<PAGE> 1
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[ ] Definitive proxy statement
[X] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
OPTICAL COATING LABORATORY, INC.
(Name of Registrant as Specified in its Charter)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
<PAGE> 2
OPTICAL COATING LABORATORY LOGO
TO THE STOCKHOLDERS OF OPTICAL COATING LABORATORY, INC.
Dear OCLI Stockholder:
Because of the recent announcement by JDS Uniphase Corporation of their
proposed merger with E-TEK Dynamics, Inc., the Special Meeting of Stockholders
of Optical Coating Laboratory, Inc. scheduled for January 25, 2000 to approve
OCLI's pending merger with JDS Uniphase will be held as scheduled and then
adjourned until February 4, 2000 to allow you to consider additional information
about the merger.
To that end, we have enclosed a copy of JDS Uniphase's Form 8-K filed with
the Securities and Exchange Commission on January 18, 2000 which includes pro
forma financial information regarding the proposed merger of JDS Uniphase and
E-TEK.
The proposed transaction between JDS Uniphase and E-TEK does not affect the
previously announced clearance of the proposed merger of JDS Uniphase and OCLI
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. Also, no
additional filings with the SEC are required prior to completion of the merger
between JDS Uniphase and OCLI.
The date, time and place for the adjourned meeting is:
FEBRUARY 4, 2000
11:00 A.M.
HILTON HOTEL
3555 ROUND BARN BOULEVARD
SANTA ROSA, CALIFORNIA
For more detailed information on the merger between JDS Uniphase and OCLI,
please refer to the proxy statement-prospectus that was mailed to OCLI
stockholders on or about December 22, 1999.
AFTER CAREFUL CONSIDERATION, YOUR BOARD OF DIRECTORS UNANIMOUSLY DETERMINED
THE MERGER BETWEEN JDS UNIPHASE AND OCLI TO BE FAIR TO YOU AND IN YOUR BEST
INTERESTS AND DECLARED THE MERGER ADVISABLE. OCLI'S BOARD OF DIRECTORS
UNANIMOUSLY APPROVED THE MERGER AGREEMENT AND RECOMMENDS ITS ADOPTION BY YOU.
A PROXY CARD IS ENCLOSED WITH THIS MAILING WHICH SHOULD BE USED ONLY IF YOU
HAVE NOT ALREADY VOTED OR IF YOU WISH TO CHANGE YOUR PRIOR VOTE.
Thank you for your interest in OCLI and your consideration of this matter.
Charles J. Abbe
Charles J. Abbe
President and Chief Executive Officer
Optical Coating Laboratory, Inc.
2789 Northpoint Parkway
Santa Rosa, California 95407
Telephone: (707) 547-6335
Facsimile: (707) 525-6840
January 19, 2000
<PAGE> 3
PROXY
FOR A SPECIAL MEETING OF STOCKHOLDERS
[LOGO] OPTICAL COATING LABORATORY, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints JOSEPH C. ZILS and AGIE NAVARRO (collectively,
the "Proxies"), and each of them, with full power of substitution, as proxies to
vote the shares which the undersigned is entitled to vote at the Special Meeting
of Stockholders to be held at the Hilton Hotel, 3555 Round Barn Boulevard, Santa
Rosa, California, at 11:00 a.m. on Friday, February 4, 2000 and at any
adjournment or postponement thereof.
(CONTINUED, AND TO BE SIGNED ON THE OTHER SIDE)
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- FOLD AND DETACH HERE -
THIS PROXY SHOULD BE USED ONLY IF YOU HAVE NOT ALREADY VOTED OR IF
YOU WISH TO CHANGE YOUR VOTE.
<PAGE> 4
Please mark
your votes as
indicated in
this example. /X/
THE MANAGEMENT RECOMMENDS A VOTE FOR ITEM 1
Item 1. FOR AGAINST ABSTAIN
[ ] [ ] [ ]
Proposal to adopt the Agreement and Plan of Reorganization and Merger, dated as
of November 3, 1999, by and among JDS Uniphase Corporation, Vintage Acquisition,
Inc., a wholly owned subsidiary of JDS Uniphase, and Optical Coating Laboratory,
Inc.
In their discretion, the Proxies are authorized to vote upon such other business
as may properly come before the special meeting.
THIS PROXY SHOULD BE USED ONLY IF YOU HAVE NOT ALREADY VOTED OR IF YOU WISH TO
CHANGE YOUR VOTE.
This proxy, when properly signed, will be voted in the manner directed herein by
the undersigned Stockholder. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED
FOR THE PROPOSAL.
Signature(s)____________________________________________Dated__________________
NOTE: Please sign as name appears hereon. Joint owners should each sign. When
signing as a corporation, attorney, executor, administrator, trustee or
guardian, please give full title as such.
- --------------------------------------------------------------------------------
- FOLD AND DETACH HERE -
[TELEPHONE GRAPHIC] VOTE BY TELEPHONE [TELEPHONE GRAPHIC]
QUICK *** EASY *** IMMEDIATE
Your telephone vote authorizes the named proxies to vote your shares in the same
manner as if you marked, signed and returned your proxy card.
- - You will be asked to enter a Control Number which is located in the box in
the lower right hand corner of this form.
Proposal 1: To vote FOR, press 1; AGAINST, press 9; ABSTAIN, press 0.
YOUR VOTE WILL BE CONFIRMED AND CAST AS YOU DIRECTED. END OF CALL.
IF YOU VOTE BY TELEPHONE, THERE IS NO NEED TO MAIL BACK YOUR PROXY.
THANK YOU FOR VOTING.
CALL ** TOLL FREE ** ON A TOUCH TONE TELEPHONE
1-800-840-1208 - ANYTIME
There is NO CHARGE to you for this call.
<PAGE> 5
PROXY
For a Special Meeting of Stockholders
[OCLI LOGO] OPTICAL COATING LABORATORY, INC.
This Proxy is solicited on behalf of the Board of Directors
The undersigned hereby appoints JOSEPH C. ZILS and AGIE NAVARRO (collectively,
the "Proxies"), and each of them, with full power of substitution, as proxies to
vote the shares which the undersigned is entitled to vote at the Special Meeting
of Stockholders to be held at the Hilton Hotel, 3555 Round Barn Boulevard, Santa
Rosa, California, at 11:00 a.m. on Friday, February 4, 2000 and at any
adjournment or postponement thereof.
(Continued, and to be signed on the other side)
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
<PAGE> 6
Please mark
your votes as
indicated in
this example. /X/
THE MANAGEMENT RECOMMENDS A VOTE FOR ITEM 1
FOR AGAINST ABSTAIN
Item 1. / / / / / /
Proposal to adopt the Agreement and Plan of Reorganization and Merger, dated as
of November 3, 1999, by and among JDS Uniphase Corporation, Vintage Acquisition,
Inc., a wholly owned subsidiary of JDS Uniphase, and Optical Coating Laboratory,
Inc.
In their discretion, the Proxies are authorized to vote upon such other business
as may properly come before the special meeting.
This proxy, when properly signed, will be voted in the
manner directed herein by the undersigned Stockholder.
IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED
FOR THE PROPOSAL.
Signature(s)_______________________________________________Dated________________
NOTE: Please sign as name appears hereon. Joint owners should each sign. When
signing as a corporation, attorney, executor, administrator, trustee or
guardian, please give full title as such.
FOLD AND DETACH HERE
This proxy should be used ONLY if you have not already voted or
you wish to change your vote.
<PAGE> 7
PROXY
[OCLI LOGO] OPTICAL COATING LABORATORY, INC.
DIRECTION TO TRUSTEE
OCLI 401(k) PLAN
I hereby direct you as Trustee of the OCLI 401(k) Plan to vote the shares of
Optical Coating Laboratory, Inc. (OCLI) Common Stock credited to my account
under the aforementioned plan at the Special Meeting of Stockholders of OCLI to
be held at the Hilton Hotel, 3555 Round Barn Boulevard, Santa Rosa, California,
at 11:00 a.m. on Friday, February 4, 2000, and at any adjournment or
postponement thereof.
I have filled in the appropriate boxes on the other side of the card, and I
authorize you to vote as indicated. Pursuant to the OCLI 401(k) Plan, in the
absence of any instructions from me as to any item, shares credited to my
account shall be voted by you, as Trustee, in the same proportion as shares are
voted for which instructions are received.
(CONTINUED, AND TO BE SIGNED ON THE OTHER SIDE)
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
THIS PROXY SHOULD BE USED ONLY IF YOU HAVE NOT ALREADY VOTED OR IF
YOU WISH TO CHANGE YOUR VOTE.
<PAGE> 8
Please mark your votes as indicated in this example. [X]
THE MANAGEMENT RECOMMENDS A VOTE FOR ITEM 1
FOR AGAINST ABSTAIN
Item 1. [ ] [ ] [ ]
Proposal to adopt the Agreement and Plan of Reorganization and Merger, dated as
of November 3, 1999, by and among JDS Uniphase Corporation, Vintage Acquisition,
Inc., a wholly owned subsidiary of JDS Uniphase, and Optical Coating Laboratory,
Inc.
THIS PROXY SHOULD BE USED ONLY IF YOU HAVE NOT
ALREADY VOTED OR IF YOU WISH TO CHANGE YOUR VOTE.
Signature(s) ________________________________________ Dated ____________________
NOTE: Please sign as name appears hereon. Joint owners should each sign. When
signing as a corporation, attorney, executor, administrator, trustee or
guardian, please give full title as such.
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
[TELEPHONE GRAPHIC] VOTE BY TELEPHONE [TELEPHONE GRAPHIC]
QUICK *** EASY *** IMMEDIATE
Your telephone vote authorizes the named proxies to vote your shares in the same
manner as if you marked, signed and returned your proxy card.
- - You will be asked to enter a Control Number which is located in the box in
the lower right hand corner of this form.
Proposal 1: To vote FOR, press 1; AGAINST, press 9; ABSTAIN, press 0.
YOUR VOTE WILL BE CONFIRMED AND CAST AS YOU DIRECTED. END OF CALL.
If you vote by telephone, there is no need for you to mail back your proxy.
THANK YOU FOR VOTING.
CALL ** TOLL FREE ** ON A TOUCH TONE TELEPHONE
1-800-840-1208 - ANYTIME
There is NO CHARGE to you for this call.
