers; Transactions and Arrangements Involving Eligible Options”) of the Amended and Restated Offer to Exchange is incorporated herein by reference.

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(b)    Securities Transactions.  The information set forth in Section 10 (“Interests of Directors and Officers; Transactions and Arrangements Involving Eligible Options”) of the Amended and Restated Offer to Exchange is incorporated herein by reference.

Item 9.    Persons/Assets, Retained, Employed, Compensated or Used.

Item 9 of the Schedule TO is hereby amended in its entirety to read as follows:

(a)    Solicitations or Recommendations.  The information set forth in Section 15 (“Fees and Expenses”) of the Amended and Restated Offer to Exchange is incorporated herein by reference.

Item 10.    Financial Statements.

Item 10 of the Schedule TO is hereby amended in its entirety to read as follows:

(a)    Financial Information.  The information set forth in Section 9 (“Information About Us”) and Section 16 (“Additional Information”) of the Amended and Restated Offer to Exchange, and on pages 1 through 8 of the Company’s Quarterly Report on Form 10-Q for its fiscal quarter ended March 31, 2002 and in the financial statements filed with its Annual Report on Form 10-K for its fiscal year ended December 31, 2001 is incorporated herein by reference.

(b)    Pro Forma Information.  Not applicable.

Item 11.    Additional Information.

Item 11 of the Schedule TO is hereby amended in its entirety to read as follows:

(a)    Agreements, Regulatory Requirements and Legal Proceedings.  The information set forth in Section 10 (“Interests of Directors and Officers; Transactions and Arrangements Involving Eligible Options”) and Section 12 (“Legal Matters; Regulatory Approvals”) of the Amended and Restated Offer to Exchange is incorporated herein by reference.

(b)    Other Material Information.  Not applicable.

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Item 12.    Exhibits.

Item 12 of the Schedule TO is hereby amended in its entirety to read as follows:

(a)(1)(A)	Amended and Restated Offer to Exchange dated July 19, 2002.
(a)(1)(B)	Amended and Restated Form of Election Form.
(a)(1)(C)	Amended and Restated Form of Notice of Withdrawal.
(a)(1)(D)	Amended and Restated Form of Confirmation of Receipt of Election Form.
(a)(1)(E)	Amended and Restated Form of Confirmation of Receipt of Notice of Withdrawal.
(a)(1)(F)	Amended and Restated Form of Reminder of Expiration Date.
(a)(1)(G)	E-Mail dated June 24, 2002 from Richard N. Nottenburg to Option Holders located in the United
	States and Europe.***
(a)(1)(H)	Transcript of presentation regarding Stock Option Exchange Program.***
(a)(1)(I)	Press Release dated June 24, 2002.***
(a)(1)(J)	E-Mail dated July 19, 2002 from Richard N. Nottenburg to Option Holders located in the United
	States and Europe.
(a)(1)(K)	Transcript of presentation regarding the revised Stock Option Exchange Program.
(a)(1)(L)	Press Release dated July 19, 2002.
(b)	Not applicable.
(d)(1)	Multilink Technology Corporation 1998 Stock Option Plan, as amended.*
(d)(2)	Multilink Technology Corporation 1999 Stock Option Plan, as amended.*
(d)(3)	Multilink Technology Corporation 2000 Stock Incentive Plan, as amended.*
(d)(4)	Form of Stock Option Agreement, pursuant to the Company’s 2000 Stock Incentive Plan.***
(d)(5)	Amended and Restated Voting Trust Agreement entered into between Multilink Technology
	Corporation, Dr. Nottenburg and Dr. Albers on March 8, 1999.**
(d)(6)	Amended and Restated Investors’ Rights Agreement entered into between Multilink Technology
	Corporation and certain of its shareholders on March 31, 2000.**
(g)	Not applicable.
(h)	Not applicable.

* Incorporated by reference to the Company’s amended Registration Statement on Form S-1 (Registration  No. 333-47376) filed with the Securities and Exchange Commission on May 18, 2001.

** Incorporated by reference to the Company’s Registration Statement on Form S-1 (Registration No. 333-47376) filed with the Securities and Exchange Commission on October 5, 2000.

*** Previously filed.

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Item 13.    Information Required by Schedule 13E-3.

Not applicable.

SIGNATURE

After due 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.

MULTILINK TECHNOLOGY CORPORATION
By:	/s/    RICHARD N. NOTTENBURG
	Richard N. Nottenburg President, Chief Executive Officer and Co-Chairman

Date: July 19, 2002

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INDEX TO EXHIBITS

Exhibit Number	Description
(a)(1)(A)	Amended and Restated Offer to Exchange dated July 19, 2002.
(a)(1)(B)	Amended and Restated Form of Election Form.
(a)(1)(C)	Amended and Restated Form of Notice of Withdrawal.
(a)(1)(D)	Amended and Restated Form of Confirmation of Receipt of Election Form.
(a)(1)(E)	Amended and Restated Form of Confirmation of Receipt of Notice of Withdrawal.
(a)(1)(F)	Amended and Restated Form of Reminder of Expiration Date.
(a)(1)(G)	E-Mail dated June 24, 2002 from Richard N. Nottenburg to Option Holders located in the United States and Europe.***
(a)(1)(H)	Transcript of presentation regarding Stock Option Exchange Program.***
(a)(1)(I)	Press Release dated June 24, 2002.***
(a)(1)(J)	E-Mail dated July 19, 2002 from Richard N. Nottenburg to Option Holders located in the United States and Europe.
(a)(1)(K)	Transcript of presentation regarding Stock Option Exchange Program.
(a)(1)(L)	Press Release dated July 19, 2002.
(d)(1)	Multilink Technology Corporation 1998 Stock Option Plan, as amended.*
(d)(2)	Multilink Technology Corporation 1999 Stock Option Plan, as amended.*
(d)(3)	Multilink Technology Corporation 2000 Stock Incentive Plan, as amended.*
(d)(4)	Form of Stock Option Agreement, pursuant to the Company’s 2000 Stock Incentive Plan.***
(d)(5)	Amended and Restated Voting Trust Agreement entered into between Multilink Technology Corporation, Dr. Nottenburg and Dr. Albers on March 8, 1999.**
(d)(6)	Amended and Restated Investors’ Rights Agreement entered into between Multilink Technology Corporation and certain of its shareholders on March 31, 2000.**

* Incorporated by reference to the Company’s Registration Statement on Form S-1 (Registration No. 333-47376) filed with the Securities and Exchange Commission on May 18, 2001.

** Incorporated by reference to the Company’s Registration Statement on Form S-1 (Registration No. 333-47376) filed with the Securities and Exchange Commission on October 5, 2000.

*** Previously filed.

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