OPLK (MM)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

(Rule 14d-101)

Solicitation/Recommendation Statement Under Section 14(d)(4)

of the Securities Exchange Act of 1934

(Amendment No. 5)

Oplink Communications, Inc.

(Name of Subject Company)

Oplink Communications, Inc.

(Name of Person Filing Statement)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

68375Q403

(CUSIP Number of Class of Securities)

Stephen M. Welles

Senior Vice President and General Counsel

46335 Landing Parkway

Fremont, CA 94538

(510) 933-7200

(Name, Address and Telephone Number of Person Authorized to Receive Notices and

Communications on Behalf of Person Filing Statement)

Copy to:

Scott A. Anthony, Esq.

Jack S. Bodner, Esq.

Covington & Burling LLP

333 Twin Dolphin Drive

Suite 700

Redwood Shores, CA 94065-1418

(650) 632-4700

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

This Amendment No. 5 (this “Amendment”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 of Oplink Communications, Inc., a Delaware corporation (“Oplink”), initially filed with the Securities and Exchange Commission (the “SEC”) on November 24, 2014 (together with any amendments and supplements thereto, including Amendment No. 1 filed with the SEC on December 3, 2014, Amendment No. 2 filed with the SEC on December 5, 2014, Amendment No. 3 filed with the SEC on December 8, 2014, Amendment No. 4 filed with the SEC on December 10, 2014 and this Amendment, the “Schedule 14D-9”). The Schedule 14D-9 relates to the cash tender offer by Koch Optics, Inc., a Delaware corporation (the “Purchaser”) and an indirect wholly-owned subsidiary of Koch Industries, Inc., a Kansas corporation (the “Parent”), to purchase all of the issued and outstanding shares of common stock, par value $0.001 per share, and the associated preferred share purchase rights (collectively, the “Shares”), of Oplink, at a purchase price of $24.25 per share, net to the seller in cash, without interest, subject to any withholding of taxes required by applicable law, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 24, 2014, and in the related Letter of Transmittal, copies of which were filed with the Schedule 14D-9 and incorporated by reference as Exhibits (a)(1) and (a)(2) thereto, and are incorporated herein by reference.

Capitalized terms used, but not otherwise defined, in this Amendment shall have the meanings ascribed to them in the Schedule 14D-9. The information in the Schedule 14D-9 is incorporated into this Amendment by reference to all applicable items in the Schedule 14D-9, except that such information is hereby amended and supplemented to the extent specifically provided herein.

Item 3. Past Contacts, Transactions, Negotiations and Agreements.

Item 3 of the Schedule 14D-9 is hereby amended and supplemented by deleting the language “the business day immediately prior to the anticipated Effective Time” in the second sentence in the section entitled “ESPP” and replacing it with “December 17, 2014.”

Item 9. Exhibits.

Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding the following exhibits:

2

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.

3

Exhibit 99.(a)(13)

OPLINK COMMUNICATIONS, INC.

Notice to Holders of Options (UPDATED)

December 11, 2014

You are receiving this notice because you hold options (“Options”) to purchase shares of common stock (“Shares”) of Oplink Communications, Inc. (the “Company” or “Oplink”), which were granted under and pursuant to the Company’s 2000 Equity Incentive Plan or 2009 Equity Incentive Plan (each, a “Plan,” and collectively, the “Plans”).

We previously sent you a “Notice to Holders of Options” dated December 5, 2014 (the “Prior Notice”). Please read this updated notice carefully, as it contains an important update relating to your Options.

On November 18, 2014, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Koch Industries, Inc. (“Parent”) and Koch Optics, Inc. (“Purchaser”). As a result of the Merger Agreement, on November 24, 2014, Purchaser launched a cash tender offer (the “Offer”) to purchase all of the Company’s issued and outstanding common stock.

Following the expiration of the Offer and assuming the satisfaction or waiver of the conditions to Purchaser’s obligation to accept and pay for Shares tendered in the Offer and the conditions to the parties’ obligations to consummate the merger of the Company with Parent (the “Merger”), the Company will become an indirect wholly-owned subsidiary of Parent.

As discussed in the Prior Notice, you may exercise any of your vested Options by completing an exercise notice and paying the exercise price set forth in your option agreement(s), subject to the restriction set forth below. If you wish to exercise your vested Options, you must do so no later than 5:00 p.m., Pacific Time, on December 17, 2014.

If you do not exercise your Options by 5:00 p.m., Pacific Time, on December 17, 2014, your outstanding Options will automatically be cancelled on the Effective Time and you will receive the cash payment, if any, described in the Prior Notice.

Other than the December 17, 2014 cut-off to exercise your vested Options, the information contained in the Prior Notice has not changed.

Please submit any questions you have regarding this notice to Trina Long.

Additional Information and Where to Find It

This communication is provided for informational purposes only. No statement in this document is an offer to purchase or a solicitation of an offer to sell securities. Any offers to purchase or solicitation of offers to sell will be made only pursuant to the Tender Offer Statement on Schedule TO (including the Offer to Purchase, the Letter of Transmittal and other documents relating to the Offer) that Parent and Purchaser, a wholly-owned subsidiary of Parent, filed with the Securities and Exchange Commission (the “SEC”) on November 24, 2014. In addition, Oplink filed a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer on November 24, 2014. You are advised to read these documents, any amendments to these documents and any other documents relating to the Offer that are filed with the SEC carefully and in their entirety because they contain important information, including the terms and conditions of the Offer. Such documents have been made available to Oplink’s shareholders at no expense to them at www.oplink.com. In addition, you may obtain copies of these documents (and all other Offer documents filed with the SEC) at no charge on the SEC’s Web site: www.sec.gov.

2

Exhibit 99.(a)(14)

OPLINK COMMUNICATIONS, INC.

Notice of Suspension and Termination of

Employee Stock Purchase Plan (UPDATED)

December 11, 2014

On November 18, 2014, Oplink Communications, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Koch Industries, Inc. (“Parent”) and Koch Optics, Inc. (“Purchaser”), which, if completed, will result in the Company becoming an indirect wholly-owned subsidiary of Parent (the “Merger”). Pursuant to the terms of the Merger Agreement, Purchaser commenced a cash tender offer on November 24, 2014 (the “Offer”), to purchase all of the Company’s issued and outstanding common stock for $24.25 per share. The anticipated closing date of the Merger is Tuesday, December 23, 2014.

We previously sent you a “Notice of Suspension and Termination of Employee Stock Purchase Plan” dated December 5, 2014 (the “Prior Notice”). Please read this updated notice carefully, as it contains an important update relating to your current participation in the Oplink Communications, Inc. Amended and Restated 2000 Employee Stock Purchase Plan (the “ESPP”).

As discussed in the Prior Notice, you will have one last opportunity to purchase shares of common stock of the Company under the ESPP before it is suspended. The current offering under the ESPP will end on a new purchase date (the “New Purchase Date”), which, for administrative purposes, will now be December 17, 2014 (and NOT the business day immediately preceding the actual closing date of the Merger as described in the Prior Notice).  On the New Purchase Date, your accumulated payroll deductions will automatically be applied to purchase shares of common stock of the Company (the “Final Purchase”), unless you have withdrawn from participation in the ESPP before the Final Purchase.

Again, the Final Purchase will now occur on December 17, 2014. Other than the change to the New Purchase Date, the information contained in the Prior Notice has not changed.

Please submit any questions you have regarding this notice to Trina Long.

Additional Information and Where to Find It

This communication is provided for informational purposes only. No statement in this document is an offer to purchase or a solicitation of an offer to sell securities. Any offers to purchase or solicitation of offers to sell will be made only pursuant to the Tender Offer Statement on Schedule TO (including the Offer to Purchase, the Letter of Transmittal and other documents relating to the Offer) that Parent and Purchaser, a wholly-owned subsidiary of Parent, filed with the Securities and Exchange Commission (the “SEC”) on November 24, 2014. In addition, Oplink filed a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer on November 24, 2014. You are advised to read these documents, any amendments to these documents and any other documents relating to the Offer that are filed with the SEC carefully and in their entirety because they contain important information, including the terms and conditions of the Offer. Such documents have been made available to Oplink’s shareholders at no expense to them at www.oplink.com. In addition, you may obtain copies of these documents (and all other Offer documents filed with the SEC) at no charge on the SEC’s Web site: www.sec.gov.