<PAGE>
As filed with the Securities and Exchange Commission on October 10, 2000
Registration No. 333-47334
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
Under
The Securities Act of 1933
--------------
WAVESPLITTER TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
<TABLE>
<S> <C> <C>
California 3674 94-3237126
(prior to reincorporation) (Primary Standard Industrial (I.R.S. Employer
Classification Code Number) Identification Number)
Delaware
(after reincorporation)
(State or Other Jurisdiction of
Incorporation or Organization)
</TABLE>
46430 Fremont Blvd.
Fremont, CA 94538
(510) 580-8888
(Address, Including Zip Code, and Telephone Number Including Area Code, of
Registrant's Principal Executive Offices)
--------------
William H. Diamond, Jr.
President and Chief Executive Officer
WaveSplitter Technologies, Inc.
46430 Fremont Blvd.
Fremont, CA 94538
(510) 580-8888
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
--------------
Copies to:
<TABLE>
<S> <C>
Gregory C. Smith, Esq. Kevin P. Kennedy, Esq.
Celeste E. Greene, Esq. Simpson Thacher & Bartlett
Skadden, Arps, Slate, Meagher & Flom LLP 3373 Hillview Avenue, Suite 250
525 University Avenue, Suite 220 Palo Alto, California 94304
Palo Alto, California 94301 (650) 251-5000
(650) 470-4500
</TABLE>
--------------
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [_]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [_]
--------------
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until this Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
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<PAGE>
EXPLANATORY NOTE
The purpose of this Amendment No. 1 is solely to file Exhibit 10.10 to the
Registration Statement.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution.
The following table indicates the expenses to be incurred in connection with
the offering described in this Registration Statement, all of which will be
paid by WaveSplitter. All amounts are estimates, other than the registration
fee, the NASD fee, and the New York Stock Exchange listing fee.
<TABLE>
<S> <C>
SEC Registration fee................................................ $30,360
NASD Filing fee..................................................... 12,000
Nasdaq National Market listing fee.................................. *
Accounting fees and expenses........................................ *
Legal fees and expenses............................................. *
Director and officer insurance expenses............................. *
Printing and engraving expenses..................................... *
Transfer agent fees and expenses.................................... *
Blue sky fees and expenses.......................................... *
Miscellaneous fees and expenses..................................... *
Total............................................................. $ *
</TABLE>
--------
* To be completed by amendment.
Item 14. Indemnification of Directors and Officers.
Section 102 of the Delaware General Corporation Law, or the DGCL, as amended,
allows a corporation to eliminate the personal liability of directors of a
corporation to the corporation or its stockholders for monetary damages for a
breach of fiduciary duty as a director, except where the director breached his
duty of loyalty, failed to act in good faith, engaged in intentional misconduct
or knowingly violated a law, authorized the payment of a dividend or approved a
stock repurchase in violation of Delaware corporate law or obtained an improper
personal benefit.
Section 145 of the DGCL provides, among other things, that we may indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding (other than an
action by or in the right of WaveSplitter) by reason of the fact that the
person is or was a director, officer, agent or employee of WaveSplitter or is
or was serving at our request as a director, officer, agent, or employee of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses, including attorneys' fees, judgment, fines and amounts paid
in settlement actually and reasonably incurred by the person in connection with
the action, suit or proceeding. The power to indemnify applies (a) if the
person is successful on the merits or otherwise in defense of any action, suit
or proceeding, or (b) if the person acted in good faith and in a manner he
reasonably believed to be in the best interest, or not opposed to the best
interest, of WaveSplitter, and with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
power to indemnify applies to actions brought by or in the right of
WaveSplitter as well, but only to the extent of defense expenses (including
attorneys' fees but excluding amounts paid in settlement) actually and
reasonably incurred and not to any satisfaction of judgment or settlement of
the claim itself, and with the further limitation that in these actions no
indemnification shall be made in the event of any adjudication of negligence or
misconduct in the performance of his duties to WaveSplitter, unless the court
believes that in light of all the circumstances indemnification should apply.
Section 174 of the DGCL provides, among other things, that a director, who
willfully or negligently approves of an unlawful payment of dividends or an
unlawful stock purchase or
II-1
<PAGE>
redemption, may be held liable for these actions. A director who was either
absent when the unlawful actions were approved or dissented at the time, may
avoid liability by causing his or her dissent to these actions to be entered in
the books containing the minutes of the meetings of the board of directors at
the time the action occurred or immediately after the absent director receives
notice of the unlawful acts.
Our Amended and Restated Certificate of Incorporation includes a provision
that eliminates the personal liability of its directors for monetary damages
for breach of fiduciary duty as a director, except for liability:
. for any breach of the director's duty of loyalty to WaveSplitter or its
stockholders;
. for acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law;
. under the section 174 of the Delaware General Corporation Law regarding
unlawful dividends and stock purchases; or
. for any transaction from which the director derived an improper personal
benefit.
These provisions are permitted under Delaware law.
Our Amended and Restated Bylaws provide that:
. we must indemnify our directors and officers to the fullest extent
permitted by Delaware law;
. we may indemnify our other employees and agents to the same extent that
we indemnified our officers and directors, unless otherwise determined
by our board of directors; and
. we must advance expenses, as incurred, to our directors and executive
officers in connection with a legal proceeding to the fullest extent
permitted by Delaware Law.
The indemnification provisions contained in our Amended and Restated
Certificate of Incorporation and Amended and Restated Bylaws are not exclusive
of any other rights to which a person may be entitled by law, agreement, vote
of stockholders or disinterested directors or otherwise. In addition, we
maintain insurance on behalf of our directors and executive officers insuring
them against any liability asserted against them in their capacities as
directors or officers or arising out of this status.
We intend to enter into agreements to indemnify our directors and executive
officers, in addition to indemnification provided for in our bylaws. These
agreements, among other things, will provide for indemnification of our
directors and executive officers for expenses, judgments, fines and settlement
amounts incurred by any such person in any action or proceeding arising out of
the person's services as a director or executive officer or at our request. We
believe that these provisions and agreements are necessary to attract and
retain qualified persons as directors and executive officers.
Item 15. Recent Sales of Unregistered Securities.
Since inception, we have issued unregistered securities to a limited number
of persons as described below. The share numbers and per share prices below
reflect the four-for-one stock split of the outstanding common stock effected
in June 2000.
(a) Prior to December 20, 1996, Registrant issued and sold an aggregate of
5,656,000 shares of capital stock to 3 investors for $0.06 per share, or an
aggregate of $353,500. All 5,656,000 shares were converted into an aggregate of
5,656,000 shares of Series A preferred stock, effective March 15, 1997 at which
time Registrant repurchased 1,408,000 of such shares from one investor leaving
an aggregate of 4,248,000 shares outstanding. Upon the closing of this
offering, each share
II-2
<PAGE>
of Series A preferred stock will automatically convert into one share of common
stock. The foregoing purchases and sales were exempt from registration under
the Securities Act pursuant to Section 4(2) thereof and Regulation D
promulgated thereunder on the basis that the transaction did not involve a
public offering.
(b) Effective March 15, 1997, we issued and sold an aggregate of 3,000,000
shares of common stock to 3 founders at a purchase price of $0.003 per share
for an aggregate of $7,500. The foregoing purchases and sales were exempt from
registration under the Securities Act pursuant to Section 4(2) thereof and
Regulation D promulgated thereunder on the basis that the transaction did not
involve a public offering.
(c) On April 16, 1997, we issued and sold an aggregate of 2,000,000 shares of
Series B preferred stock to 6 investors for $0.15 per share, or an aggregate of
$300,000. On April 18, 1997, we issued and sold an aggregate of 5,200,000
shares of Series B preferred stock to 11 investors for $0.25 per share, or an
aggregate of $1,300,000. From October 20, 1997 through October 28, 1997, we
issued and sold and aggregate of 3,200,000 shares of Series B preferred stock
to 19 investors for $0.31 per share for an aggregate of $1,000,000. Upon the
closing of this offering, each share of Series B preferred stock will
automatically convert into one share of common stock. The foregoing purchases
and sales were exempt from registration under the Securities Act pursuant to
Section 4(2) thereof and Regulation D promulgated thereunder on the basis that
the transactions did not involve a public offering.
(d) On December 24, 1997, we issued a warrant to GBC Venture Capital, Inc. to
purchase 80,000 shares of Series B preferred stock at an exercise price of
$0.31 per share. Upon the closing of this offering this warrant will be
exercisable for the number of shares of our common stock into which the Series
B preferred stock will be convertible. The issuance of this warrant was exempt
from registration under the Securities Act pursuant to Section 4(2) thereof on
the basis that the transaction did not involve a public offering.
(e) On June 29, 1998, we issued and sold an aggregate of 11,743,120 shares of
Series C preferred stock to a total of 3 investors for $0.68 per share, or an
aggregate of $8,000,000.50. Upon the closing of this offering, each share of
Series C preferred stock will automatically convert into one share of common
stock. The foregoing purchases and sales were exempt from registration under
the Securities Act pursuant to Section 4(2) thereof and Regulation D
promulgated thereunder on the basis that the transactions did not involve a
public offering.
(f) On January 28, 1999, we issued a warrant to Comdisco to purchase 220,180
shares of Series C preferred stock at an exercise price of $0.68 per share.
Upon the closing of this offering this warrant will be exercisable for the
number of shares of our common stock into which the Series C preferred stock
will be convertible. The issuance of this warrant was exempt from registration
under the Securities Act pursuant to Section 4(2) thereof on the basis that the
transaction did not involve a public offering.
(g) On April 6, 1999 we issued warrants to purchase an aggregate of 460,000
shares of Series D preferred stock at an exercise price of $1.00 per share to 3
existing stockholders in connection with bridge loans to us of an aggregate of
$2,000,000. Upon the closing of this offering these warrants may terminate at
our discretion, provided 20-day advance written notice has been given to the
warrantholders. The issuance of these warrants was exempt from registration
under the Securities Act pursuant to Section 4(2) thereof on the basis that the
transaction did not involve a public offering.
(h) Between July 13, 1999 and September 8, 1999, we issued and sold an
aggregate of 20,877,000 shares of Series D preferred stock to 23 investors for
$1.00 per share, for an aggregate
II-3
<PAGE>
of $20,877,000, which amount included the conversion of $2,000,000 of bridge
loans plus interest thereon at a rate of 6% from April 6, 1999. Upon the
closing of this offering, each share of Series D preferred will automatically
convert into one share of common stock. The foregoing purchases and sales were
exempt from registration under the Securities Act pursuant to Section 4(2)
thereof and Regulation D promulgated thereunder.
(i) On October 28, 1999, we issued a warrant to GBC Venture Capital, Inc. to
purchase 160,000 shares of Series D preferred stock for $1.00 per share. Upon
the closing of this offering this warrant will be exercisable for the number of
shares of our common stock into which the Series D preferred stock will have
converted. The issuance of this warrant was exempt from registration under the
Securities Act pursuant to Section 4(2) thereof on the basis that the
transaction did not involve a public offering.
(j) On March 23, 2000, we issued and sold an aggregate of 3,012,720 shares of
Series E preferred stock to 1 investor for $3.32 per share, or an aggregate of
$9,999,970.86. Upon the closing of this offering, each share of Series D
preferred stock will automatically convert into one share of common stock. The
foregoing purchase and sale was exempt from registration under the Securities
Act pursuant to Section 4(2) thereof and Regulation D promulgated thereunder.
(k) On June 30, 2000, we issued a warrant to Fremont Ventures LLC to purchase
20,000 shares of Series F preferred stock for $8.54 per share. Upon the closing
of this offering, this warrant will be exercisable for the number of shares of
our common stock into which the Series F preferred stock will be convertible.
The issuance of this warrant was exempt from registration under the Securities
Act pursuant to Section 4(2) thereof and Regulation D promulgated thereunder.
(l) On September 21, we issued and sold an aggregate of 6,012,764 shares of
Series F preferred stock to 48 investors for $8.54 per share, or an aggregate
of $51,342,030. Upon the closing of this offering, each share of Series F
preferred stock will automatically convert into one share of common stock. The
foregoing purchases and sales were exempt from registration under the
Securities Act pursuant to Section 4(2) thereof and Regulation D promulgated
thereunder.
(m) On September 1, 2000, we issued a warrant to Lucent Technologies GRL
Corp. to purchase 500,000 shares of Series F preferred stock at an exercise
price of $0.01 per share. Upon closing of this offering this warrant will be
exercisable for the number of shares of our common stock into which the Series
F preferred stock will be convertible. The issuance of this warrant was exempt
from registration under the Securities Act pursuant to Section 4(2) thereof and
Regulation D promulgated thereunder.
(n) As of September 30, 2000, an aggregate of 10,471,161 shares of common
stock had been issued upon exercise of options under our 1997 Stock Plan at a
weighted average exercise price of $3.59 per share. The foregoing purchases and
sales were exempt from registration under the Securities Act pursuant to
Section 4(2) thereof or Rule 701 promulgated thereunder.
The recipients in these transactions represented their intention to acquire
the securities for investment only and not with a view to or for sale in
connection with any distribution, and appropriate legends were affixed to the
share certificates and instruments issued in those transactions.
II-4
<PAGE>
Item 16. Exhibits and Financial Statement Schedules.
a. Exhibits
<TABLE>
<CAPTION>
Exhibit Description
------- -----------
<C> <S>
1.1* Form of Underwriting Agreement
3.1** Amended and Restated Articles of Incorporation of the Registrant
3.2* Amended and Restated Certificate of Incorporation of the Registrant
3.3** Bylaws of the Registrant
3.4* Amended and Restated Bylaws of the Registrant
4.1* Specimen common stock certificate
4.2** Form of Fifth Amended and Restated Rights Agreement, dated as of
September 21, 2000, among the Registrant and certain holders of the
Registrant's preferred stock
4.3** Warrant to Purchase Series B Preferred Stock, dated as of December
24, 1997 issued to GBC Venture Capital, Inc.
4.4** Warrant to Purchase Series C Preferred Stock, dated as of January 28,
1999, issued to Comdisco, Inc.
4.5** Warrant to Purchase Series D Preferred Stock, dated as of April 6,
1999, issued to Mayfield IX
4.6** Warrant to Purchase Series D Preferred Stock, dated as of April 6,
1999 issued to Mayfield Associates Fund IV
4.7** Warrant to Purchase Series D Preferred Stock, dated as of April 6,
1999 issued to Lucent Venture Partners Inc.
4.8** Warrant to Purchase Series D Preferred Stock, dated as of October 28,
1999, issued to GBC Venture Capital, Inc.
4.9** Warrant to Purchase Series F Preferred Stock, dated as of June 30,
2000, issued to Fremont Ventures LLC
4.10** Warrant to Purchase Series F Preferred Stock, dated as of September
21, 2000, issued to Lucent Technologies GRL Corp.
5.1* Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
10.1** Form of Indemnification Agreement between the Registrant and each of
its directors and officers
10.2** 1997 Stock Plan, as amended, and form of stock option thereunder
10.3** Form of 2000 Stock Incentive Plan
10.4** Form of 2000 Employee Stock Purchase Plan
10.5** Letter Employment Agreement, dated as of June 16, 2000 between the
Registrant and William H. Diamond, Jr.
10.6** Form of Letter Employment Agreement between the Registrant and its
executive officers
10.7** Standard Industrial/Commercial Multi-Tenant Lease Modified Net, dated
June 27, 2000, between Fremont Ventures LLC and WaveSplitter
Technologies, Inc.
10.8** Commercial Lease Agreement, dated as of July 1, 2000, between Dream
Maker Properties, LLC and the Registrant
10.9** Commercial Lease Agreement, dated as of August 27, 1998, between
CarrAmerica Realty Corporation and the Registrant
10.10+ Patent License Agreement, dated as of September 21, 2000, between
Lucent Technologies GRL Corp. and the Registrant
16.1** Letter regarding change in independent auditors
23.1 Consent of PricewaterhouseCoopers LLP
23.2* Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in
Exhibit 5.1)
24.1** Power of Attorney
</TABLE>
--------
* To be filed by amendment.
** Previously filed
+ We have sought confidential treatment from the Commission for selected
portions of this exhibit. The omitted portions will be separately filed with
the Commission.
II-5
<PAGE>
b. Schedules
i) Schedule II--Valuation and Qualifying Accounts
ii) Report of Independent Accountants on Financial Statement Schedule
Item 17. Undertakings.
The undersigned Registrant hereby undertakes to provide to the Underwriters
at the closing certificates in the denominations and registered in the names as
required by the Underwriters to permit prompt delivery to each purchaser.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers, and controlling persons of the
registrant pursuant to the provisions described in Item 14, or otherwise, the
registrant has been informed that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable. In the event that a claim for
indemnification by the registrant against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer,
or controlling person of the registrant in the successful defense of any
action, suit, or proceeding) is asserted by such director, officer, or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the maser has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant under Rule 424(b) (1) or (4) or 497 (h)
under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act of
1933, each post-effective amendment that contains a form of prospectus shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
II-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Amendment No. 1 to the registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Fremont, State of California, on October 10, 2000.
WaveSplitter Technologies, Inc.
/s/ William H. Diamond, Jr.
By: _________________________________
William H. Diamond, Jr.
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the registration statement has been signed on October 10, 2000 by the
following persons in the capacities indicated.
<TABLE>
<CAPTION>
Name Title
---- -----
<C> <S> <C>
/s/ William H. Diamond, Jr. President, Chief
________________________________________ Executive Officer and
William H. Diamond, Jr. Director (Principal
Executive Officer)
* Chief Financial Officer
________________________________________ (Principal Financial
Bruce C. Pollock Officer)
* Vice President,
________________________________________ Corporate Controller
Barbara M. Hubbard (Principal Accounting
Officer)
* Chairman of the Board of
________________________________________ Directors
Sheau Sheng Chen
* Director
________________________________________
David Ladd
* Director
________________________________________
Charles Lau
* Director
________________________________________
Henry R. Nothhaft
/s/ William H. Diamond, Jr.
*By: ___________________________________
William H. Diamond, Jr.
Attorney-in-fact
</TABLE>
II-7
<PAGE>
SCHEDULE II
WAVESPLITTER TECHNOLOGIES, INC.
Valuation and Qualifying Accounts
For the years ended December 31, 1997, 1998, 1999
and the six months ended June 30, 2000
(in thousands)
<TABLE>
<CAPTION>
Balance at Balance
beginning Charged to Credited to at end
Description of period expenses expenses of period
----------- ---------- ---------- ----------- ---------
<S> <C> <C> <C> <C>
Allowance for doubtful accounts
receivable:
Fiscal year ended December 31,
1997........................... -- -- -- --
Fiscal year ended December 31,
1998........................... -- -- -- --
Fiscal year ended December 31,
1999........................... -- $ 10 -- $ 10
Six months ended June 30, 2000.. $ 10 25 -- 35
Deferred tax valuation allowance:
Fiscal year ended December 31,
1997........................... 57 598 -- 655
Fiscal year ended December 31,
1998........................... 655 2,295 -- 2,950
Fiscal year ended December 31,
1999........................... 2,950 5,399 -- 8,349
Six months ended June 30, 2000.. 8,349 3,807 -- 12,156
</TABLE>
S-1
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS ON FINANCIAL STATEMENT SCHEDULE
To the Board of Directors
WaveSplitter Technologies, Inc.
Our audits of the financial statements referred to in our report dated
September 15, 2000 appearing in this Registration Statement on Form S-1 also
included an audit of the financial statement schedule listed in Item 16-b of
such Registration Statement. In our opinion, the financial statement schedule
presents fairly, in all material respects, the information set forth therein
when read in conjunction with the related financial statements.
/s/ PricewaterhouseCoopers LLP
San Jose, California
September 15, 2000
S-2
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<C> <S> <C>
1.1* Form of Underwriting Agreement
3.1** Amended and Restated Articles of Incorporation of the Registrant
3.2* Amended and Restated Certificate of Incorporation of the
Registrant
3.3** Bylaws of the Registrant
3.4* Amended and Restated Bylaws of the Registrant
4.1* Specimen common stock certificate
4.2** Form of Fifth Amended and Restated Rights Agreement, dated as of
September 21, 2000, among the Registrant and certain holders of
the Registrant's preferred stock
4.3** Warrant to Purchase Series B Preferred Stock, dated as of
December 24, 1997, issued to GBC Venture Capital, Inc.
4.4** Warrant to Purchase Series C Preferred Stock, dated as of
January 28, 1999, issued to Comdisco, Inc.
4.5** Warrant to Purchase Series D Preferred Stock, dated as of April
6, 1999, issued to Mayfield IX
4.6** Warrant to Purchase Series D Preferred Stock, dated as of April
6, 1999 issued to Mayfield Associates Fund IV
4.7** Warrant to Purchase Series D Preferred Stock, dated as of April
6, 1999 issued to Lucent Venture Partners Inc.
4.8** Warrant to Purchase Series D Preferred Stock, dated as of
October 28, 1999, issued to GBC Venture Capital, Inc.
4.9** Warrant to Purchase Series F Preferred Stock, dated as of June
30, 2000, issued to Fremont Ventures LLC
4.10** Warrant to Purchase Series F Preferred Stock, dated as of
September 21, 2000, issued to Lucent Technologies GRL Corp.
5.1* Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
10.1** Form of Indemnification Agreement between the Registrant and
each of its directors and officers
10.2** 1997 Stock Plan, as amended, and form of stock option thereunder
10.3** Form of 2000 Stock Incentive Plan
10.4** Form of 2000 Employee Stock Purchase Plan
10.5** Letter Employment Agreement, dated as of June 16, 2000 between
the Registrant and William H. Diamond, Jr.
10.6** Form of Letter Employment Agreement between the Registrant and
its executive officers
10.7** Standard Industrial/Commercial Multi-Tenant Lease Modified Net,
dated June 27, 2000, between Fremont Ventures LLC and
WaveSplitter Technologies, Inc.
10.8** Commercial Lease Agreement, dated as of July 1, 2000, between
Dream Maker Properties, LLC and the Registrant
10.9** Commercial Lease Agreement, dated as of August 27, 1998, between
CarrAmerica Realty Corporation and the Registrant
10.10+ Patent License Agreement, dated as of September 21, 2000,
between Lucent Technologies GRL Corp. and the Registrant
16.1** Letter regarding change in independent auditors
23.1 Consent of PricewaterhouseCoopers LLP
23.2* Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in
Exhibit 5.1)
24.1** Power of Attorney
</TABLE>
--------
* To be filed by amendment.
** Previously filed.
+ We have sought confidential treatment from the Commission for selected
portions of this exhibit. The omitted portions will be separately filed
with the Commission.
