SC 13G/A 1 y17202asc13gza.txt AMENDMENT #1 TO SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- SCHEDULE 13G (RULE 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b) (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 1)* Alliance Fiber Optic Products, Inc. -------------------------------------------------------------------------------- (Name of Issuer) Common Stock -------------------------------------------------------------------------------- (Title of Class of Securities) 018680108 ---------------------------------------- (CUSIP Number) December 31, 2005 ---------------------------------------- (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) Page 1 of 5 ---------------------------------------- * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13G CUSIP NO. 018680108 PAGE 2 OF 5 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Lloyd I. Miller, III ###-##-#### -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States -------------------------------------------------------------------------------- 5 SOLE VOTING POWER NUMBER OF 1,893,144 SHARES ---------------------------------------------- BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH REPORTING 1,479,387 PERSON ---------------------------------------------- WITH 7 SOLE DISPOSITIVE POWER 1,738,001 ---------------------------------------------- 8 SHARED DISPOSITIVE POWER 1,634,530 -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,372,531 -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.5% -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON ----------------------------------------------------------------------- IN-IA-OO** *SEE INSTRUCTIONS BEFORE FILLING OUT! ** See Item 4. Item 1(a). Name of Issuer: Alliance Fiber Optic Products, Inc. Item 1(b). Address of Issuers's Principal 275 Gibraltar Drive Executive Offices: Sunnyvale, California 94089 Item 2(a). Name of Person Filing: Lloyd I. Miller, III Item 2(b). Address of Principal Business 4550 Gordon Drive, Office or, if None, Residence: Naples, Florida 34102 Item 2(c). Citizenship: U.S.A. Item 2(d). Title of Class of Securities: Common Stock Item 2(e). CUSIP Number: 018680108 Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b) OR 13d-2(b) or (c), CHECK WHETHER THE PERSON FILING IS A: Not Applicable, this statement is filed pursuant to 13d-1(c) Item 4. OWNERSHIP: The reporting person has sole voting power with respect to 1,893,144 of the reported securities as (i) the manager of a limited liability company that is the general partner of a certain limited partnership, (ii) the trustee to a certain grantor retained annuity trust, and (iii) as an individual. The reporting person has shared voting power with respect to 1,479,387 shares of the reported securities as an investment advisor to the trustee of certain family trusts. The reporting person has sole dispositive power with respect to 1,738,001 of the reported securities as (i) the manager of a limited liability company that is the general partner of a certain limited partnership, and (ii) as an individual. The reporting person has shared dispositive power with respect to 1,634,530 of the reported securities as (i) an investment advisor to the trustee of certain family trusts, and (ii) the trustee to a certain grantor retained annuity trust. (a) 3,372,531 (b) 8.5% (c) (i) sole voting power: 1,893,144 (ii) shared voting power: 1,479,387 (iii) sole dispositive power: 1,738,001 (iv) shared dispositive power: 1,634,530 Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: Not Applicable Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON: Persons other than Lloyd I. Miller III, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the reported securities. Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY: Not Applicable Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP: Not Applicable Item 9. NOTICE OF DISSOLUTION OF GROUP: Not Applicable Item 10. CERTIFICATION: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable 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. Dated: February 9, 2006 /s/ Lloyd I. Miller, III ----------------------------- Lloyd I. Miller, III