OCPI Buys Back Execs' Stock

CHATSWORTH, Calif. -- Optical Communication Products, Inc. (Nasdaq: OCPI - News), a manufacturer of fiber optic subsystems and modules for metropolitan area networks, local area networks and storage area networks, today announced that it purchased in a private sale 829,746 shares of its Class A common stock from Muoi Van Tran, OCP's Chief Executive Officer and President, and 536,833 shares of Class A common stock from Mohammad Ghorbanali, OCP's Chief Operating Officer and Vice President of Technical Operations.

These shares represented approximately 4.8% of each of Dr. Tran's and Mr. Ghorbanali's respective beneficial ownership of OCP's Class A common stock. In each case, the purchase price was $0.96 per share, representing a 12% discount relative to the closing price of OCP's stock on May 1, 2003, resulting in an aggregate cash payment by OCP of $1,311,915.84. Following the purchase, Dr. Tran and Mr. Ghorbanali continued to beneficially hold approximately 14.3% and 9.3%, respectively, of OCP's common stock. The purchases were funded from available working capital, and the repurchased shares will be held in treasury or used for ongoing stock issuances such as issuances under employee stock plans.

The share purchase was approved by OCP's board of directors at its regular meeting held on April 25, 2003 on the basis that the purchase price be at the lower of the closing price of OCP's stock on April 25, 2003, or May 1, 2003 (three business days after the announcement on April 28, 2003 of OCP's financial results for the quarter ended March 31, 2003).

The shares sold to OCP in these transactions were acquired by Dr. Tran and Mr. Ghorbanali in May 2003 upon the exercise of non-qualified stock options granted to them in June 1993. These options would have expired in June 2003 had they not been exercised by Dr. Tran and Mr. Ghorbanali. Dr. Tran and Mr. Ghorbanali realized a taxable gain upon exercise of these options. Accordingly, they informed OCP that they would be compelled to sell these shares in the open market to generate income to pay their taxes. In determining whether to purchase these shares from Dr. Tran and Mr. Ghorbanali, the board concluded that an investment in OCP's shares at this time was an appropriate and suitable investment for OCP given the purchase price of the shares relative to the current and historical price of OCP's stock and OCP's current cash position. Under these circumstances, OCP's board determined that it was in the best interests of OCP and its stockholders to purchase, in a private sale, a portion of Dr. Tran's and Mr. Ghorbanali's shares at a price of $0.96 per share or less.

Optical Communication Products Inc. (OCPI)