8-K

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

____________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 7, 2016

ALLIANCE FIBER OPTIC PRODUCTS, INC.(Exact name of registrant as specified in its charter)

Delaware	0-31857	77-0554122
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

275 Gibraltar Drive, Sunnyvale, California	94089
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (408) 736-6900

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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On April 7, 2016, Alliance Fiber Optic Products, Inc. (“AFOP”) issued a press release announcing certain preliminary financial results for the first fiscal quarter ended March 31, 2016. A copy of the press release is furnished herewith as Exhibit 99.1.

Additional Information and Where to Find It

The tender offer described in this communication has not yet commenced. Neither this communication nor the information incorporated herein by reference is an offer to purchase or a solicitation of an offer to sell any shares or any other securities of AFOP. On the commencement date of the tender offer, Apricot Merger Company and Corning Incorporated will file a Tender Offer Statement on Schedule TO (“Schedule TO”), including an offer to purchase, a letter of transmittal and related documents, with the United States Securities and Exchange Commission (the “SEC”). Thereafter, AFOP will file a Solicitation/Recommendation Statement on Schedule 14D-9 (“Schedule 14D-9”) with the SEC. Security holders are urged to read, carefully and in their entirety, both the Schedule TO and the Schedule 14D-9 regarding the tender offer, each as may be amended from time to time, and any other documents relating to the tender offer that are filed with the SEC, when they become available because they will contain important information relevant to making any decision regarding tendering shares. These materials will be made available free of charge on the “Investor Relations” section of AFOP’s website at http://investor.afop.com/sec.cfm when available. In addition, all of these materials (and all other materials filed by AFOP with the SEC) will be available at no charge from the SEC through its website at www.sec.gov. Security holders may also obtain free copies of the documents filed by AFOP with the SEC by contacting Investor Relations at AFOP at 275 Gibraltar Drive, Sunnyvale, California 94089; telephone number (408) 736-6900.

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits
	99.1	Press release issued by Alliance Fiber Optic Products, Inc. dated April 7, 2016.

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.

Dated: April 7, 2016

ALLIANCE FIBER OPTIC PRODUCTS, INC.
By	/s/ Peter C. Chang
Name:   Peter C. Chang
Title:     President and Chief Executive Officer

ALLIANCE FIBER OPTIC PRODUCTS, INC.
EXHIBIT INDEX

Exhibit
Number	Description
99.1	Press release issued by Alliance Fiber Optic Products, Inc. dated April 7, 2016.

EX-99.1

Contact:
Alliance Fiber Optic Products, Inc.
Keting Lin, IR Associate
408-736-6900 x288
Email: klin@afop.com

AFOP Announces Preliminary First Quarter 2016 Revenues

Sunnyvale, CA – April 7, 2016 - Alliance Fiber Optic Products, Inc. (NASDAQ: AFOP), an innovative supplier of fiber optic components, subsystems and integrated modules for the optical network equipment market, today announced preliminary first quarter 2016 revenues of approximately $12.4 million, which is lower than previously announce guidance. As announced earlier today, AFOP also confirmed that it has entered into a definitive merger agreement under which Corning Incorporated (NYSE:GLW) will make an all-cash tender offer to acquire all of the outstanding shares of AFOP.

Additional information regarding full first quarter 2016 results will be disclosed in AFOP’s Quarterly Report on Form10-Q for the quarter ended March 31, 2016.

About AFOP

Founded in 1995, Alliance Fiber Optic Products, Inc. designs, manufactures and markets a broad range of high performance fiber optic components and integrated modules. AFOP 's products are used by leading and emerging communications equipment manufacturers to deliver optical networking systems to the long-haul, enterprise, metropolitan and last mile access segments of the communications network. AFOP offers a broad product line of passive optical components including interconnect systems, couplers and splitters, thin film CWDM and DWDM components and modules, optical attenuators, and micro-optics devices. AFOP is headquartered in Sunnyvale, California, with manufacturing and product development capabilities in the United States, Taiwan and China. AFOP's website is located at http://www.AFOP.com.

Except for the historical information contained herein, the matters set forth in this press release, including statements as to our expectations regarding preliminary first quarter 2016 revenue levels and the pending merger, are forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially, and preliminary results should not be considered as an indication of future performance. These risks and uncertainties include, but not limited to, adjustments in the company’s accounts as the result of the closing of the company’s books for the quarter, the impact of the planned acquisition of the company by Corning Incorporated on the company’s business, general economic conditions and trends, trends in demand for bandwidth, the rate of conversion from copper to fiber technology, the impact of competitive products and pricing, timely introduction of new technologies, timely design acceptance by our customers, the acceptance of new products and technologies by our customers, customer demand for our products, the timing of customer orders, loss of key customers, our ability to ramp new products into volume production, the mix of products sold and product pricing, the costs associated with running our operations, industry-wide shifts in supply and demand for optical components and modules, industry overcapacity and demand for bandwidth, the success of cost control initiatives, our ability to obtain and maintain operational efficiencies, financial stability in foreign markets, and other risks detailed from time to time in our SEC reports, including AFOP's annual report on Form 10-K for the year ended December 31, 2015. These forward-looking statements speak only as of the date hereof. AFOP disclaims any intention or obligation to update or revise any forward-looking statements.