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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): May 22, 2000
E-TEK DYNAMICS, INC.
(Exact name of registrant as specified in charter)
Delaware 000-25103 59-2337308
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
1865 Lundy Avenue, San Jose, California
(Address of principal executive offices)
95131
(Zip Code)
Registrant's telephone number, including area code: (408) 546-5000
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ITEM 5. OTHER EVENTS
On May 19, 2000 the Board of Directors of E-TEK Dynamics, Inc. elected
to grant voting rights in E-TEK to the outstanding Series A Exchangeable Shares
("Exchangeable Shares") (other than E-TEK and its subsidiaries) of E-TEK's
partially-owned subsidiary Lundy Technology Co., an unlimited company formed
under the laws of Nova Scotia (the "Holders").
In connection therewith, the Board of Directors designated a new series
of Preferred Stock, Special Voting Preferred Stock, and issued and sold one
share of Special Voting Preferred Stock to a trustee (the "Trustee") of a
Voting Trust, pursuant to a Voting Trust Agreement dated May 23, 2000. The
Special Voting Stock is entitled to a number of votes for the election of
directors and all matters submitted to E-TEK stockholders equal to the number
of votes a holder of Exchangeable Shares would be entitled to if all such
Exchangeable Shares at the record date for determination of the stockholder
entitled to vote on such matters (or, if no such record date is established, at
the date such vote is taken or any written consent of the stockholders is
solicited) were exchanged for shares of E-TEK pursuant to the terms of the
Exchangeable Shares. The Special Voting Stock has no dividend or conversion
rights, is not redeemable, and shall receive in a liquidation $1.00 together
with payment to holders of common stock and any other class of stock ranking
equally with the Special Voting Preferred Stock, in preference to any payment
to holders of any stock ranking junior to the Special Voting Preferred Stock.
The Special Voting Preferred Stock will automatically be deemed cancelled at
such time as there are no Exchangeable Shares of Lundy outstanding which are
held of record by Holders other than E-TEK.
The Voting Trust Agreement provides that the Trustee shall vote the
shares on the basis of instructions received from the Holders, in proportion to
their holdings of Exchangeable Shares.
This description of the Special Voting Preferred Stock is a summary only
and is qualified in its entirety by reference to the Certificate of Designations
of the Special Voting Preferred Stock, a copy of which is attached hereto as an
Exhibit.
On June 22 2000, E-TEK Dynamics, Inc. announced that it and JDS Uniphase
Corporation entered into a consent decree with the United States Department of
Justice which provides that the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, has been terminated with respect
to E-TEK's proposed merger with Rainbow Acquisition, Inc., a wholly owned
subsidiary of JDS Uniphase. A press release describing the terms of the consent
decree and the Stipulation and Order and proposed Final Judgment are attached as
exhibits hereto and incorporated by reference herein. The merger remains subject
to approval by E-TEK stockholders and other customary conditions to closing.
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In addition, Michael Fitzpatrick announced on June 26, 2000 that he has
elected not to join the Board of Directors of JDS Uniphase upon the closing of
the merger. Mr. Fitzpatrick intends to assist E-TEK following the closing in its
integration with JDS Uniphase.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits.
<TABLE>
<CAPTION>
Exhibit
Number Document
------ --------
<S> <C>
3.1 Certificate of Designations of the Special Voting Preferred Stock
3.2 Certificate of Incorporation
99.1 Press Release entitled "JDS Uniphase Receives U.S. Justice Department
Clearance for merger with E-TEK Dynamics"
99.2 Stipulation and Order
99.3 Proposed Final Judgment
</TABLE>
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Dated: June 26,2000 E-TEK DYNAMICS, INC.
By: /s/ Sanjay Subhedar
Sanjay Subhedar
Chief Operating Officer and Chief
Financial Officer
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Document
------ --------
<S> <C>
3.1 Certificate of Designations of the Special Voting Preferred Stock
3.2 Certificate of Incorporation
99.1 Press Release entitled "JDS Uniphase Receives U.S. Justice Department
Clearance for merger with E-TEK Dynamics"
99.2 Stipulation and Order
99.3 Proposed Final Judgment
</TABLE>
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