Filed pursuant to Rule 424(b)1 of the Securities Act of 1933
PROSPECTUS
400,062 SHARES
E-TEK DYNAMICS
COMMON STOCK
The 400,062 shares of our common stock offered by this Prospectus are
being offered by certain of our stockholders.
The price at which such stockholders may sell the shares will be
determined by the prevailing market price for the shares or in negotiated
transactions. We will not receive any of the proceeds from the sale of the
shares.
Our common stock is traded on The Nasdaq Stock Market under the symbol
"ETEK." On February 11, 2000, the last sale price for our common stock as
reported on The Nasdaq Stock Market was $203 per share.
See "Risk Factors" on page 3 for a discussion of factors that should be
considered by prospective purchasers of the shares offered by this prospectus.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.
The date of this prospectus is February 11, 2000
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WHERE YOU CAN FIND MORE INFORMATION ABOUT E-TEK DYNAMICS
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any documents we file at the
SEC's public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549.
Please call the SEC at 1-800-SEC-0330 for further information on the public
reference room. Our SEC filings are also available to the public from the SEC's
Website at "http://www.sec.gov."
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and information that we file later
with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings we
will make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities and Exchange Act of 1934:
o Current report on Form 8-K filed with the SEC on January 19, 2000;
o Quarterly Report on Form 10-Q for the fiscal quarter ended October 2,
1999;
o Current report on Form 8-K filed with the SEC on September 1, 1999;
o Current report on Form 8-K filed with the SEC on July 7, 1999;
o Current report on Form 8-K/A filed with the SEC on July 30, 1999;
o Annual Report on Form 10-K for the fiscal year ended June 30, 1999; and,
o The description of our common stock contained in the Registration
Statement on Form 8-A filed with the SEC on November 24, 1998.
You may request a copy of these filings, at no cost, by writing or
telephoning our Investor Relations manager, at the following address:
E-TEK Dynamics, Inc.
1865 Lundy Avenue
San Jose, California 95131
(408) 546-5000
This prospectus is part of a registration statement we filed with the SEC.
You should rely only on the information or representations provided in this
prospectus. We have authorized no one to provide you with different information.
We are not making an offer of these securities in any state where the offer is
not permitted. You should not assume that the information in this prospectus is
accurate as of any date other than the cover of this prospectus.
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RISK FACTORS
You should carefully consider these risk factors in addition to the other
information in this Report. You should also consider the risk factors set forth
in other documents filed with the SEC, including the Form 10-Q for the period
ended January 1, 2000, the Annual Report on Form 10-K for the fiscal year ended
June 30, 1999, and the Registration Statement on Form S-1 dated August 11, 1999.
Any of these factors could have a material adverse impact on our business,
financial condition and results of operations.
Our proposed merger with JDS Uniphase Corporation involves risks and
uncertainties, and requires stockholder and regulatory approval
On January 17, 2000, we announced the signing of an agreement with JDS Uniphase
Corporation under which JDS Uniphase proposes to acquire E-TEK shares in a
merger transaction. If this transaction closes, our stockholders will receive
1.1 shares of JDS Uniphase common stock for each share of E-TEK common stock
they own, and we will become a wholly-owned subsidiary of JDS Uniphase.
Completion of this proposed transaction is subject to the approval of our
stockholders, as well as customary closing conditions and regulatory approvals.
On January 19, 2000, we filed with the SEC a press release announcing the
transaction and the merger agreement as exhibits to our Form 8-K. Those
documents contain the specific terms and conditions of the transaction. There
are no assurances that this proposed merger will occur, or that the performance
of the combined company will be favorable to our stockholders, or that the
pendency of the proposed merger will not have an adverse effect on us in the
interim.
The success of the merger between E-TEK and JDS Uniphase may require, among
other things, integration or coordination of different operational and
management teams, as well as different business processes and infrastructures.
Successful integration of the two companies will depend on a variety of factors,
including the hiring and retention of key employees, management of
geographically separate facilities, and the integration or coordination of
different research and development and product manufacturing facilities. The
diversion of management resources necessary to successfully complete this
integration or coordination may temporarily adversely impact business
operations.
It is not certain that JDS Uniphase and E-TEK can be successfully integrated in
a timely manner or at all or that any of the anticipated benefits of the merger
will be realized. Failure to do so could materially harm the business and
operating results of the combined company. Also, neither JDS Uniphase nor E-TEK
can assure you that the growth rate of the combined company will equal the
historical growth rate experienced by JDS Uniphase and E-TEK.
Customer and employee uncertainty related to the merger could harm E-TEK
Our customers may, in response to the announcement of the merger, delay or defer
purchasing decisions. Any delay or deferral in purchasing decisions by our
customers could seriously harm the business of the combined company. In
addition, existing and future strategic alliances that may be beneficial to our
success may be adversely affected as a result of E-TEK becoming a wholly owned
subsidiary of JDS Uniphase. Similarly, our employees may experience uncertainty
about their future role with the combined company until or after specific
integration plans are announced or executed. This may adversely affect our
ability to attract and retain key management, marketing and technical personnel.
If a major customer delays, reduces or defers purchases, our revenues will
decline.
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We have depended on a small number of large customers for a substantial portion
of our sales, and we expect this to continue for the foreseeable future. In the
second quarter of fiscal 2000, our three largest customers and their related
entities accounted for 56% of our revenues. Industry consolidation may reduce
the number of potential customers and increase our dependence on a small number
of customers.
Further, we do not have long-term contracts with many customers, and our
existing contracts do not obligate our customers to buy material amounts of our
products. In addition, we have recently signed contracts that require us to hold
safety stock, which results in our holding inventory and not recognizing
revenues until shipment. Therefore, sales in a particular period are difficult
to predict and we may experience unforeseen decreases in purchases,
cancellations of purchase orders or deferrals of purchases.
If sales of our wavelength division multiplexing products decline, our revenues
will be materially reduced.
Sales of wavelength division multiplexing components, modules and subsystems
accounted for over 50% of our revenues in the second quarter of fiscal 2000, and
are expected to account for more than 50% of our total revenues in fiscal 2000.
If sales of this product line decline, our overall revenues will be lower, which
could result in operating losses. We may not be successful in taking steps to
mitigate the risks associated with reduced demand for our existing products.
If we cannot obtain an adequate supply of thin film filters or other raw
materials or equipment, our product revenues may decline.
Thin film filters are a key raw material for WDMs and are difficult to produce.
We have previously experienced and continue to experience shortages of these
filters, which has limited our ability to ship product and generate revenues.
Also, we depend on a limited number of suppliers for other key materials and
equipment, some of which are sole sources. Delivery delays, quality problems and
price increases could hurt our ability to supply our customers with products in
a timely manner, which can cause our shipments and revenues to decline.
The increase in the number of WDM wavelengths, narrower spacing requirements and
greater integration increases product complexity, which may adversely affect our
yields and revenues.
The increased need for bandwidth is being satisfied by using more wavelengths
with narrower spacing between each wavelength. Both of these trends (more
wavelengths and tighter spacing) increase the complexity and variety of filters
needed and the risk of lower yields. In addition, the trend towards increased
integration from devices to modules, and to subsystems means that any missing
wavelengths can delay shipment of the whole module or subsystem, which would
have an adverse impact on our revenues. Furthermore, building more integrated
products is more difficult, and could impact our ability to build and ship
products and generate revenues. Other technologies that offer narrower
wavelength spacing, such as Array Wave Guide or Fiber Bragg Gratings, have been
introduced to the market as an alternative to thin film filter WDMs. Acceptance
of these products could aversely impact our revenues.
We may not be able to reduce our manufacturing costs sufficiently or plan our
manufacturing expansion accurately.
We expect the price of our existing products to decline due to various factors,
such as increased competition, including from companies with lower labor and
production costs; a limited number of potential customers with significant
bargaining leverage; introduction of new products by competitors; and greater
economies of scale for higher volume manufacturers. To maintain our existing
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revenues, we must increase our unit volumes and our manufacturing capacity.
Adding capacity increases our fixed costs and the levels of unit shipments we
must achieve to maintain gross margins. As a result, if we are unable to
increase our revenues or continuously reduce our manufacturing costs, our gross
margins may decline and we could incur losses.
We are increasing our manufacturing capacity at our existing facilities in San
Jose, California as well as pursuing the expansion of overseas manufacturing in
Taiwan and China. Developing overseas manufacturing capabilities involves
significant risks which could materially adversely affect our gross margins and
revenues, including:
Our inability to qualify a new manufacturing line for all of our
customers;
unanticipated cost increases;
unavailability or late delivery of equipment;
unforeseen environmental or engineering problems;
personnel recruitment delays; and
political instability.
Expanding our manufacturing capacity requires substantial time to build out and
equip facilities and train personnel. If we receive orders substantially in
excess of our planned capacity, we might not be able to fulfill them quickly
enough to meet customer requirements. Our inability to deliver products timely
could enable competitors to win business from our customers.
We may not be able to effectively increase production and maintain acceptable
manufacturing yields, resulting in delay of product shipments and impairment of
our gross margins.
Manufacturing our products is highly complex and labor intensive. As we rapidly
increase production and hire more people, our manufacturing yield, which is the
percentage of our products which meet customer specifications, could decline,
resulting in product shipment delays, possible lost revenue opportunities,
higher customer returns, and impaired gross margins. Some of our manufacturing
lines have experienced lower than expected yields, which could continue in the
future. Rapid increases in production levels to meet unanticipated demand may
also result in higher overtime costs and other expenses.
Our stock price could fluctuate significantly due to our pending merger with JDS
Uniphase, and to the unpredictability of our quarterly results.
Since the announcement on January 17, 2000 of our agreement to merge with JDS
Uniphase, our stock price has fluctuated significantly. Our stock price may be
affected by fluctuations in the price of JDS Uniphase shares and a higher level
of speculative trading while the merger is pending approval.
Also, our revenues and operating results have fluctuated significantly from
quarter-to-quarter in the past and may fluctuate significantly in the future as
a result of several factors, some of which are outside of our control. These
factors include:
the size and timing of customer orders;
our ability to manufacture and ship our products on a timely basis;
our ability to obtain sufficient supplies to meet our product
manufacturing needs;
our ability to meet customer product specifications and qualifications;
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long and unpredictable sales cycles of up to a year or more;
our ability to sustain high levels of quality across all product lines;
changes in our product mix;
customer cancellations or delivery deferrals;
seasonality of customer demand; and
difficulties in collecting accounts receivable.
Due to these factors, results are difficult to predict and you should not rely
on quarter-to-quarter comparisons of our results of operations as an indication
of our future performance. It is possible that, in future periods, our results
of operations may be below the expectations of public market analysts and
investors.
If we do not achieve our planned revenues, we could incur operating losses
because our expenses are fixed in the short term.
We make manufacturing and related capital expenditures in anticipation of a
level of customer orders that may vary over multiple quarters. Our expenditures
are largely based on anticipated future sales and a significant portion of our
expenses is fixed in the short term. If anticipated levels of customer orders
are not received, we may not be able to reduce our expenses quickly enough to
prevent a decline in our gross margins and operating income.
The fiber-optic component market is highly competitive, and we could lose sales
to our competitors and our customers.
Many of our competitors have greater financial and other resources than us and
they may be able to more quickly:
respond to new technologies or technical standards;
react to changing customer requirements and expectations;
manufacture, market and sell current products;
develop new products or technologies; and
deliver competitive products at lower prices.
As a result of these factors, our customers could decide to purchase products
from our competitors and reduce their purchases from us.
In addition, our competitors and our customers may acquire our suppliers and
potential suppliers. Our customers may also develop their own internal sources
of supply in competition with us. For example, Corning, one of our customers,
has announced an expansion of its ability to produce thin film optical filters
by a factor of ten, as well as the acquisition of Oak Industries, a maker of
components used in WDM systems. Lucent Technologies, a customer of ours, has
announced an investment in privately-held Horizon Photonics, Inc., a provider of
automated manufacturing of passive optical components. Lucent has also commented
publicly that it sells a large portion of its components on the merchant market
in addition to supplying its own needs. Cisco Systems, an emerging player in WDM
systems, has announced the acquisition of Pirelli Optical Systems and a
strategic investment of $100 million in Pirelli's optical components and
submarine optical transmission system businesses. In addition, Nortel Networks,
one of our customers, has announced a $400 million investment in its optical
networking and components business including a new facility for the fabrication
of optical components.
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If our new product introductions are delayed, or if our new products have
defects, our revenues would be harmed and our costs could increase.
If we do not introduce new products in a timely manner, we will not obtain
incremental revenues from these products or be able to replace more mature
products with declining revenues or gross margins. Customers could decide to
purchase components from our competitors, resulting in lost revenue over a
longer term. We could also incur unanticipated costs if new product
introductions are delayed or we need to fix defective new products.
Acquisitions and investments may adversely affect our business.
Our strategy includes the acquisition and integration of additional companies'
products, technologies and personnel. We have limited experience in acquiring
outside businesses. Acquisition of businesses requires substantial time and
attention of management personnel and may also require additional equity or debt
financings.
Integration of newly established or acquired businesses can be disruptive. There
is no assurance that we will identify appropriate targets, will acquire such
businesses on favorable terms, will obtain JDS Uniphase's consent for any
proposed acquisitions, or will be able to integrate such organizations into our
business successfully.
Financial consequences of our acquisitions and investments may include
potentially dilutive issuances of equity securities; large one-time write-offs;
reduced cash balances and related interest income; higher fixed expenses which
require a higher level of revenues to maintain gross margins; the incurrence of
debt and contingent liabilities; and amortization expenses related to goodwill
and other intangible assets.
If a key sales representative or distributor stopped selling or reduced sales of
our products, our revenues would suffer.
We sell substantially all of our products through a network of independent sales
representatives and distributors, the majority of whom have exclusive rights to
sell our products in certain territories. Our sales representatives and
distributors could decide to reduce or stop selling our products.
We may not be able to recruit and retain the personnel we need to succeed.
If we cannot hire and retain technical personnel with advanced skills and
experience in the specialized field of fiber optics, our product development
programs may be delayed and our customer support efforts may be less effective.
If we are unable to hire the necessary managerial, sales and marketing
personnel, we may not be able to grow our revenues.
Our international sales could be delayed or could have additional costs which
would lower their contribution to our gross profit.
We generate a significant portion of our revenues from sales to companies
located outside the United States, principally in Europe. As a result, a
significant portion of our sales faces risks inherent in international
operations, including:
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government controls, which can delay sales or increase our costs;
export licensing requirements and restrictions, which can delay or prevent
sales;
tariffs and other trade barriers, which can increase our costs and make
our products uncompetitive; and
greater difficulty in accounts receivable collection and longer collection
periods, which can increase our need for working capital.
Currently, the majority of our international sales are U.S. dollar denominated.
As a result, our customers' orders could fluctuate significantly based upon
changes in our customers' currency exchange rates in relation to the U.S.
dollar. A large increase in the value of the U.S. dollar could make our products
more expensive to our foreign customers, resulting in cancelled or delayed
orders and decreased revenues.
Our international operations expose us to additional costs, some of which we
cannot predict.
Our recent expansion of our operations into other countries, such as Canada,
Taiwan and China, has increased the legal, tax and other business complexities
that we must comply with. If we cannot comply with local regulations, we could
incur unexpected costs and potential litigation. Our international operations
could cause our average tax rate to increase. We could also incur expenses due
to the exchange rate risk because many expenses relating to our international
operations are denominated in foreign currencies, while our revenues are in U.S.
dollars.
If we cannot protect or enforce our intellectual property rights, our
competitive position may be impaired.
Third parties may attempt to use our confidential information and proprietary
technologies without authorization. Policing unauthorized use is expensive and
difficult. We cannot be sure that will be able to prevent misappropriation or
infringement of our intellectual property.
Intellectual property claims against us could cause our business to suffer.
In the past, we have received notifications alleging that we are infringing the
intellectual property rights of third parties, and we may in the future face
claims that our products infringe the rights of another. Whether or not these
claims are successful, we would likely incur significant costs and diversion of
our resources defending these claims.
We could incur costs and experience disruptions complying with environmental
regulations.
We handle small amounts of hazardous materials as part of our manufacturing
activities. We may be required to incur environmental remediation costs to
comply with current or future environmental laws.
Our operations could be disrupted by natural disasters.
Our facilities are susceptible to damage from earthquakes as well as from fire,
floods, loss of power or water supply, telecommunications failures and similar
events. Any of these events could significantly disrupt our operations.
Year 2000 Compliance
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We have not had any disruption to our computer programs or business as a result
of year 2000 compliance. However, if our customers or suppliers encounter any
year 2000 problems, our business could be disrupted as well.
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E-TEK DYNAMICS
We design, manufacture and sell high quality fiber optic components and
modules for optical networks. Optical networks are being deployed by
telecommunications service providers like AT&T and MCI WorldCom to address the
demand for applications such as Internet access, e-mail, and electronic commerce
that require high capacity, high speed data transmission. Our products are
designed into optical systems built for these service providers' networks by
telecommunications equipment manufacturers. Our products guide, route or amplify
the light signals which transmit data within the network and include:
o narrowband wavelength division multiplexers, commonly referred to as
WDMs, which allow multiple communication signals to be carried on one
fiber optic connection;
o wideband wavelength division multiplexers, which are used in optical
amplifiers to differentiate signals or enhance performance;
o isolators, which act as one-way valves for optical signals,
preventing the light from traveling in the wrong direction;
o couplers, which are used to combine or split optical signals; and
o micro-optic integrated components, which combine two or more of the
above optical component functions into a single package.
Our products are deployed in land-based and undersea long distance
networks, as well as in cable and metropolitan area networks. Our customers
include many of the leading telecommunications equipment manufacturers,
including Alcatel, CIENA, Corning, Fujitsu, Lucent, Nortel and Pirelli.
On January 17, 2000, we announced the signing of an Agreement and Plan of
Reorganization and Merger between E-TEK Dynamics, Inc. and JDS Uniphase
Corporation. Upon completion of this transaction, our stockholders will receive
1.1 shares of JDS Uniphase common stock for each share of E-TEK common stock
they own, and we will become a wholly-owned subsidiary of JDS Uniphase.
Completion of the transaction is subject to the approval of our stockholders, as
well as customary closing conditions and regulatory approvals. Accordingly there
can be no assurance that the transaction will be completed.
On January 19, 2000, we filed the press release announcing the transaction
and the merger agreement as exhibits to a Form 8-K filed with the Securities and
Exchange Commission. Those documents contain the specific terms and conditions
of the transaction. More information about JDS Uniphase is available in their
reports to the Securities and Exchange Commission, which are on the Internet at
www.sec.gov. Those reports include a Form 8-K filed January 18, 2000 by JDS
Uniphase, with unaudited pro forma condensed combined consolidated financial
statements showing E-TEK and JDS Uniphase on a combined pro forma basis for
certain periods.
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USE OF PROCEEDS
Because all of the shares of our common stock offered hereunder are being
offered by certain stockholders of E-TEK Dynamics, we will receive no proceeds
upon the sale of such common stock.
PLAN OF DISTRIBUTION
The selling stockholders may, from time to time, sell all or a portion of
the shares as follows:
o on The Nasdaq Stock Market, in privately negotiated transactions or
otherwise;
o at fixed prices that may be changed;
o at market prices prevailing at the time of sale;
o at prices related to the market prices; or
o at negotiated prices.
The shares may be sold by the selling stockholders by one or more of the
following methods, or others:
o block trades in which the broker or dealer so engaged will attempt to
sell the shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction;
o purchases by a broker or dealer as principal and resale by the broker or
dealer for its account pursuant to this prospectus;
o on a stock exchange in accordance with the rules of the particular
exchange;
o ordinary brokerage transactions and transactions in which the broker
solicits purchasers;
o privately negotiated transactions; and
o a combination of any of these methods of sale.
In effecting sales, brokers and dealers engaged by any selling stockholder
may arrange for other brokers or dealers to participate. Brokers or dealers may
receive commissions or discounts from the selling stockholder, or, if any
broker-dealer acts as agent for the purchaser of the shares, from the purchaser,
in amounts to be negotiated which are not expected to exceed those customary in
the types of transactions involved. Broker-dealers may agree with a selling
stockholder to sell a specified number of the shares at a stipulated price per
share, and, to the extent the broker-dealer is unable to do so acting as agent
for the selling stockholder, to purchase as principal any unsold shares at the
price required to fulfill the broker-dealer commitment to the selling
stockholder. Broker-dealers who acquire shares as principal may subsequently
resell the shares from time to time in the following transactions:
o transactions, which may involve block transactions and sales to and
through other broker-dealers, in the over-the-counter market or
otherwise at prices and on terms then prevailing at the time of sale;
o in negotiated transactions; or
o at prices related to the then-current market price.
In connection with these resales, the broker-dealer may pay to or receive
from the purchasers of the shares commissions as described above.
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Each selling stockholder and any broker-dealers or agents that participate
with any of the selling stockholders in sales of the shares may be deemed to be
"underwriters" within the meaning of the Securities Act in connection with any
sales. In the event of a sale, any commissions received by the broker-dealers or
agents and any profit on the resale of the shares purchased by them may be
deemed to be underwriting commissions or discounts under the Securities Act. In
addition, Regulation M under the Securities and Exchange Act of 1934, as
amended, may apply in connection with the selling stockholders' sales of their
shares.
We have agreed to pay all fees and expenses incident to the registration
of the shares. The selling stockholders will pay all commissions and discounts,
if any, attributable to the sales of the shares. We have agreed to indemnify the
selling stockholders against certain losses, claims, damages and liabilities,
including liabilities under the Securities Act.
We will file a supplement to this prospectus, if required, upon being
notified by a selling stockholder that any material arrangement has been entered
into for the sale of the shares though a block trade, or as otherwise may be
required.
Each selling stockholder may, in the future, also sell the shares in
accordance with Rule 144 under the Securities Act, rather than pursuant to this
prospectus.
There can be no assurance that the selling stockholders will sell any or
all of the shares of common stock offered by them hereunder.
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SELLING STOCKHOLDERS
The shares of our common stock to be offered and sold pursuant to this
prospectus were issued to the selling stockholders in connection with our
acquisition of ElectroPhotonics Corporation. The following table sets forth
information with respect to beneficial ownership of our common stock as of
February 10, 2000 by the selling stockholders. Except as indicated in the
footnotes to this table:
o The persons and entities named in the table have sole voting and
investment power with respect to all shares of common stock shown as
beneficially owned by them, subject to community property laws where
applicable, and
o No selling stockholder has held any position or office or had a material
relationship with E-TEK Dynamics or any of our affiliates within the
past three years other than as a result of their ownership of the shares
of our common stock or as a result of their employment with us following
the acquisition.
The shares offered by this prospectus may be offered from time to time by
the selling stockholders named below. The selling stockholders may offer all,
some or none of the shares and there currently are no agreements, arrangements
or understandings with respect to the sale of any of the shares.
Number of Shares of Common Stock
---------------------------------------------------
Number Beneficially Being Number Beneficially
Owned Offered Owned
Name Prior to Offering Hereby After Offering
- ---------------------------- ------------------- -------- --------------------
A. Tino Alavie 209,995 209,995 0
Robert Maaskant 140,424 140,424 0
YMG Capital Management Inc. 11,508 11,508 0
Tera Capital LP1 5,856 5,856 0
JLP Holdings Inc. 8,220 8,220 0
James A. Gellman 5,128 5,128 0
Christian Merhy 616 616 0
Myo Ohn 5,754 5,754 0
Ming Gang Xu 6,678 6,678 0
Idris Ahmed 404 404 0
Igor Stankovski 544 544 0
Frank Say 1,153 1,153 0
Keith Beckley 494 494 0
Gavin R. Sword 2,055 2,055 0
Hakim Rasiwala 1,233 1,233 0
- -----------------
Each selling stockholder owns less than one percent of the outstanding shares of
our common stock.
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LEGAL MATTERS
Certain legal matters relating to validity of the shares of common stock
offered pursuant to this prospectus will be passed upon for E-TEK Dynamics by
Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto,
California. Certain members of the Wilson Sonsini Goodrich & Rosati,
Professional Corporation, participating in the transaction on behalf of the firm
own an aggregate of 1,500 shares of E-TEK common stock.
EXPERTS
The consolidated financial statements as of June 30, 1998 and 1999, and
for each of the three years in the period ended June 30, 1999 incorporated by
reference herein have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on their authority as
experts in auditing and accounting.
The financial statements of E-TEK ElectroPhotonics Solutions Corporation
(which is what we named ElectroPhotonics Corporation after we acquired it) as of
April 30, 1999 and July 31, 1998 and for the nine-month period ended April 30,
1999 and the year ended July 31, 1998 incorporated by reference herein have been
so incorporated in reliance on the report of PricewaterhouseCoopers LLP,
chartered accountants, given on their authority as experts in auditing and
accounting.
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E-TEK DYNAMICS, INC.
TABLE OF CONTENTS Common Stock
Page
Where you can Find More
Information About
E-TEK Dynamics................2
Risk Factors..................3 PROSPECTUS
E-TEK Dynamics...............10
Use of Proceeds..............11
Plan of Distribution.........11
Selling Stockholders.........13
Legal Matters................14
Experts......................14
February 11, 2000
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