8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISISSION

WASHINGTON, DC 20549

FORM 8-K

_________________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report: 4/10/06

(Date of Earliest Event Reported)

DICON FIBEROPTICS, INC.

(Exact Name of Registrant as Specified in Its Charter)

California

(State or Other Jurisdiction of Incorporation or Organization)

000-49939	94-3006185
(Commission File Number)	(IRS Employer Identification No.)
1689 Regatta Blvd.
Richmond, California	94804
(Address of Principal Executive Offices)	(Zip Code)

(510) 620-5000

(Registrant’s Telephone Number, Including Area Code)

_________________________

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

____________________________________________________________________________________________________________

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INFORMATION TO BE INCLUDED IN THE REPORT

Item 1.01. Entry into a Material Definitive Agreement.

On April 10, 2006, DiCon Fiberoptics, Inc. entered into a Loan Modification and Extension Agreement and Amendment to Promissory Note (“Loan Modification”) and a Modification of Construction Trust Deed (“Trust Deed”) with Cathay Bank, both effective as of April 5, 2006.

The Loan Modification and Trust Deed extended the final payment date of the loan from October 20, 2007, to October 20, 2017, decreased the interest rate on the loan from the Index to the Index minus 1%, and released a parcel of vacant land of approximately 5.88 acres from the lien of the Trust Deed.

The Loan Modification and Trust Deed are attached to this Form 8-K as Exhibits 10.3.4 and 10.3.5, respectively.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.	Description
10.3.4	Loan Modification and Extension Agreement and Amendment to Promissory Note dated as of April 5, 2006, with Cathay Bank.
10.3.5	Modification of Construction Trust Deed dated as of April 5, 2006, with Cathay Bank.

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SIGNATURES

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 hereunto duly authorized.

		DICON FIBEROPTICS, INC. (Registrant)
Date:	April 10, 2006	By:	/s/ Ho-Shang Lee
			(Signature)
		Name:	Ho-Shang Lee
		Title:	President and Chief Executive Officer
			(principal executive and financial officer)

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EXHIBIT INDEX

Exhibit No.	Description
10.3.4	Loan Modification and Extension Agreement and Amendment to Promissory Note dated as of April 5, 2006, with Cathay Bank.
10.3.5	Modification of Construction Trust Deed dated as of April 5, 2006, with Cathay Bank.

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EX-10.34

EXHIBIT 10.3.4

Loan Number 610050161

Date:April 5, 2006

LOAN MODIFICATION AND EXTENSION AGREEMENT

AND

AMENDMENT TO PROMISSORY NOTE

1.   The Loan. DICON FIBEROPTICS, INC., a California corporation (“Borrower”), is indebted to CATHAY BANK, a California banking corporation (“Lender”), under the terms of a Promissory Note dated November 20, 2001 in the original principal amount of $27,000,000.00 (the “Loan”) and issued under the terms of a Term Loan Agreement dated November 20, 2001, which Promissory Note and Term Loan Agreement were modified pursuant to the Loan Modification and Extension Agreement and Amendment to Promissory Note dated June 28, 2004 (such Promissory Note as so amended is hereinafter referred to as the “Note” and such Term Loan Agreement as so amended is hereinafter referred to as the “Term Loan Agreement”). The Note is an extension and renewal of a Construction Loan Promissory Note dated August 24, 2000. As of March 23, 2006, the unpaid principal balance of the Loan is $9,957,051.51, and interest has been paid to March 20, 2006. The Loan is evidenced by the Note and is secured by a Construction Trust Deed dated August 24, 2000 that was recorded in the Official Records of Contra Costa County, California (the “Official Records”), on August 25, 2000 as Document No. 2000-0182834-00, as modified by a Modification of Construction Trust Deed dated November 20, 2001 and recorded in the Official Records on November 27, 2001 as Document No. 2001-0361073-00 and a Modification of Construction Trust Deed dated June 28, 2004 and recorded in the Official Records on September 3, 2004 as Document No. 2004-0342993-00 (such Construction Trust Deed as so modified, hereinafter referred to as the “Trust Deed”).

2.   Extension of Maturity Date. Borrower and Lender hereby agree to extend the Final Payment Date of the Loan under the terms of the Note from October 20, 2007 to October 20, 2017, with a corresponding increase in the number of monthly payments.

3.   Decrease in Interest Rate. The interest rate to be applied to the unpaid principal balance of the Note is changed from the Index to the Index minus 1.0%. There shall be no floor rate of interest; all other interest rates remain unchanged.

4.   Partial Release and Reconveyance from Trust Deed. Notwithstanding anything in the Term Loan Agreement, the Note or the Trust Deed to the contrary, simultaneously with the execution and delivery of this Agreement Lender will grant a partial reconveyance from the lien or charge of the Trust Deed with respect to that parcel of vacant land of approximately 5.88 acres described as Lot 1 of Parcel Map MS 753-04 filed December 14, 2005, Book 195 of Maps, page 26, Official Records, together with all appurtances thereto. Borrower shall pay all costs of executing and recording the reconveyance.

5.   Modification to the Trust Deed. The Trust Deed shall be further modified to contain partial release provisions in accordance with paragraph 4 above.

6.   No Waiver. By entering into this Agreement and except as set forth herein, Lender does not waive any default, now existing or hereafter occurring, in the loan documents. Any waiver or forbearance granted by Lender does not obligate Lender to grant any other or further waiver or forbearance. Consent by Lender to this Agreement does not waive Lender’s right to require performance of Borrower’s obligations as modified hereby.

7.   Continuing Validity and Liability. Except as expressly modified or changed by this Agreement, the obligations under the Note and loan documents, including all agreements evidencing or securing the Note and loan documents, remain in full force and effect. This Agreement modifies the terms of an existing Note and loan documents and is not a novation.

8.   General. This Agreement and the existing loan documents constitute a single integrated written contract expressing the entire agreement of the parties relative to the subject matter hereof. If any provision of this Agreement is found to be illegal, invalid or unenforceable under present or future laws effective during the term of this Agreement, such provisions shall be fully severable; this Agreement shall be construed and enforced as if such provision never comprised a part of this Agreement; and the remaining provisions hereof shall not be affected by the illegal, invalid or unenforceable provision or by its severance. At request of Lender, Borrower shall execute and deliver such further documents and do such other things, as Lender may reasonably require, in order to effect the purposes and enforceability of this Agreement and the loan documents and to obtain and continue any security interests and the perfection and priority of any security interests in the collateral. All terms, which are not defined in this Agreement, have the meaning given them in the existing loan documents. In the event of any conflict or inconsistency between the terms, conditions and provisions of this Agreement and the loan documents, this Agreement shall prevail. Headings in this Agreement are for convenience only and shall not affect the construction or interpretation of this Agreement.

THIS LOAN MODIFICATION AND EXTENSION AGREEMENT AND AMENDMENT TO PROMISSORY NOTE IS ENTERED INTO AS OF THE DATE FIRST SET FORTH ABOVE.

Borrower:DICON FIBEROPTICS, INC.,

a California corporation

By: /s/ Ho-Shang Lee

Name: Ho-Shang Lee

Title: President

Lender:CATHAY BANK,

a California banking corporation

By: /s/ Eddie Chang

Name: Eddie Chang

Title: S.V.P. & Manager

EX-10.35

EXHIBIT 10.3.5

RECORDATION REQUESTED BY:

Cathay Bank

Real Estate Department

250 S. Atlantic Blvd., 2nd Floor

Monterey Park, CA 91754

WHEN RECORDED MAIL TO:

Cathay Bank

Real Estate Department

250 S. Atlantic Blvd., 2nd Floor

Monterey Park, CA 91754

Attn: Angela Hui

Re: Loan No. RE-610050161

SPACE ABOVE THIS LINE IS FOR RECORDER’S USE ONLY

________________________________________________________________________________________________________________

MODIFICATION OF CONSTRUCTION TRUST DEED

THIS MODIFICATION OF CONSTRUCTION TRUST DEED IS DATED AS OF April 5, 2006, between DICON FIBEROPTICS, INC., a California corporation, whose address is 1689 Regatta Blvd., Richmond, CA 94804 (referred to below as “Trustor”), and CATHAY BANK, a California banking corporation, whose address is 777 North Broadway, Los Angeles, CA 90012 (referred to below as “Lender”). The purpose of this Modification is to reflect the extension of the term of the loan secured by the Deed of Trust (as defined below), a decrease in the interest rate to be applied to the unpaid principal balance of the Note (as defined below), and an agreement between Trustor and Lender with respect to the conditions under which Lender will release and reconvey a portion of the Real Property (as defined below).

Deed of Trust. Trustor executed in favor of Lender as beneficiary a Construction Trust Deed dated August 24, 2000 that was recorded in the Official Records of the County of Contra Costa, California (the “Official Records”), on August 25, 2000 as Document Number 2000-0182834-00, as modified by a Modification of Construction Trust Deed dated November 20, 2001 and recorded in the Official Records on November 27, 2001 as Document Number 2001-0361073-00 and a Modification of Construction Trust Deed dated June 28, 2004 and recorded in the Official Records on September 3, 2004 as Document No. 2004-0342993-00 (such Construction Trust Deed as so modified, the “Deed of Trust”), covering that certain real property located in the City of Richmond, County of Contra Costa, State of California, as more particularly described on Exhibit “A” attached hereto (the “Real Property”). Capitalized terms used but not defined herein shall have the respective meanings assigned to them in the Deed of Trust.

Modifications. Trustor and Lender hereby modify and amend the Deed of Trust as follows:

1.Agreement for Partial Release. Notwithstanding anything to the contrary in the Deed of Trust or in the Term Loan Agreement between Trustor and Lender dated November 20, 2001, as amended by that certain Loan Modification and Extension Agreement and Amendment to Promissory Note between the parties dated June 28, 2004 and that certain Loan Modification and Extension Agreement and Amendment to Promissory Note dated as of even date herewith (such Term Loan Agreement as so amended, the “Term Loan Agreement”), simultaneously with the execution and delivery of this Modification Lender will grant partial reconveyance from the lien or charge of the Deed of Trust for the approximately 5.88 acres of vacant land described on Exhibit “B” attached hereto, together with all appurtances thereto. Trustor shall pay all costs of executing and recording the partial reconveyance.

2.Definition of Note. The definition of the term “Note” is modified to read in its entirety as follows: The word “Note” means the promissory note dated November 20, 2001, in the principal amount of $27,000,000.00 from Trustor to Lender, which note is an extension and renewal of the Construction Loan Promissory Note dated August 24, 2000, as such promissory note is amended and extended by that certain Loan Modification and Extension Agreement and Amendment to Promissory Note dated June 28, 2004 and that certain Loan Modification and Extension Agreement and Amendment to Promissory Note dated as of even date herewith; together with all renewals, extensions, modifications, refinancings, and substitutions for such promissory note as so amended and extended. NOTICE TO TRUSTOR: THE PROMISSORY NOTE CONTAINS A VARIABLE INTEREST RATE.

3.Securing Clause. The “securing” clause of the Deed of Trust is modified to include the obligations of the Note and the Term Loan Agreement as defined in paragraph 1 above among the obligations secured by the Deed of Trust.

4.Continuing Validity. Except as expressly modified above, the terms of the Deed of Trust shall remain unchanged and in full force and effect. Consent by Lender to this Modification does not waive Lender’s right to require strict performance of the Deed of Trust as modified above nor obligate Lender to make any future modifications. Nothing herein shall constitute a satisfaction of the promissory note or loan agreement secured by the Deed of Trust.

TRUSTOR ACKNOWLEDGES HAVING READ ALL OF THE PROVISIONS OF THIS MODIFICATION OF CONSTRUCTION TRUST DEED AND AGREES TO ITS TERMS. This Modification is dated as of the date first set forth above.

TRUSTOR:

DICON FIBEROPTICS, INC.,

a California corporation

By: /s/ Ho-Shang Lee

Name: Ho-Shang Lee

Title: President

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__________________________________________________________________________

CERTIFICATE OF ACKNOWLEDGEMENT

STATE OF CALIFORNIA)

) ss.

COUNTY OF _______________)

On this _____ day of ________, 2006, before me, ____________________, the undersigned Notary Public, personally appeared Ho-Shang Lee, personally known to me or proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

WITNESS my hand and official seal.

__________________________

Notary Public

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EXHIBIT “A”

(Legal Description of the Real Property)

PARCEL ONE

Lot 1 and 2, of Parcel Map MS 753-04 Filed December 14, 2005, Book 195 of Maps, page 26 Contra Costa Records.

PARCEL TWO

A Non-Exclusive Easement For Irrigation Water Lines And Fire Lines, Appurtenant To Parcel One Hereinabove Described Over Undefined Portions of Lot 3 of Said Parcel Map And As Said Easement Is More Particularly Defined In The Owner’s Statement on Said Parcel Map

PARCEL THREE

A Non-Exclusive Easement For Telecommunication Facilities, Appurtenant To Parcel One Hereinabove Described Over That Portion of Lot 3 of Said Parcel Map Designated As “15’ Private Utility Easement” on Said Parcel Map MS 753-04

PARCEL FOUR

A Non-Exclusive Easement For Private Sanitary Sewers, Appurtenant To Parcel One Hereinabove Described Over That Portion of Lot 3 of Said Parcel Map Designated As “10’ P.S.S.E.” on Said Parcel Map MS 753-04

EXHIBIT “B”

(Legal Description of the Release Property)

PARCEL ONE

Lot 1, of Parcel Map MS 753-04 Filed December 14, 2005, Book 195 of Maps, page 26 Contra Costa Records.

PARCEL TWO

A Non-Exclusive Easement For Irrigation Water Lines And Fire Lines, Appurtenant To Parcel One Hereinabove Described Over Undefined Portions of Lot 3 of Said Parcel Map And As Said Easement Is More Particularly Defined In The Owner’s Statement on Said Parcel Map

PARCEL THREE

A Non-Exclusive Easement For Telecommunication Facilities, Appurtenant To Parcel One Hereinabove Described Over That Portion of Lot 3 of Said Parcel Map Designated As “15’ Private Utility Easement” on Said Parcel Map MS 753-04

PARCEL FOUR

A Non-Exclusive Easement For Private Sanitary Sewers, Appurtenant To Parcel One Hereinabove Described Over That Portion of Lot 3 of Said Parcel Map Designated As “10’ P.S.S.E.” on Said Parcel Map MS 753-04