<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 31, 1996
REGISTRATION NO. 33-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
UNIPHASE CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 94-2579683
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
INCORPORATION OR ORGANIZATION)
163 BAYPOINTE PARKWAY
SAN JOSE, CALIFORNIA 95134
(408) 434-1800
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
KEVIN N. KALKHOVEN
PRESIDENT AND CHIEF EXECUTIVE OFFICER
UNIPHASE CORPORATION
163 BAYPOINTE PARKWAY
SAN JOSE, CALIFORNIA 95134
(408) 434-1800
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
---------------
COPIES TO:
MICHAEL C. PHILLIPS, ESQ. DAVID J. SEGRE, ESQ.
MORRISON & FOERSTER LLP J. ROBERT SUFFOLETTA, ESQ.
755 PAGE MILL ROAD WILSON SONSINI GOODRICH & ROSATI
PALO ALTO, CA 94304-1018 PROFESSIONAL CORPORATION
(415) 813-5600 650 PAGE MILL ROAD
PALO ALTO, CA 94304-1050
(415) 493-9300
---------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities being registered on this form are to be offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
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, other than securities offered only in connection with dividend or
interest reinvestment plans, 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, 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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
===============================================================================
<TABLE>
<CAPTION>
TITLE OF EACH CLASS OF AMOUNT TO PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE BE REGISTERED OFFERING PRICE AGGREGATE OFFERING REGISTRATION
REGISTERED (1) PER SHARE (2) PRICE (1) FEE
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.001 par
value................. 2,300,000 shares $31.375 $72,162,500 $24,884
- ------------------------------------------------------------------------------------------
</TABLE>
- -------------------------------------------------------------------------------
(1) Includes 300,000 shares that the Underwriters have the option to purchase
to cover over-allotments, if any.
(2) Estimated solely for the purpose of computing the amount of the
registration fee, based on the average of the high and low prices for the
Common Stock as reported on the Nasdaq National Market on May 28, 1996, in
accordance with Rule 457(c) promulgated under the Securities Act of 1933.
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 THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
===============================================================================
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED MAY 31, 1996
2,000,000 SHARES
[UNIPHASE LOGO]
COMMON STOCK
All of the 2,000,000 shares of Common Stock offered hereby are being sold by
Uniphase Corporation ("Uniphase" or the "Company"). The Company's Common Stock
is traded on the Nasdaq National Market under the symbol "UNPH." On May 29,
1996, the last reported sale price of the Common Stock on the Nasdaq National
Market, after giving effect to the stock split described below, was $31.00 per
share. See "Price Range of Common Stock."
The Company's Board of Directors recently approved a two-for-one stock split
in the form of a 100% stock dividend to be paid June 3, 1996 to holders of
record on May 20, 1996 (the "Stock Split"). Share and per share data in this
Prospectus have been adjusted to reflect the Stock Split.
SEE "RISK FACTORS" COMMENCING ON PAGE 5 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED
HEREBY.
-----------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
================================================================================
<TABLE>
<CAPTION>
Price to Underwriting Proceeds to
Public Discount (1) Company (2)
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Share............................. $ $ $
Total (3)............................. $ $ $
</TABLE>
================================================================================
(1) See "Underwriting" for information concerning indemnification of the
Underwriters and other matters.
(2) Before deducting expenses payable by the Company estimated at $550,000.
(3) The Company has granted to the Underwriters a 30-day option to purchase up
to 300,000 additional shares of Common Stock solely to cover over-
allotments, if any. If the Underwriters exercise this option in full, the
Price to Public will total $ , the Underwriting Discount will total $
and the Proceeds to Company will total $ . See "Underwriting."
The shares of Common Stock are offered by the several Underwriters named
herein, subject to receipt and acceptance by them and subject to their right to
reject any order in whole or in part. It is expected that delivery of the
certificates representing such shares will be made against payment therefor at
the office of Montgomery Securities on or about , 1996.
-----------
MONTGOMERY SECURITIES
ALEX. BROWN & SONS
INCORPORATED
UNTERBERG HARRIS
JOSEPHTHAL, LYON & ROSS
INCORPORATED
May , 1996
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the reporting requirements of the Exchange Act,
and in accordance therewith, files, annual and quarterly reports, proxy and
information statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements and other
information can be inspected and copied at the public reference facilities
maintained by the Commission at its office at Room 1034, 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the Commission's regional offices at
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661 and 7 World Trade Center, Suite 1300, New York, New York 10048.
Copies of such materials can be obtained from the public reference section of
the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. The Company's Common Stock is quoted on the Nasdaq National Market and
reports, proxy statements and other information concerning the Company can be
inspected at the National Association of Securities Dealers, Inc., 9513 Key
West Avenue, Rockville, Maryland 20850.
This Prospectus constitutes a part of a Registration Statement on Form S-3
(herein, together with all amendments, schedules and exhibits, referred to as
the "Registration Statement") filed by the Company with the Commission under
the Securities Act. This Prospectus does not contain all of the information
set forth in the Registration Statement and certain parts are omitted in
accordance with the rules and regulations of the Commission. For further
information with respect to the Company and the Common Stock offered hereby,
reference is made to such Registration Statement. Statements contained in this
Prospectus as to the contents of any contract or other document referred to
are not necessarily complete, and in each instance, reference is made to the
copy of such contract or other document filed as an exhibit or incorporated by
reference to the Registration Statement of which this Prospectus forms a part,
each such statement being qualified in all respects by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed by the Company with the Commission
(File No. 0-22874) pursuant to the Exchange Act are incorporated herein by
reference: (1) the Company's Annual Report on Form 10-K for the fiscal year
ended June 30, 1995 and (2) the description of the Company's Common Stock
contained in the Company's Registration Statement on Form 8-A filed with the
Commission on November 15, 1993; (3) the Company's Quarterly Reports on Form
10-Q for the fiscal quarters ended September 30 and December 31, 1995, and
March 31, 1996; and (4) the Company's Current Report on Form 8-K dated
February 8, 1996.
All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of
this Prospectus and prior to the termination of the offering of the Common
Stock hereunder shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of the filing of such reports and documents.
The Company hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom a copy of this Prospectus is
delivered, upon written or oral request of such person a copy of any or all of
the foregoing documents incorporated herein by reference (exclusive of
exhibits, unless such exhibits are specifically incorporated by reference into
such documents). Requests for such documents should be submitted in writing to
the Corporate Secretary at the corporate headquarters of the Company at 163
Baypointe Parkway, San Jose, California 95134 or by telephone at (408) 434-
1800.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained
herein or in any other subsequently filed document that also is or is deemed
to be incorporated by reference herein modified or supersedes such statement.
Any statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of the Registration Statement or
this Prospectus.
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK
OF THE COMPANY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS AND OTHER SELLING GROUP
MEMBERS MAY ENGAGE IN PASSIVE MARKET MAKING TRANSACTIONS IN THE COMMON STOCK
ON THE NASDAQ NATIONAL MARKET IN ACCORDANCE WITH RULE 10B-6A UNDER THE
SECURITIES EXCHANGE ACT OF 1934. SEE "UNDERWRITING."
2
<PAGE>
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the more detailed
information appearing elsewhere in this Prospectus and other information
incorporated by reference herein. Unless otherwise noted, all information in
this Prospectus (i) assumes no exercise of the Underwriters' over-allotment
option, and (ii) has been adjusted to reflect a two-for-one stock split in the
form of a 100% stock dividend to be paid on June 3, 1996 (the "Stock Split").
THE COMPANY
Uniphase Corporation ("Uniphase" or the "Company") is an optoelectronics
company that designs, develops, manufactures and markets laser subsystems,
laser-based semiconductor wafer defect examination and analysis equipment and
fiber optic telecommunications equipment products. Optoelectronics is a
technology that extends the speed and capacity of conventional electronic
solutions by addressing many of the constraints of the electron with the
particle of light, the photon. A common source of the photon in optoelectronics
is the laser. By combining electronics, photonics and software, optoelectronics
has enabled new technologies such as CD-ROMs and fiber optic communication, and
has created new solutions for existing markets.
Since its founding, Uniphase has shipped over one million lasers and has
become a leading supplier of laser subsystems for OEMs in the biotechnology,
industrial process control, semiconductor wafer inspection, and graphics and
printing markets. The Company focuses on selling its laser subsystems to such
customers at the design-in phase of a product, creating the potential for
recurring sales throughout a product's life. The Company has leveraged its
expertise in gas lasers to develop smaller, more efficient solid state lasers,
which the Company believes will be the primary commercial laser technology in
the future.
The Company's strategy is to leverage its core competencies in laser
technology to develop highly focused and differentiated applications where
there is a convergence of market need and optoelectronic technology. The
Company's knowledge of laser technology enabled it to introduce an
optoelectronics application for the semiconductor capital equipment industry,
the Ultrapointe laser imaging system (the "Ultrapointe System"), in June 1993.
The Ultrapointe System works in conjunction with automated inspection systems
from vendors such as Tencor Instruments ("Tencor") and KLA Instruments ("KLA")
to enable semiconductor manufacturers to more accurately identify and classify
defects. This defect examination and analysis procedure enables semiconductor
manufacturers to improve yields by identifying and containing process problems.
As of March 31, 1996, the Company had sold 63 Ultrapointe Systems to leading
semiconductor manufacturers worldwide. In November 1995, Tencor became the
exclusive OEM reseller of the Ultrapointe System. In May 1996, the Company
introduced its Identifier software product, an optional feature that provides
automatic defect classification ("ADC") capability for Ultrapointe Systems.
Working in conjunction with the Ultrapointe System, the Identifier software
automates the defect classification process, thereby improving the precision
and repeatability of defect classification.
The Company extended its optoelectronic product offerings into the
telecommunications equipment market by acquiring Uniphase Telecommunications
Products, Inc. ("UTP") in May 1995. UTP designs, develops, manufactures and
markets high-speed external modulators and transmitters for fiber optic
networks in the long-haul telecommunications and cable television ("CATV")
industries. The Company is currently seeking to acquire two affiliated
companies, GCA Fibreoptics Ltd. ("GCA") and Fiberoptic Alignment Solutions,
Inc. ("FAS") which the Company intends to combine and operate under the name
Uniphase Fiberoptic Products, Ltd. ("UFP") as a division of UTP. If UFP is
acquired by the Company, UFP would expand the Company's presence in the
optoelectronic communications market. The Company has entered into a definitive
agreement with the shareholders of FAS and is currently negotiating a
definitive purchase agreement with GCA and its shareholders. UFP custom
packages laser diodes, light emitting diodes ("LEDs") and photodetectors for
OEMs for use in fiber optic networks.
3
<PAGE>
THE OFFERING
<TABLE>
<S> <C>
Common Stock offered........................ 2,000,000 shares
Common Stock to be outstanding after the Of-
fering..................................... 15,814,264 shares (1)
Nasdaq National Market symbol............... UNPH
Use of proceeds............................. General corporate purposes,
including working capital, capital
expenditures and possible
acquisitions.
</TABLE>
SUMMARY CONSOLIDATED FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
FISCAL YEARS ENDED JUNE 30, MARCH 31,
----------------------------------------------- -----------------
1991 1992 1993 1994 1995 1995 1996
------- ------- ------- ------- ------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
CONSOLIDATED STATEMENT OF
OPERATIONS DATA:
Net sales............... $23,480 $26,405 $27,314 $32,922 $42,282 $ 30,146 $ 47,342
Gross profit............ 8,822 9,794 9,444 12,855 18,169 12,768 22,240
Operating expenses:
Research and
development........... 2,031 2,381 1,986 3,058 3,710 2,707 4,093
Royalty and license.... 939 1,023 986 1,212 1,172 995 1,205
Selling, general and
administrative........ 3,557 4,221 5,417 (2) 5,693 (2) 7,355 5,176 8,942
Infrequent or unusual
charges:
Acquired in-process
research and
development.......... -- -- -- -- 4,460 (3) -- --
Loss on sale of
product line......... -- -- -- -- 891 (3) -- --
Litigation (4)........ -- 397 2,381 (355) -- -- --
------- ------- ------- ------- ------- -------- --------
Total operating
expenses............... 6,527 8,022 10,770 9,608 17,588 8,878 14,240
------- ------- ------- ------- ------- -------- --------
Income (loss) from
operations............. 2,295 1,772 (1,326) 3,247 581 3,890 8,000
Net income (loss)....... $ 1,456 $ 1,127 $ (798) $ 2,231 $ 735 $ 2,706 $ 5,661
Net income (loss) per
share.................. $ 0.24 $ 0.19 $ (0.14) $ 0.27 $ 0.07 $ 0.27 $ 0.44
Shares used in per share
calculation............ 6,080 5,888 5,510 8,274 10,082 9,966 12,962
</TABLE>
<TABLE>
<CAPTION>
MARCH 31, 1996
--------------------
AS
ACTUAL ADJUSTED (5)
------- ------------
<S> <C> <C>
CONSOLIDATED BALANCE SHEET DATA:
Working capital............................................ $51,033 $109,383
Total assets............................................... 96,700 155,050
Long-term obligations...................................... -- --
Total stockholders' equity................................. 86,845 145,195
</TABLE>
- --------
(1) Based on the number of shares of Common Stock outstanding as of May 20,
1996. Excludes (i) approximately 2,411,430 shares of Common Stock reserved
for issuance pursuant to the exercise of stock options outstanding under
the Company's stock plans as of March 31, 1996, having a weighted average
exercise price of $6.44 per share, and (ii) approximately 203,552 shares of
Common Stock reserved for future grants or issuance under the Company's
stock plans.
(2) In fiscal 1993, includes $217,000 of expenses relating to the
reorganization of the Company's international operations and $300,000 of
expenses accrued for certain intellectual property matters. In fiscal 1994,
it was determined that the costs related to the intellectual property
matters would not have to be paid, and, accordingly, such costs were
reversed. See "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and Note 14 of Notes to Consolidated Financial
Statements.
(3) During fiscal 1995, the Company incurred charges totaling $5.4 million,
primarily for acquired in-process research and development and, to a lesser
extent, for the loss on the sale of the Company's diode laser product line.
The acquired in-process research and development resulted primarily from
the cash purchase of UTP from United Technologies Corporation for a total
purchase price, including acquisition expenses, of $8.7 million. Such
charges reduced net income per share for fiscal 1995 by $0.33. See Notes 10
and 11 of Notes to Consolidated Financial Statements.
(4) During fiscal years 1992 and 1993, the Company accrued litigation costs of
$397,000 and $2.4 million, respectively, pertaining primarily to a patent
infringement action brought against the Company, and to a lesser extent in
fiscal 1993, for actions against the Company by certain former employees.
The patent infringement action was settled in fiscal 1993. Due to the
settlement of one of the former employee actions in fiscal 1994 at a cost
less than anticipated and the re-evaluation of the potential liability with
respect to the remaining outstanding lawsuit, the Company reversed $355,000
of accrued legal expense in fiscal 1994. See Note 14 of Notes to
Consolidated Financial Statements.
(5) Adjusted to reflect the sale of 2,000,000 shares of Common Stock offered
hereby, at an assumed public offering price of $31.00 per share after
deducting the underwriting discount and estimated offering expenses and
receipt of the proceeds therefrom. See "Use of Proceeds" and
"Capitalization."
4
<PAGE>
RISK FACTORS
In evaluating the Company's business, prospective investors should carefully
consider the following factors in addition to the other information presented
in this Prospectus and in the documents incorporated by reference herein. The
statements contained in this Prospectus that are not purely historical are
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including
but not limited to statements regarding the Company's expectations, hopes,
beliefs, intentions or strategies regarding the future. Actual results could
differ materially from those projected in any forward-looking statements as a
result of a number of factors, including those detailed in this "Risk Factors"
portion of this Prospectus as well as those set forth elsewhere in this
Prospectus. The forward-looking statements are made as of the date of this
Prospectus and the Company assumes no obligation to update the forward-looking
statements, or to update the reasons why actual results could differ
materially from those projected in the forward-looking statements.
RISKS ASSOCIATED WITH THE TELECOMMUNICATIONS EQUIPMENT MARKET
The Company entered the telecommunications equipment market by acquiring UTP
in May 1995. UTP designs, develops, manufactures and markets high-speed
external modulators and transmitters for fiber optic networks in the long-haul
telecommunications and CATV industries. The CATV and telecommunications
industries are characterized by rapidly evolving technology, intense
competition, fluctuations in capital spending and uncertainty surrounding the
level of governmental regulation. To compete successfully, the Company must
design, develop, manufacture and sell new products that provide increasingly
higher levels of performance and reliability. As new markets develop, the
Company must successfully develop new products for these markets to remain
competitive. There can be no assurance that the Company will successfully
develop new products, or that new products developed by the Company will
achieve market acceptance or not be rendered obsolete or uncompetitive by
products of other companies. Significant competitive factors include product
performance and reliability, product price, the capability to provide strong
customer support and service, customer relationships and breadth of product
line. There can be no assurance that the Company will be able to compete
successfully in the future with respect to these or any other competitive
factors or that competition in these markets will not have a material adverse
effect on the Company's business and operating results. The Company is
currently seeking to acquire UFP. UFP custom packages laser diodes, LEDs and
photodetectors for OEMs for use in fiber optic networks for local
telecommunications and data communications. To date, the Company had not been
engaged in local telecommunications and data communications applications and
has no experience in developing, manufacturing, selling or supporting products
for these applications. No assurance can be made that the Company can
successfully provide these applications for the local telecommunications or
data communications markets or that it can successfully consummate the
acquisition of UFP and assimilate UFP into the Company's other business
operations.
UTP and UFP's products are designed to operate in CATV and other
communications networks that use fiber optic cable to transmit signals. Thus,
demand for the Company's products depends to a significant extent upon the
magnitude and timing of capital spending by CATV and telecommunications
operators for constructing, rebuilding or upgrading fiber optic systems which
in turn directly affects purchases by CATV and telecommunications equipment
suppliers. Furthermore, sales of the Company's CATV products are highly
dependent on the rate at which CATV OEMS and in turn, their customers, the
multiple systems operators ("MSOs"), move to adopt externally modulated
products operating at 1550 nanometers ("nm") for their trunk lines. Although
the Company believes that this technology offers certain advantages, there is
no assurance that OEMs and MSOs will continue to migrate to this solution. In
addition, the uncertainty regarding the level of governmental regulation and
regulatory reform affects capital expenditures in the CATV and
telecommunications industries. There can be no assurance that the Company's
business and operating results will not be materially and adversely affected
by these factors. See "Business--Products and Markets."
5
<PAGE>
CYCLICALITY OF SEMICONDUCTOR INDUSTRY
The Company's Ultrapointe Systems and a portion of its laser subsystems
businesses depend upon capital expenditures by manufacturers of semiconductor
devices, including manufacturers that are opening new or expanding existing
fabrication facilities, which, in turn, depend upon the current and
anticipated market demand for semiconductor devices and the products utilizing
such devices. The semiconductor industry is highly cyclical, and historically
has experienced periods of oversupply, resulting in significantly reduced
demand for capital equipment. The semiconductor industry is currently
experiencing a downturn which has led many semiconductor manufacturers to
delay or cancel capital expenditures. Certain of the Company's customers have
delayed or canceled purchases of the Company's Ultrapointe Systems. There can
be no assurance that the Company's operating results will not be materially
and adversely affected by these factors. Furthermore, there can be no
assurance that the semiconductor industry will not experience further
downturns or slowdowns in the future, which may materially and adversely
affect the Company's business and operating results. See "Business--Sales and
Marketing."
DECLINING MARKET FOR GAS LASERS; DEVELOPMENT AND OTHER RISKS RELATING TO SOLID
STATE LASER TECHNOLOGIES
To date, a substantial portion of the Company's revenue has been derived
from sales of gas laser subsystems. The market for gas lasers is mature and is
expected to decline as customers transition from conventional lasers,
including gas, to solid state lasers, which are currently expected to be the
primary commercial laser technology in the future. In response to this
transition, the Company has devoted substantial resources to developing solid
state laser products and has introduced its initial solid state products. To
date, sales of the Company's solid state laser products have been limited and
primarily for customer evaluation purposes. Solid state laser products are
still evolving, and there can be no assurance that the Company's solid state
laser products will be successfully designed into customers' products or
achieve commercial sales volumes. The Company believes that a number of
companies are further advanced than the Company in their development efforts
for solid state lasers and are competing with evaluation units for many of the
same design-in opportunities that the Company is pursuing. It is anticipated
that the average selling price of solid state lasers may be significantly less
in certain applications than the gas laser products the Company is currently
selling in these markets. If the Company is unable to successfully make this
transition from gas to solid state lasers, its business, operating results and
financial condition will be materially and adversely affected. The Company
further believes it will be necessary to continue to reduce the cost of
manufacturing and to broaden the wavelengths provided by its laser products.
There can be no assurance that the Company will successfully develop new solid
state laser products, or that any solid state lasers products will achieve
market acceptance or not be rendered obsolete or uncompetitive by products of
other companies. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and "Business--Company Strategy" and "--
Laser Products."
MANAGEMENT OF GROWTH; PROPOSED UFP ACQUISITION
The Company has experienced recent growth through both increased levels of
operations in its existing businesses and the acquisition of UTP in May 1995.
The Company is devoting significant resources to develop new solid state
lasers for OEM customers, to improve products and increase market penetration
of its Ultrapointe Systems and to increase its penetration of the CATV and
telecommunications industries. In addition, the Company is now increasing its
marketing, customer support and administrative functions in order to support
an increased level of operations from sales of its Ultrapointe Systems and its
telecommunications equipment products. No assurance can be given that the
Company will be successful in creating this infrastructure or that any
increase in the level of such operations will justify the increased expense
levels associated with these businesses.
The Company is currently seeking to acquire UFP. To date, the Company has
entered into a definitive stock purchase agreement with the shareholders of
FAS to acquire 100% of the outstanding shares of FAS and is currently
negotiating with the shareholders of GCA to acquire 100% of the outstanding
shares of GCA. The successful consummation of the proposed UFP acquisition
depends on the Company's ability to reach
6
<PAGE>
agreements with the shareholders of GCA to sell their GCA shares for the
consideration offered by the Company. No assurance can be given that Uniphase
will be successful in acquiring UFP or that such acquisition will occur on the
terms proposed by the Company. The estimated total purchase price of $9.1
million includes a proposed aggregate consideration of $8.6 million for both
GCA and FAS, payable through a combination of cash and notes, and estimated
direct transaction costs of $500,000. If the Company acquires UFP, the Company
will enter the local telecommunications and data communications markets in
which it had no previous experience, and will expand its employee base by
approximately 45 persons. The success of the proposed UFP acquisition will
also be dependent on the Company's ability to integrate UFP into its existing
operations as a division of UTP. If the Company acquires UFP, UTP's ability to
manage UFP will be complicated by the geographical distance between UTP's
facilities in Bloomfield, Connecticut and Chalfont, Pennsylvania and UFP's
locations in the United Kingdom and in Batavia, Illinois. There can be no
assurance that the operations of UFP can be successfully integrated into UTP
or that such integration will not strain the Company's available management,
manufacturing, financial and other resources.
The Company also made capital expenditures to acquire certain properties in
San Jose, California totaling 109,000 square feet, which included land,
building and improvements for an aggregate purchase price of approximately
$11.0 million and continues to invest in property, plant and equipment needed
for its business requirements, including adding to manufacturing capacity
throughout the Company. Any failure to utilize these areas in an efficient
manner could have a material adverse effect on the Company.
Other than the UFP acquisition, the Company currently has no commitments
with respect to any future acquisitions. The Company, however, frequently
evaluates the strategic opportunities available to it and may in the future
pursue acquisitions of additional complementary products, technologies or
businesses. Such acquisitions by the Company may result in the diversion of
management's attention from the day-to-day operations of the Company's
business and may include numerous other risks, including difficulties in the
integration of the operations and products, integration and retention of
personnel of the acquired companies and certain financial risks. Future
acquisitions by the Company may result in dilutive issuances of equity
securities, the incurrence of additional debt, reduction of existing cash
balances, amortization expenses related to goodwill and other intangible
assets and other charges to operations that may materially adversely affect
the Company's business, financial condition or operating results. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."
VARIABILITY AND UNCERTAINTY OF QUARTERLY OPERATING RESULTS
The Company has experienced and expects to continue to experience
significant fluctuations in its quarterly results. The Company believes that
fluctuations in quarterly results may cause the market price of its Common
Stock to fluctuate, perhaps substantially. Factors which have had an influence
on and may continue to influence the Company's operating results in a
particular quarter include the timing of the receipt of orders from major
customers, product mix, competitive pricing pressures, the relative
proportions of domestic and international sales, costs associated with the
acquisition or disposition of businesses, products or technologies, the
Company's ability to design, manufacture and ship products on a cost effective
and timely basis, the delay between incurrence of expenses to further develop
marketing and service capabilities and realization of benefits from such
improved capabilities, the announcement and introduction of cost-effective new
products by the Company and by its competitors, and expenses associated with
any intellectual property litigation. In addition, the Company's sales will
often reflect orders shipped in the same quarter that they are received.
Moreover, customers may cancel or reschedule shipments, and production
difficulties could delay shipments. The timing of sales of the Company's
Ultrapointe Systems may result in substantial fluctuations in quarterly
operating results due to the substantially higher per unit price of these
products relative to the Company's other products. In addition, the Company
sells its telecommunications equipment products to OEMs who typically order in
large quantities and therefore the timing of such sales may significantly
affect the Company's quarterly results. The timing of such OEM sales can be
affected by factors beyond the Company's control, including demand for the
OEM's products and manufacturing issues experienced by OEMs. In this regard,
the Company recently experienced a temporary rescheduling of orders by one OEM
telecommunications customer. As a result of the above factors, the Company's
results of operations are subject to significant variability from quarter to
quarter. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations--Quarterly Results of Operations," "Business--
Semiconductor Capital Equipment Products" and "--Backlog."
7
<PAGE>
The Company's operating results in a particular quarter may also be affected
by the acquisition or disposition of other businesses, products or
technologies by the Company. For example, in the fourth quarter of fiscal
1995, the Company incurred charges totaling $5.4 million, primarily for
acquired in-process research and development in connection with the Company's
acquisition of UTP, and to a lesser extent from the loss on the sale of the
Company's diode laser product line. Such charges reduced net income per share
for the fourth quarter of fiscal 1995 by $0.34 and for fiscal 1995 by $0.33.
During the quarter ending June 30, 1996, the Company incurred a charge of
approximately $3.0 million in connection with the cancellation of certain UTP
options and granting of replacement options to purchase Uniphase Common Stock
to UTP employees in order to operate UFP as a division of UTP. If the UFP
acquisition is consummated in the quarter ending June 30, 1996, the Company
will incur an additional estimated charge of $4.5 million for acquired in-
process research and development in connection with this acquisition in such
quarter. There can be no assurance that other acquisitions or dispositions of
businesses, products or technologies by the Company in the future will not
result in substantial charges or other expenses that may cause fluctuations in
the Company's quarterly operating results. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations."
INTENSE INDUSTRY COMPETITION
The laser, semiconductor capital equipment, CATV and telecommunications
industries in which the Company sells its products are highly competitive. In
each of the markets it serves, the Company faces intense competition from
established competitors, many of which have substantially greater financial,
engineering, research and development, manufacturing, marketing, service and
support resources. The Company is a recent entrant into the semiconductor
capital equipment, the CATV and telecommunications marketplaces and competes
with many companies in those markets that have substantially greater
resources, including greater name recognition, a larger installed base of
products and longer standing customer relationships. In order to remain
competitive, the Company must maintain a high level of investment in research
and development, marketing, and customer service and support. There can be no
assurance that the Company will be able to compete successfully in the laser,
semiconductor capital equipment, CATV or telecommunications industries in the
future, that the Company will have sufficient resources to continue to make
such investments, that the Company will be able to make the technological
advances necessary to maintain its competitive position or that its products
will receive market acceptance. The semiconductor capital equipment market is
frequently affected by new product introductions and new technologies that
make existing production and inspection equipment obsolete. There can be no
assurance that others will not introduce products which compete with the
Ultrapointe System or which render the Ultrapointe System obsolete or
uncompetitive based on existing or new technologies. In addition, there can be
no assurance that technological changes or development efforts by the
Company's competitors will not render the Company's products or technologies
obsolete or uncompetitive. See "Business--Sales and Marketing" and "--
Competition."
DEPENDENCE ON KEY OEM RELATIONSHIPS
In November 1995, the Company entered into an exclusive OEM resale agreement
with Tencor pursuant to which Tencor will distribute Ultrapointe Systems
through its worldwide distribution channels. As a result of such agreement,
the Company currently expects that Tencor will account for a majority of
Ultrapointe's net sales for the foreseeable future. In addition, one laser
subsystems customer, the Applied Biosystems Division of Perkin-Elmer
Corporation, accounted for approximately 11%, 12%, 12% and 13% of the
Company's net sales for fiscal years 1993, 1994, 1995, and the nine months
ended March 31, 1996, respectively. The loss of orders from these or other OEM
relationships could have a materially adverse effect on the Company's business
and operating results.
ATTRACT AND RETAIN KEY PERSONNEL
The future success of the Company is dependent, in part, on its ability to
attract and retain certain key personnel. In particular, the Company's
research and development efforts are dependent on the Company being able to
hire and retain engineering staff with the requisite qualifications.
Competition in recruiting highly skilled engineering personnel is extremely
intense, and the Company is currently experiencing substantial difficulty in
8
<PAGE>
identifying and hiring certain qualified engineering personnel in many areas
of its business. No assurance can be given that the Company will be able to
successfully hire such personnel at compensation levels that are consistent
with the Company's existing compensation and salary structure. The Company's
future success will also depend to a large extent on the continued
contributions of its executive officers and other key management and technical
personnel, none of whom has an employment agreement with the Company and each
of whom would be difficult to replace. The Company maintains a key person life
insurance policy on its Chief Executive Officer, but it does not maintain such
insurance on any other persons. The loss of the services of one or more of the
Company's executive officers or key personnel or the inability to continue to
attract qualified personnel could delay product development cycles or
otherwise have a material adverse effect on the Company's business and
operating results. See "Business--Research and Development," "--Employees" and
"Management."
CONFLICTING PATENTS AND INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES;
POTENTIAL INFRINGEMENT CLAIMS
The laser, semiconductor capital equipment, CATV and telecommunications
industries in which the Company sells its products are characterized by
frequent litigation regarding patent and other intellectual property rights.
Numerous patents in these industries are held by others, including academic
institutions and competitors of the Company. Such patents could inhibit the
Company's ability to develop new products for such markets. From time to time,
the Company has received notices claiming that it has infringed third-party
patents or other intellectual property rights. While in the past licenses
generally have been available to the Company where third-party technology was
necessary or useful for the development or production of the Company's
products, there can be no assurance that licenses to third-party technology
will be available on commercially reasonable terms, if at all. Generally, a
license, if granted, would include payments by the Company of up-front fees,
ongoing royalties or a combination thereof. There can be no assurance that
such royalty or other terms would not have a significant adverse impact on the
Company's operating results. The Company is a licensee of a number of third
party technologies and intellectual property rights and is required to pay
royalties to these third party licensors on certain of its products. During
fiscal 1995 and the nine months ended March 31, 1996, the Company expensed
approximately $1.2 million and $1.2 million, respectively, in license and
royalty fees primarily in connection with its gas laser subsystems. In
addition, there can be no assurance that third parties will not assert claims
against the Company with respect to the Company's existing products or with
respect to future products under development by the Company. In the event of
litigation to determine the validity of any third-party claims, such
litigation could result in significant expense to the Company and divert the
efforts of the Company's technical and management personnel, whether or not
such litigation is determined in favor of the Company. In the event of an
adverse result in any such litigation, the Company could be required to expend
significant resources to develop non-infringing technology or to obtain
licenses to the technology which is the subject of the litigation. There can
be no assurance that the Company would be successful in such development or
that any such licenses would be available to the Company. In the absence of
such a license, the Company could be enjoined from future sales of the
infringing product or products. In fiscal years 1992 and 1993, the Company
incurred substantial legal expenses in connection with a patent infringement
action relating to the Company's current gas laser subsystems brought by
Spectra-Physics Lasers, Inc. ("Spectra-Physics"). While the Spectra-Physics
case has since been settled, no assurance can be given that, in the future,
the Company will be able to avoid similar actions by competitors or others or
that the Company will not be forced to initiate its own actions to protect its
proprietary position. See "Business--Patents and Proprietary Rights."
LIMITED PROTECTION OF INTELLECTUAL PROPERTY
The Company's future success depends in part upon its intellectual property,
including trade secrets, know-how and continuing technological innovation.
There can be no assurance that the steps taken by the Company to protect its
intellectual property will be adequate to prevent misappropriation or that
others will not develop competitive technologies or products. The Company
currently holds 30 U.S. patents on products or processes and certain
corresponding foreign patents and has applications for certain patents
currently pending. While three patents have been issued with respect to the
Company's Ultrapointe Systems, no assurance can be given that competitors will
not successfully challenge the validity of these patents or design products
that avoid infringement of the Company's proprietary rights with respect to
its Ultrapointe Systems. There can be no
9
<PAGE>
assurance that other companies are not investigating or developing other
technologies that are similar to the Company's, that any patents will issue
from any application pending or filed by the Company or that, if patents do
issue, the claims allowed will be sufficiently broad to deter or prohibit
others from marketing similar products. In addition, there can be no assurance
that any patents issued to the Company will not be challenged, invalidated or
circumvented, or that the rights thereunder will provide a competitive
advantage to the Company. Further, the laws of certain territories in which
the Company's products are or may be developed, manufactured or sold,
including Asia, Europe or Latin America, may not protect the Company's
products and intellectual property rights to the same extent as the laws of
the United States. See "Business--Patents and Proprietary Rights."
DEPENDENCE ON SOLE AND LIMITED SOURCE SUPPLIERS
Various components included in the manufacture of the Company's products are
currently obtained from single or limited source suppliers. A disruption or
loss of supplies from these companies or an increase in price of these
components would have a material adverse effect on the Company's results of
operations, product quality and customer relationships. For example, the
Company obtains all the robotics, workstations and many optical components
used in its Ultrapointe Systems from Equipe Technologies, Silicon Graphics,
Inc., and Olympus Corporation, respectively. The Company currently utilizes a
sole source for the crystal semiconductor chip sets incorporated in the
Company's solid state microlaser products and acquires its pump diodes for use
in its solid state laser products from SDL, Inc., Opto Power Corporation and
GEC. The Company also obtains lithium niobate wafers and specialized fiber
components used in its UTP products primarily from Crystal Technology Inc. and
Fujikura, Ltd., respectively. The Company does not have long-term or volume
purchase agreements with any of these suppliers, and no assurance can be given
that these components will be available in the quantities required by the
Company, if at all. Further, UTP depends on relatively specialized components
and it cannot be assured that its respective suppliers will be able to
continue to meet UTP's requirements. See "Business--Manufacturing".
DIFFICULTIES IN MANUFACTURE OF THE COMPANY'S PRODUCTS
The manufacture of the Company's products involves highly complex and
precise processes, requiring production in highly controlled and clean
environments. Changes in the Company's or its suppliers' manufacturing
processes or the inadvertent use of defective or contaminated materials by the
Company or its suppliers could adversely affect the Company's ability to
achieve acceptable manufacturing yields and product reliability. In addition,
UTP has previously experienced certain manufacturing yield problems that have
materially and adversely affected both UTP's ability to deliver products in a
timely manner to its customers and its operating results. The Company recently
began manufacturing UTP products at its newly constructed clean room at UTP's
Bloomfield, Connecticut facility and in May 1996 vacated the clean room space
leased from UTP's former parent corporation. No assurance can be given that
the Company will be successful in manufacturing UTP products in the future at
performance or cost levels necessary to meet its customer needs, if at all. In
addition, UTP established a new transmitter production facility in Chalfont,
Pennsylvania in March 1996 and consolidated the transmitter production line
previously located in Bloomfield, Connecticut into this facility in April
1996. The Company has no assurance that this facility will be able to deliver
the planned production quantities of transmitters to customers specifications
at the cost and yield levels required. To the extent the Company or UTP does
not achieve and maintain yields or product reliability, the Company's
operating results and customer relationships will be adversely affected. See
"Business--Manufacturing."
FUTURE CAPITAL REQUIREMENTS
The Company is devoting substantial resources to the development of new
products for the solid state laser, semiconductor capital equipment, CATV and
telecommunications markets. Although the Company believes that the net
proceeds from the sale of the Common Stock in this offering, together with
existing cash balances, cash flow from operations and available lines of
credit, will be sufficient to meet its capital requirements at least through
the end of calendar year 1997, the Company may be required to seek additional
equity or debt financing to compete effectively in these markets. The timing
and amount of such capital requirements cannot be precisely
10
<PAGE>
determined at this time and will depend on several factors, including the
Company's acquisitions and the demand for the Company's products and products
under development. There can be no assurance that such additional financing
will be available when needed, or, if available, will be on terms satisfactory
to the Company. See "Use of Proceeds" and "Management's Discussion and
Analysis of Financial Condition and Results of Operations--Liquidity and
Capital Resources."
VOLATILITY OF COMMON STOCK PRICE
The market price of the Company's Common Stock has recently been and is
likely to continue to be highly volatile and significantly affected by factors
such as fluctuations in the Company's operating results, announcements of
technological innovations or new products by the Company or its competitors,
governmental regulatory action, developments with respect to patents or
proprietary rights, general market conditions and other factors. Further, the
Company's net sales or operating results in future quarters may be below the
expectations of public market securities analysts and investors. In such
event, the price of the Company's Common Stock would likely decline, perhaps
substantially. In addition, the stock market has from time to time experienced
significant price and volume fluctuations that are unrelated to the operating
performance of particular companies. See "Price Range of Common Stock."
RISKS ASSOCIATED WITH INTERNATIONAL SALES
International sales accounted for approximately 31.8%, 28.9%, 30.3% and
25.2% of the Company's net sales in fiscal years 1993, 1994, 1995 and the nine
months ended March 31, 1996, respectively, and the Company expects that
international sales will continue to account for a significant portion of the
Company's net sales. The Company may continue to expand its operations outside
of the United States and to enter additional international markets, both of
which will require significant management attention and financial resources.
International sales are subject to inherent risks, including unexpected
changes in regulatory requirements, tariffs and other trade barriers,
political and economic instability in foreign markets, difficulties in
staffing and management and integration of foreign operations, longer payment
cycles, greater difficulty in accounts receivable collection, currency
fluctuations and potentially adverse tax consequences. Since substantially all
of the Company's foreign sales are denominated in U.S. dollars, the Company's
products may also become less price competitive in countries in which local
currencies decline in value relative to the U.S. dollar. The Company's
business and operating results may also be materially and adversely affected
by lower sales levels which typically occur during the summer months in Europe
and certain other overseas markets. Furthermore, the sales of many of the
Company's OEM customers are dependent on international sales and,
consequently, this further exposes the Company to the risks associated with
such international sales. See "Management's Discussion and Analysis of
Financial Conditions and Results of Operations" and "Business--Marketing and
Sales."
ISSUANCE OF PREFERRED STOCK; POTENTIAL ANTI-TAKEOVER EFFECTS OF DELAWARE LAW
The Board of Directors has the authority to issue up to 1,000,000 shares of
undesignated Preferred Stock and to determine the powers, preferences and
rights and the qualifications, limitations or restrictions granted to or
imposed upon any wholly unissued shares of undesignated Preferred Stock and to
fix the number of shares constituting any series and the designation of such
series, without any further vote or action by the Company's shareholders. The
Preferred Stock could be issued with voting, liquidation, dividend and other
rights superior to those of the holders of Common Stock. The issuance of
Preferred Stock under certain circumstances could have the effect of delaying,
deferring or preventing a change in control of the Company.
The Company is subject to the provisions of Section 203 of the Delaware
General Corporation Law prohibiting publicly-held Delaware corporations from
engaging in business combinations with certain stockholders for a specified
period of time without the approval of substantially all of its outstanding
voting stock. Such provisions could delay or impede the removal of incumbent
directors and could make more difficult a merger, tender offer or proxy
contest involving the Company, even if such events could be beneficial, in the
11
<PAGE>
short term, to the interests of the stockholders. In addition, such provisions
could limit the price that certain investors might be willing to pay in the
future for shares of the Company's Common Stock. The Company's Certificate of
Incorporation and Bylaws contain provisions relating to the limitations of
liability and indemnification of its directors and officers, dividing its
Board of Directors into three classes of directors serving three-year terms
and providing that its stockholders can take action only at a duly called
annual or special meeting of stockholders. These provisions also may have the
effect of deterring hostile takeovers or delaying changes in control or
management of the Company.
SUBSTANTIAL NUMBER OF SHARES ELIGIBLE FOR FUTURE SALE
Based on shares outstanding as of May 20, 1996, the Company will have
15,814,264 shares of Common Stock outstanding upon completion of this
offering. Subject to the lock-up agreements noted below, virtually all of
these outstanding shares will be available for immediate resale without
restriction following the completion of this offering. For a period of 90 days
from the date of this Prospectus, all executive officers and directors have
agreed not to sell or otherwise dispose of any of their shares of Common Stock
(plus an additional approximately 86,658 shares of Common Stock exercisable
under stock options vested as of 90 days from the date of this Prospectus)
without the prior written consent of Montgomery Securities. In addition, upon
completion of the offering, and based on options outstanding as of May 20,
1996, there will be outstanding options to purchase a total of approximately
2,616,226 shares of the Company's Common Stock under the stock option plans of
the Company. Sale of substantial amounts of such shares in the public market
or the prospect of such sales could adversely affect the market price of the
Company's Common Stock. See "Principal Stockholders" and "Underwriting."
12
<PAGE>
RECENT DEVELOPMENTS
In November 1995, the Company entered into a three-year agreement with
Tencor under which Tencor became the exclusive OEM reseller for the Company's
Ultrapointe Systems and the Identifier, the Company's ADC software product.
Under the agreement, Tencor will distribute the Ultrapointe System under its
own label worldwide and has the responsibility for installation and service of
the systems it sells. The Company retains the right to distribute its products
through its direct sales force and other channels. The agreement includes a
license providing Tencor with certain ADC technology and payments to the
Company to accelerate ADC development. In connection with the agreement,
Tencor acquired 665,568 shares of the Company's Common Stock for a net
purchase price of approximately $12.3 million.
The Company is currently seeking to acquire UFP. To date, the Company has
entered into a definitive stock purchase agreement with the shareholders of
FAS to acquire 100% of the outstanding shares of FAS and is currently
negotiating with the shareholders of GCA to acquire 100% of the outstanding
shares of GCA. The successful consummation of the proposed UFP acquisition
depends on the Company's ability to reach agreement with the shareholders of
GCA to sell their GCA shares for the consideration offered by the Company. No
assurance can be given that Uniphase will be successful in acquiring UFP or
that such acquisition will occur on the terms proposed by the Company. The
estimated total purchase price of $9.1 million includes a proposed aggregate
consideration of $8.6 million for both GCA and FAS, payable through a
combination of cash and notes, and estimated direct transaction costs of
$500,000. UFP custom packages laser diodes, LEDs and photodetectors for OEMs
for use in fiber optic networks for local telecommunications and data
communications. If the Company acquires UFP, the Company intends to combine
GCA and FAS and operate them under the name Uniphase Fiberoptic Products, Ltd.
("UFP"), which will operate as a division of UTP. If the acquisition of UFP is
consummated in the quarter ending June 30, 1996, the Company expects to incur
an estimated charge of $4.5 million for acquired in-process research and
development in connection with the acquisition in such quarter.
In addition, in order to operate UFP as a division of UTP, management
believes it was necessary to cancel options to purchase UTP stock previously
granted to UTP employees and to grant replacement options to such employees to
purchase Common Stock of the Company. As a result, the Company will incur
compensation expense totaling $4.4 million in connection with such option
grants which were effective on May 15, 1996. Of this total, $3.0 million
relating to options which have vested to date will be charged to expense
during the quarter ending June 30, 1996, and the remaining $1.4 million will
be charged to expense over the remaining three-year vesting period.
USE OF PROCEEDS
The net proceeds to the Company from the sale of the 2,000,000 shares of
Common Stock offered by it hereby are estimated to be $58.4 million ($67.2
million if the Underwriters' over-allotment option is exercised in full),
based on an assumed public offering price of $31.00 per share and after
deducting the underwriting discount and estimated offering expenses. The
Company intends to use the net proceeds of this offering for general corporate
purposes, including working capital, research, development and engineering
expenses, capital expenditures and possible acquisitions of complementary
businesses, products or technologies. The manner in which the Company may
determine to pursue these activities may vary, and may take the form of joint
ventures or other arrangements with third parties or internal development.
Although the Company frequently reviews potential acquisition opportunities,
there are no present plans, agreements or commitments with respect to any such
transaction, and the Company is not currently engaged in any negotiation with
respect to any such acquisition. The Company anticipates that its capital
expenditures for fiscal 1997 will be approximately $4.0 million and that these
expenditures will be used to support the expansion of its current operations,
including the expansion into additional facilities. Pending the uses described
above, the net proceeds of this offering will be invested in short-term,
income producing investments. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations--Liquidity and Capital
Resources."
13
<PAGE>
PRICE RANGE OF COMMON STOCK
The Common Stock trades on the Nasdaq National Market under the symbol UNPH.
The following table sets forth for the periods indicated the high and low sale
prices for the Common Stock as reported on the Nasdaq National Market, which
prices reflect the Stock Split.
<TABLE>
<CAPTION>
HIGH LOW
---- ---
<S> <C> <C>
FISCAL YEAR 1994
Second Quarter (from November 17, 1993).................... $ 4 5/8 $ 4
Third Quarter.............................................. 5 3/8 4 1/4
Fourth Quarter............................................. 4 5/8 3 3/8
FISCAL YEAR 1995
First Quarter.............................................. 5 1/2 3 7/8
Second Quarter............................................. 8 1/8 5 1/4
Third Quarter.............................................. 10 6 3/8
Fourth Quarter............................................. 12 1/8 8 7/8
FISCAL YEAR 1996
First Quarter.............................................. 19 1/16 10 3/8
Second Quarter............................................. 19 12 1/2
Third Quarter.............................................. 21 1/4 14 7/8
Fourth Quarter (through May 29, 1996)...................... 32 1/2 18 5/8
</TABLE>
On May 29, 1996, the last reported sale price of the Common Stock on the
Nasdaq National Market was $31.00 per share. As of May 29, 1996, there were
approximately 55 holders of record of the shares of outstanding Common Stock.
DIVIDEND POLICY
The Company has never declared or paid cash dividends on its Common Stock.
The Company currently intends to retain all future earnings for use in the
operation of its business, and, therefore, does not anticipate paying any cash
dividends in the foreseeable future. In addition, the Company's existing bank
line of credit prohibits the payment of cash dividends on shares of its
capital stock. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations--Liquidity and Capital Resources" and Note
4 of Notes to Consolidated Financial Statements.
14
<PAGE>
CAPITALIZATION
The following table sets forth the capitalization of the Company at March
31, 1996 and as adjusted to reflect the sale of 2,000,000 shares of Common
Stock by the Company at an assumed public offering price of $31.00 per share,
after deducting the underwriting discount and estimated offering expenses, and
the application of the proceeds therefrom. This table should be read in
conjunction with the Consolidated Financial Statements of the Company,
including the related notes thereto, appearing elsewhere in this Prospectus.
<TABLE>
<CAPTION>
MARCH 31, 1996
--------------------
ACTUAL AS ADJUSTED
-------- -----------
(IN THOUSANDS)
<S> <C> <C>
Long-term debt............................................ $ -- $ --
-------- --------
Stockholders' equity:
Preferred stock, $0.001 par value; 1,000,000 shares
authorized, none issued and outstanding................ -- --
Common Stock, $0.001 par value; 20,000,000 shares
authorized, 13,694,138 shares issued and outstanding,
actual; and 15,694,138 shares issued and outstanding,
as adjusted (1)........................................ 14 16
Additional paid-in capital.............................. 72,188 130,536
Retained earnings....................................... 14,608 14,608
Foreign currency translation adjustment................. 35 35
-------- --------
Total stockholders' equity............................ 86,845 145,195
-------- --------
Total capitalization................................. $ 86,845 $145,195
======== ========
</TABLE>
- --------
(1) Excludes (i) approximately 2,411,430 shares of Common Stock issuable upon
exercise of stock options outstanding at March 31, 1996, at a weighted
average exercise price of $6.44 per share under the Company's stock option
plans, (ii) approximately 48,526 shares of Common Stock reserved for
future issuances pursuant to the Company's stock option plans and (iii)
approximately 155,026 shares of Common Stock reserved for future issuance
under the Company's stock purchase plan. See Notes 7 and 8 of Notes to
Consolidated Financial Statements.
15
<PAGE>
SELECTED CONSOLIDATED FINANCIAL DATA
The selected consolidated statement of operations data presented below for
the years ended June 30, 1991 and 1992 and the consolidated balance sheet data
as of June 30, 1991, 1992 and 1993 are derived from audited consolidated
financial statements of the Company, which have been audited by Ernst & Young
LLP but are not contained in this Prospectus. The selected consolidated
statement of operations data presented below for each of the three years in
the period ended June 30, 1995 and the consolidated balance sheet data as of
June 30, 1994 and 1995 are derived from consolidated financial statements of
the Company, which have been audited by Ernst & Young LLP, independent
auditors, and are contained elsewhere in this Prospectus. The unaudited
selected consolidated statement of operations data presented below for the
nine months ended March 31, 1995 and 1996 and the unaudited consolidated
balance sheet data as of March 31, 1996 have been prepared on the same basis
as the information derived from audited financial statements and, in the
opinion of management, contains all adjustments, consisting only of normal
recurring accruals, necessary for the fair presentation of the results of
operations and financial position for such periods. The selected consolidated
financial data set forth below is qualified in its entirety by, and should be
read in conjunction with, the Company's Consolidated Financial Statements and
related notes thereto and "Management's Discussion and Analysis of Financial
Condition and Results of Operations," which are included elsewhere in this
Prospectus.
<TABLE>
<CAPTION>
NINE MONTHS ENDED
FISCAL YEARS ENDED JUNE 30, MARCH 31,
------------------------------------------------- -----------------
1991 1992 1993 1994 1995 1995 1996
------- ------- ------- ------- ------- -------- --------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
CONSOLIDATED STATEMENT
OF OPERATIONS DATA:
Net sales............... $23,480 $26,405 $27,314 $32,922 $42,282 $ 30,146 $ 47,342
Cost of sales........... 14,658 16,611 17,870 20,067 24,113 17,378 25,102
------- ------- ------- ------- ------- -------- --------
Gross profit........... 8,822 9,794 9,444 12,855 18,169 12,768 22,240
Operating expenses:
Research and
development........... 2,031 2,381 1,986 3,058 3,710 2,707 4,093
Royalty and license.... 939 1,023 986 1,212 1,172 995 1,205
Selling, general and
administrative........ 3,557 4,221 5,417 (1) 5,693 (1) 7,355 5,176 8,942
Infrequent or unusual
charges:
Acquired in-process
research and
development.......... -- -- -- -- 4,460 (2) -- --
Loss on sale of
product line......... -- -- -- -- 891 (2) -- --
Litigation (3)........ -- 397 2,381 (355) -- -- --
------- ------- ------- ------- ------- -------- --------
Total operating
expenses............... 6,527 8,022 10,770 9,608 17,588 8,878 14,240
------- ------- ------- ------- ------- -------- --------
Income (loss) from
operations............. 2,295 1,772 (1,326) 3,247 581 3,890 8,000
Other income (expense),
net.................... (7) (9) 139 212 550 404 887
------- ------- ------- ------- ------- -------- --------
Income (loss) before
income taxes........... 2,288 1,763 (1,187) 3,459 1,131 4,294 8,887
Income tax expense
(benefit).............. 832 636 (389) 1,228 396 1,588 3,226
------- ------- ------- ------- ------- -------- --------
Net income (loss)....... $ 1,456 $ 1,127 $ (798) $ 2,231 $ 735 $ 2,706 $ 5,661
======= ======= ======= ======= ======= ======== ========
Net income (loss) per
share.................. $ 0.24 $ 0.19 $ (0.14) $ 0.27 $ 0.07 $ 0.27 $ 0.44
======= ======= ======= ======= ======= ======== ========
Shares used in per share
calculation............ 6,080 5,888 5,510 8,274 10,082 9,966 12,962
</TABLE>
<TABLE>
<CAPTION>
JUNE 30,
--------------------------------------- MARCH 31,
1991 1992 1993 1994 1995 1996
------- ------- ------- ------- ------- ---------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
CONSOLIDATED BALANCE SHEET
DATA:
Working capital............. $ 3,928 $ 5,642 $ 5,002 $18,943 $17,316 $51,033
Total assets................ 10,148 11,563 11,785 26,214 31,910 96,700
Long-term obligations....... 43 268 132 -- -- --
Total stockholders' equity.. 6,148 7,427 6,731 21,331 24,808 86,845
</TABLE>
- -------
(1) In fiscal 1993, includes $217,000 of expenses relating to the
reorganization of the Company's international operations and $300,000 of
expenses accrued for certain intellectual property matters. In fiscal
1994, it was determined that the costs related to the intellectual
property matters would not have to be paid, and, accordingly, such costs
were reversed. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and Note 14 of Notes to Consolidated
Financial Statements.
(2) During fiscal 1995, the Company incurred charges totaling $5.4 million,
primarily for acquired in-process research and development and, to a
lesser extent, the loss on the sale of the Company's diode laser product
line. The acquired in-process research and development primarily resulted
from the cash purchase of UTP from United Technologies Corporation for a
total purchase price, including acquisition expenses, of $8.7 million.
Such charges reduced net income per share for fiscal 1995 by $0.33. See
Notes 10 and 11 of Notes to Consolidated Financial Statements.
(3) During fiscal years 1992 and 1993, the Company accrued litigation costs of
$397,000 and $2.4 million, respectively, pertaining primarily to a patent
infringement action brought against the Company, and to a lesser extent in
fiscal 1993, for actions against the Company by certain former employees.
The patent infringement action was settled in fiscal 1993. Due to the
settlement of one of the former employee actions in fiscal 1994 at a cost
less than anticipated and the re-evaluation of the potential liability
with respect to the remaining outstanding lawsuit, the Company reversed
$355,000 of accrued legal expense in fiscal 1994. See Note 14 of Notes to
Consolidated Financial Statements.
16
<PAGE>
UNAUDITED COMBINED PRO FORMA FINANCIAL INFORMATION
The Company has entered into a definitive stock purchase agreement with the
shareholders of FAS to acquire 100% of the outstanding shares of FAS and is
currently negotiating with the shareholders of GCA to acquire 100% of the
outstanding shares of GCA. The total purchase price is estimated to be
approximately $9.1 million which includes the proposed aggregate consideration
of $8.6 million for both GCA and FAS, payable through a combination of cash
and notes, and estimated direct transaction costs of approximately $500,000.
The same individual is currently the majority shareholder of both GCA and FAS.
The Company intends to combine GCA and FAS and operate them under the name
Uniphase Fiberoptic Products, Ltd. ("UFP").
The Unaudited Pro Forma Combined Financial Information gives effect to the
proposed acquisition of GCA and FAS under the purchase method of accounting
using the assumptions and adjustments described in the accompanying Notes to
Pro Forma Combined Financial Information and should be read in conjunction
with the historical financial statements of the Company and the historical
combined financial statements of GCA and FAS included elsewhere herein. The
pro forma information does not purport to be indicative of the results which
would have been reported if the above transaction had been in effect for the
periods presented or which may result in the future.
The Unaudited Pro Forma Condensed Combined Balance Sheet is presented to
give effect to the proposed transaction as if it had occurred on March 31,
1996 and combines the balance sheet of the Company as of March 31, 1996 with
the combined balance sheet of GCA and FAS as of April 30, 1996. The Unaudited
Pro Forma Condensed Combined Statements of Income assumes the proposed
transaction occurred at the beginning of each period presented and combines
the statements of income of the Company for the year ended June 30, 1995 and
the nine months ended March 31, 1996 with the combined statements of income of
GCA and FAS for the twelve months ended July 31, 1995 and the nine months
ended April 30, 1996. See accompanying notes to unaudited pro forma condensed
combined financial statements.
<TABLE>
<CAPTION>
YEAR ENDED JUNE 30, 1995 NINE MONTHS ENDED MARCH 31, 1996
--------------------------------------- --------------------------------------
PRO PRO
PRO FORMA FORMA PRO FORMA FORMA
UNIPHASE UFP ADJUSTMENTS COMBINED UNIPHASE UFP ADJUSTMENTS COMBINED
-------- ------ ----------- -------- -------- ----- ----------- --------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
UNAUDITED PRO FORMA
CONDENSED COMBINED
STATEMENTS OF
OPERATIONS:
Net sales............... $42,282 $5,822 $48,104 $47,342 4,458 51,800
Cost of sales........... 24,113 3,489 27,602 25,102 3,035 28,137
------- ------ ------- ------- ----- ------
Gross profit............ 18,169 2,333 20,502 22,240 1,423 23,663
Operating expenses:
Research and
development........... 3,710 162 3,872 4,093 119 4,212
Royalty and license.... 1,172 1,172 1,205 -- 1,205
Selling, general and
administrative........ 7,355 1,639 784(A) 10,528 8,942 1,193 587(A) 11,162
750(B) 440(B)
Acquired in-process
research and
development........... 4,460 4,460
Loss on sale of
product line.......... 891 891
------- ------ ------ ------- ------- ----- ------ ------
Total operating
expenses............ 17,588 1,801 1,534 20,923 14,240 1,312 1,027 16,579
------- ------ ------ ------- ------- ----- ------ ------
Income (loss) on
operations............. 581 532 (1,534) (421) 8,000 111 (1,027) 7,084
Other income (expense),
net.................... 550 (81) (360)(A) 109 887 (66) (270)(A) 551
------- ------ ------ ------- ------- ----- ------ ------
Net income (loss) before
income taxes........... 1,131 451 (1,894) (312) 8,887 45 (1,297) 7,635
Income tax expense
(benefit).............. 396 108 (667)(C) (163) 3,226 25 (451)(C) 2,800
------- ------ ------ ------- ------- ----- ------ ------
Net income (loss)....... $ 735 343 (1,227) (149) $ 5,661 $ 20 $ (846) $4,835
======= ====== ====== ======= ======= ===== ====== ======
Net income (loss) per
share.................. $ 0.07 $0.01 $ 0.44 $ 0.37
======= ======= ======= ======
Number of weighted
average shares used in
per share amounts...... 10,082 10,082 12,962 12,962
======= ======= ======= ======
</TABLE>
17
<PAGE>
<TABLE>
<CAPTION>
UNIPHASE UFP PRO FORMA PRO FORMA
MARCH 31, 1996 APRIL 30, 1996 ADJUSTMENTS COMBINED
-------------- -------------- ----------- ---------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
UNAUDITED PRO FORMA CON-
DENSED COMBINED BALANCE
SHEET
ASSETS:
Current assets:
Cash and cash
equivalents.......... $18,581 $ 28 $(3,100)(A) $ 15,509
Short-term
investments.......... 18,287 -- 18,287
Accounts receivable,
net.................. 12,824 779 13,603
Inventories........... 8,810 1,064 9,874
Deferred income taxes
and other current
assets............... 2,215 123 2,338
------- ------ ------- --------
Total current
assets............. 60,717 1,994 (3,100) 59,611
Long-term investments... 14,900 -- 14,900
Property, plant and
equipment, net......... 17,019 886 17,905
Intangible assets....... 3,002 -- 5,477 (A) 8,479
Other assets............ 1,062 3 1,065
------- ------ ------- --------
Total assets........ $96,700 $2,883 $ 2,377 $101,960
======= ====== ======= ========
LIABILITIES AND
STOCKHOLDERS' EQUITY:
Current liabilities:
Accounts payable...... $ 3,308 $ 973 $ 4,281
Accrued liabilities... 6,376 355 6,731
Notes payable......... -- 451 451
Current portion of
long-term debt and
lease obligations.... -- 161 161
------- ------ ------- --------
Total current
liabilities........ 9,684 1,940 11,624
Long-term debt, less
current portion........ -- 159 6,000 6,159
Capital lease
obligation, less
current portion........ -- 96 96
Other non-current
liabilities............ 171 -- 171
Deferred income taxes... 1,565 (A) 1,565
Stockholders' equity:
Common stock.......... 14 3 (3)(A) 14
Other stockholders'
equity............... 86,831 685 (685)(A) 82,331
(4,500)(A)
------- ------ ------- --------
Total stockholders'
equity............. 86,845 688 (5,188)(A) 82,345
------- ------ ------- --------
Total liabilities
and stockholder's
equity........... $96,700 $2,883 $ 2,377 $101,960
======= ====== ======= ========
</TABLE>
NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION
(A) The Company has entered into a definitive stock purchase agreement with
the shareholders of FAS to acquire 100% of the outstanding shares of FAS
and is currently negotiating with the shareholders of GCA to acquire 100%
of the outstanding shares of GCA. The total purchase price is estimated to
be approximately $9.1 million which includes proposed aggregate
consideration of $8.6 million for both GCA and FAS, payable through a
combination of cash and notes, and estimated direct transaction costs of
approximately $500,000. The same individual is currently the majority
shareholder of both GCA and FAS.
Upon the closing of the proposed transaction, the Company expects that an
estimated $4.5 million of the estimated total purchase price will be
allocated to in-process research and development and immediately charged to
expense. This amount is an estimate and is subject to change based on the
completion of an independent valuation which is currently in process. Since
such amount is a non-recurring charge, it has not been included as a pro
forma adjustment to the Unaudited Pro Forma Condensed Combined Statements
of Income. However, this amount has been included as a pro forma adjustment
to the Unaudited Pro Forma Condensed Combined Balance Sheet.
It is anticipated that the remaining $4.6 million of the estimated total
purchase price will be allocated to specifically identifiable assets
acquired and goodwill. It is estimated that the intangible assets acquired
of $3.9 million (net of a deferred tax liabilitiy) will be amortized over a
weighted average life of seven years. The related amortization is reflected
as a pro forma adjustment to the Unaudited Pro Forma Condensed Combined
Statements of Income. Such amounts are estimates and are also subject to
change pending completion of the independent valuation.
18
<PAGE>
NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION--CONTINUED
Interest expense related to the proposed aggregate consideration in the
form of notes has been included in the Unaudited Pro Forma Condensed
Combined Statements of Operations.
(B) The Company intends to combine GCA and FAS and operate them under the name
Uniphase Fiberoptic Products, Ltd. (UFP). UFP will operate as a division
of UTP. In order to operate UFP as a division of UTP, management believes
it was necessary to cancel options to purchase UTP stock previously
granted to UTP employees and to grant replacement options to such
employees to purchase stock of the Company. The Company will incur
compensation expense totaling $4.4 million in connection with such option
grants which were effective on May 15, 1996. Of this total, $3.0 million,
which relates to options which have vested to date, will be charged to
expense during the quarter ending June 30, 1996. This amount has been
included as a pro forma adjustment to the Unaudited Pro Forma Condensed
Combined Balance Sheet but has not been included as a pro forma adjustment
to the Unaudited Pro Forma Condensed Combined Statements of Income because
it is a non-recurring charge. The remaining $1.4 million will be charged
to expense over the remaining vesting period of three years and the
related proportional amounts have been included as a pro forma adjustment
to the Unaudited Pro Forma Condensed Combined Statements of Income.
(C) The pro forma combined provisions for income taxes do not represent the
amounts that would have resulted had Uniphase and GCA and FAS filed
consolidated income tax returns during the periods presented. The pro
forma adjustments have been tax effected at the Company's incremental tax
rate of approximately 40%.
19
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
INTRODUCTION
The Company designs, develops, manufactures and markets laser subsystems,
laser-based semiconductor wafer defect examination and analysis equipment and
fiber optic telecommunications equipment products. The Company's laser
division designs, develops, manufactures and markets laser subsystems for a
broad range of OEM applications which include biotechnology, industrial
process control and measurement, graphics and printing, and semiconductor
equipment. In 1992, the Company established its Ultrapointe subsidiary, which
designs, develops, manufactures and markets advanced laser-based systems for
semiconductor wafer defect examination and analysis and shipped its first
Ultrapointe System in fiscal 1994.
The Company entered the telecommunications and CATV markets when it acquired
UTP in May 1995. UTP designs, develops, manufactures and markets high-speed
external modulators and transmitters for fiber optic networks in the CATV and
long-haul telecommunications industries. The acquisition was accounted for as
a purchase and, accordingly, historical financial information of the Company
includes the results of UTP from the date of the purchase. The Company is in
the process of negotiating to acquire UFP for a total estimated purchase price
of $9.1 million which includes a proposed aggregate consideration of $8.6
million payable through a combination of cash and notes and estimated direct
transaction costs of $500,000. UFP custom packages laser diodes, LEDs and
photodetectors for OEMs for use in fiber optic networks for local
telecommunications and data communications. During the quarter ending June 30,
1996, the Company incurred a charge of approximately $3.0 million in
connection with the cancellation of certain UTP options and granting of
replacement options to purchase Uniphase Common Stock to UTP employees in
order to operate UFP as a division of UTP. If the UFP acquisition is
consummated in the quarter ending June 30, 1996, the Company will incur an
additional estimated charge of $4.5 million for acquired in-process research
and development in connection with this acquisition in such quarter. See
Note 15 of Notes to Consolidated Financial Statements.
QUARTERLY RESULTS OF OPERATIONS
The following table sets forth unaudited results for each of the seven
consecutive quarters in the period ended March 31, 1996. This information is
derived from unaudited consolidated financial statements and, in the opinion
of management, includes all adjustments (consisting of normal recurring
adjustments) necessary for a fair presentation when read in conjunction with
the financial statements of the Company included elsewhere in this Prospectus.
<TABLE>
<CAPTION>
FISCAL YEAR ENDED JUNE 30, 1995 NINE MONTHS ENDED MARCH 31, 1996
-------------------------------- --------------------------------
SEPT. 30 DEC. 31 MAR. 31 JUNE 30 SEPT. 30 DEC. 31 MAR. 31
-------- ------- ------- ------- ----------- ---------- ----------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
Net sales............... $9,083 $9,941 $11,122 $12,136 $ 12,793 $ 15,673 $ 18,876
Cost of sales........... 5,248 5,846 6,284 6,735 6,974 8,310 9,818
------ ------ ------- ------- ---------- ---------- ----------
Gross profit............ 3,835 4,095 4,838 5,401 5,819 7,363 9,058
Operating expenses:
Research and
development............ 809 896 1,002 1,003 911 1,548 1,634
Royalty and license..... 333 331 331 177 363 387 455
Selling, general and
administrative......... 1,703 1,636 1,837 2,179 2,632 3,033 3,277
Infrequent or unusual
charges:
Acquired in-process
research and
development............ -- -- -- 4,460 (1) -- -- --
Loss on sale of product
line................... -- -- -- 891 (1) -- -- --
------ ------ ------- ------- ---------- ---------- ----------
Total operating
expenses............... 2,845 2,863 3,170 8,710 3,906 4,968 5,366
------ ------ ------- ------- ---------- ---------- ----------
Income (loss) from
operations............. 990 1,232 1,668 (3,309) 1,913 2,395 3,692
Other income, net....... 116 172 116 146 48 390 449
------ ------ ------- ------- ---------- ---------- ----------
Income (loss) before
income taxes........... 1,106 1,404 1,784 (3,163) 1,961 2,785 4,141
Income tax expense
(benefit).............. 409 519 660 (1,192) 745 893 1,588
------ ------ ------- ------- ---------- ---------- ----------
Net income (loss)....... $ 697 $ 885 $ 1,124 $(1,971) $ 1,216 $ 1,892 $ 2,553
====== ====== ======= ======= ========== ========== ==========
OTHER DATA:
Income from operations
before infrequent of
unusual charges (2).... $ 990 $1,232 $ 1,668 $ 2,042 $ 1,913 $ 2,395 $ 3,692
</TABLE>
20
<PAGE>
<TABLE>
<CAPTION>
FISCAL YEAR ENDED JUNE 30, 1995 NINE MONTHS ENDED MARCH 31, 1996
-------------------------------- -------------------------------------
SEPT. 30 DEC. 31 MAR. 31 JUNE 30 SEPT. 30 DEC. 31 MAR. 31
-------- ------- ------- ------- ----------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
AS A PERCENTAGE OF NET
SALES:
Net sales............... 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%
Cost of sales........... 57.8 58.8 56.5 55.5 54.5 53.0 52.0
----- ----- ----- ----- ---------- ---------- ----------
Gross profit........... 42.2 41.2 43.5 44.5 45.5 47.0 48.0
Operating expenses:
Research and
development........... 8.9 9.0 9.0 8.2 7.1 9.9 8.6
Royalty and license.... 3.7 3.3 3.0 1.4 2.8 2.5 2.4
Selling, general and
administrative........ 18.7 16.5 16.5 18.0 20.6 19.3 17.4
Infrequent or unusual
charges:
Acquired in-process
research and
development........... -- -- -- 36.8 (1) -- -- --
Loss on sale of product
line.................. -- -- -- 7.3 (1) -- -- --
Litigation............. -- -- -- -- -- -- --
----- ----- ----- ----- ---------- ---------- ----------
Total operating
expenses............... 31.3 28.8 28.5 71.7 30.5 31.7 28.4
----- ----- ----- ----- ---------- ---------- ----------
Income (loss) from
operations............. 10.9 12.4 15.0 (27.2) 15.0 15.3 19.6
Other income, net...... 1.3 1.7 1.0 1.2 0.3 2.5 2.3
----- ----- ----- ----- ---------- ---------- ----------
Income (loss) before
income taxes........... 12.2 14.1 16.0 (26.0) 15.3 17.8 21.9
Income tax expense
(benefit)............. 4.5 5.2 5.9 (9.8) 5.8 5.7 8.4
----- ----- ----- ----- ---------- ---------- ----------
Net income (loss)....... 7.7% 8.9% 10.1% 16.2% 9.5% 12.1% 13.5%
===== ===== ===== ===== ========== ========== ==========
OTHER DATA:
Income from operations
before infrequent
or unusual charges
(2)................... 10.9% 12.4% 15.0% 16.8% 15.0% 15.3% 19.6%
</TABLE>
- -------
(1) During fiscal 1995, the Company incurred charges totaling $5.4 million,
primarily for acquired in-process research and development and, to a
lesser extent, for the loss on the sale of the Company's diode laser
product line. The acquired in-process research and development primarily
resulted from the cash purchase of UTP from United Technologies
Corporation for a total purchase price, including acquisition expenses, of
$8.7 million. See Notes 10 and 11 of Notes to Consolidated Financial
Statements.
(2) Other data is presented as supplemental information and should not be
construed as a substitute, or better indicator of, results of operations
than income from operations or net income determined in accordance with
generally accepted accounting principles.
The Company has experienced and expects to continue to experience
significant fluctuations in its quarterly results. The Company believes that
fluctuations in quarterly results may cause the market price of its Common
Stock to fluctuate, perhaps substantially. Factors which have had an influence
on and may continue to influence the Company's operating results in a
particular quarter include the timing of receipt of orders from major
customers, product mix, competitive pricing pressures, the relative
proportions of domestic and international sales, costs associated with the
acquisition or disposition of businesses, products or technologies, the
Company's ability to design, manufacture and ship products on a cost effective
and timely basis, the delay between incurrence of expenses to further develop
marketing and service capabilities and realization of benefits from such
improved capabilities, the announcement and introduction of cost-effective new
products by the Company and by its competitors, and expenses associated with
any intellectual property litigation. In addition, the Company's sales will
often reflect orders shipped in the same quarter that they are received.
Moreover, customers may cancel or reschedule shipments, and production
difficulties could delay shipments. The timing of sales of the Company's
Ultrapointe Systems may result in substantial fluctuations in quarterly
operating results due to the substantially higher per unit price of these
products relative to the Company's other products. In addition, the
semiconductor industry is highly cyclical and historically has experienced
periods of oversupply, resulting in significantly reduced demand for capital
equipment. The semiconductor industry is currently experiencing a downturn
which may materially and adversely affect the Company's business and operating
results.
21
<PAGE>
RESULTS OF OPERATIONS
The following table sets forth for the periods indicated certain financial
data as a percentage of net sales:
<TABLE>
<CAPTION>
NINE MONTHS ENDED
FISCAL YEARS ENDED JUNE 30, MARCH 31,
----------------------------------- --------------------
1993 1994 1995 1995 1996
--------- --------- --------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Net sales............... 100.0% 100.0% 100.0% 100.0% 100.0%
Cost of sales........... 65.4 61.0 57.0 57.6 53.0
--------- --------- --------- ------ ------
Gross profit........... 34.6 39.0 43.0 42.4 47.0
Operating expenses:
Research and
development........... 7.3 9.3 8.8 9.0 8.6
Royalty and license.... 3.6 3.6 2.8 3.3 2.5
Selling, general and
administrative........ 19.8(1) 17.3(1) 17.4 17.2 18.9
Infrequent or unusual
charges:
Acquired in-process
research and
development.......... -- -- 10.5 (2) -- --
Loss on sale of
product line......... -- -- 2.1 (2) -- --
Litigation (3)........ 8.7 (1.1) -- -- --
--------- --------- --------- ------ ------
Total operating
expenses............... 39.4 29.1 41.6 29.5 30.0
--------- --------- --------- ------ ------
Income (loss) from
operations............. (4.8) 9.9 1.4 12.9 17.0
Other income, net...... 0.5 0.6 1.3 1.3 1.8
--------- --------- --------- ------ ------
Income (loss) before
income taxes........... (4.3) 10.5 2.7 14.2 18.8
Income tax expense
(benefit)............. (1.4) 3.7 1.0 5.2 6.8
--------- --------- --------- ------ ------
Net income (loss)....... (2.9)% 6.8% 1.7% 9.0% 12.0%
========= ========= ========= ====== ======
OTHER DATA:
Income from operations
before infrequent or
unusual charges (4)... 3.9% 8.8% 14.0% 12.9% 17.0%
</TABLE>
- --------
(1) In fiscal 1993, includes $217,000 of expenses relating to the
reorganization of the Company's international operations and $300,000 of
expenses accrued for certain intellectual property matters. In fiscal
1994, it was determined that the costs related to the intellectual
property matters would not have to be paid, and, accordingly, such costs
were reversed. See Note 14 of Notes to Consolidated Financial Statements.
(2) During fiscal 1995, the Company incurred charges totaling $5.4 million,
primarily for acquired in-process research and development and, to a
lesser extent, for the loss on the sale of the Company's diode laser
product line. The acquired in-process research and development resulted
primarily from the cash purchase of UTP from United Technologies
Corporation for a total purchase price, including acquisition expenses, of
$8.7 million. Such charges reduced net income per share for fiscal 1995 by
$0.33. See Notes 10 and 11 of Notes to Consolidated Financial Statements.
(3) During fiscal 1993, the Company accrued litigation costs of $2.4 million
pertaining primarily to a patent infringement action brought against the
Company, which was settled in fiscal 1993, and to a lesser extent, to
actions against the Company by certain former employees. Due to the
settlement of one of the former employee actions in fiscal 1994 at a cost
less than anticipated and the re-evaluation of the potential liability
with respect to the remaining outstanding lawsuit, the Company reversed
$355,000 of accrued legal expense in fiscal 1994. See Note 14 of Notes to
Consolidated Financial Statements.
(4) Other data is presented as supplemental information and should not be
construed as a substitute, or better indicator of, results of operations
than income from operations or net income determined in accordance with
generally accepted accounting principles.
22
<PAGE>
Nine Months Ended March 31, 1995 and 1996
Net Sales. For the first nine months of fiscal 1996, net sales were $47.3
million, which represented a $17.2 million or 57.0% increase over net sales of
$30.1 million in the same period of fiscal 1995. The increase was primarily
due to the increased sales of the Company's Ultrapointe Systems which
accounted for $7.4 million of the increase in net sales, and the inclusion of
revenues of $8.8 million from UTP, which was acquired in a purchase
transaction in May 1995. For the first nine months of fiscal 1996, net sales
of laser subsystems increased $945,000 primarily due to an increase in sales
of the Company's argon gas lasers and to a lesser extent solid state lasers,
which together offset the decline in the sales of the Company's mature He-Ne
product line principally in the bar code scanning market, as most customers
are now using semiconductor diode lasers to satisfy bar code scanning
applications.
Gross Profit. For the first nine months of fiscal 1996, gross profit
increased 74.2% to $22.2 million or 47.0% of net sales compared with $12.8
million or 42.4% of net sales in the same period of fiscal 1995. Gross profit
increased in absolute dollars and as a percentage of net sales in the first
nine months of fiscal 1996 primarily due to the increased sales volumes of
Ultrapointe Systems and the addition of the Company's UTP product line, both
of which currently experience higher gross margins than the Company's laser
subsystems. In addition, improved economies of scale resulting from higher
production and purchasing volumes of components in Ultrapointe Systems had a
favorable impact on gross margin. The increasing proportion of higher margin
argon gas laser subsystems relative to lower margin He-Ne subsystems in the
Company's sales mix of its laser products also contributed to the improvement
in gross margin. There can be no assurance that these trends will continue and
that the Company will be able to sustain its gross margin at current levels.
The Company expects that there will continue to be periodic fluctuations in
its gross margin resulting from changes in its sales and product mix,
competitive pricing pressures, manufacturing yields, inefficiencies associated
with new product introductions and a variety of other factors. In addition,
certain of UFP's products provide gross margins below those of the Company's
current telecommunications product lines. As a result, the acquisition of UFP
could have the effect of modestly reducing the Company's overall gross margins
as sales from UFP products grow as a proportion of the Company's total net
sales.
Research and Development Expense. In the first nine months of fiscal 1996,
research and development expense was $4.1 million or 8.6% of net sales which
represented a $1.4 million or 51.2% increase over the same period of fiscal
1995. The increase in research and development expense was primarily due to
the addition of UTP expenses which included increased expenditures associated
with the development of transmitters. For the nine months ended March 31,
1996, laser subsystems experienced a decrease in expenditures primarily due to
the sale of its diode laser product line in June 1995, the redeployment of
certain engineering support and increased reimbursements on expenses from a
certain cooperative agreement with the federal government. This agreement is
scheduled to end on December 31, 1996. The Company is committed to continuing
its significant research and development expenditures and expects that the
absolute dollar amount of research and development expense will increase as it
invests in developing new products and in expanding and enhancing its existing
product lines, although such expenses may vary as a percentage of net sales
from year to year.
Royalty and License Expense. For the first nine months of fiscal 1996,
royalty and license expense increased $210,000 to $1.2 million from $995,000
in the same period of fiscal 1995 and decreased as a percentage of sales to
2.5% from 3.3% in the same period of fiscal 1995. The decrease as a percentage
of net sales was due to the increasing proportion of revenues that the Company
derived from Ultrapointe Systems, which bear a lower royalty rate than laser
subsystems, and from royalty-free UTP products.
The Company continues to develop its solid state laser technology. There are
numerous patents on solid state laser technologies that are held by others,
including academic institutions and competitors of the Company. Such patents
could inhibit the Company's ability to develop, manufacture and sell products
in this area. A number of the patents are conflicting. If there is conflict
between a competitor's patents or products and those of the Company, it could
be very costly for the Company to enforce its rights in an infringement action
or defend
23
<PAGE>
such an action brought by another party. In addition, the Company may need to
obtain license rights to certain patents and may be required to make
substantial payments, including continuing royalties, in exchange for such
license rights. There can be no assurance that licenses to third party
technology, if needed, will be available on commercially reasonable terms.
Selling, General and Administrative Expense. In the first nine months of
fiscal 1996, selling, general and administrative expense was $8.9 million or
18.9% of net sales which represented a $3.8 million or 72.8% increase over
selling, general and administrative expense of $5.2 million or 17.2% of net
sales in the same period of fiscal 1995. The increase was attributable to the
addition of UTP expenditures (which included increased expenditures to support
the transmitter product line and the amortization of acquired intangible
assets), sales commissions on increased sales volume of Ultrapointe Systems,
increased staffing levels and increased selling expenses to support the
Company's product lines. The Company expects the dollar amount of its selling,
general and administrative expenditures to increase in the future, although
such expenses may vary as a percentage of net sales from year to year.
Other Income (Expense), Net. For the first nine months of fiscal 1996,
interest and other income, net increased to $887,000 from $404,000 in the same
period of fiscal 1995. The increase was primarily due to the additional
interest income earned on the net proceeds received from the Company's public
offering of Common Stock in October 1995 and from the sale of Common Stock to
Tencor in November 1995.
Income Tax Expense. As stated in Note 3 of Notes to Consolidated Financial
Statements, the effective tax rate for the nine month period ended March 31,
1996 of fiscal year 1996 was 36% compared to 37% for the same period of fiscal
1995. The decrease in the tax rate is primarily due to non-taxable interest
income from the Company's increased investments.
Years Ended June 30, 1993, 1994 and 1995
Net Sales. Net sales increased 28.4% to $42.3 million in fiscal 1995 from
$32.9 million in fiscal 1994. This increase was primarily attributable to
higher unit volume shipments of the Company's Ultrapointe Systems and its
laser subsystems. Ultrapointe Systems sales increased to approximately $7.4
million or 17.6% of the Company's net sales in fiscal 1995 from $2.4 million
or 7.2% of the Company's net sales in fiscal 1994. Net sales of the Company's
laser subsystems increased $3.3 million year to year due primarily to
increased sales of the Company's argon gas lasers, principally for use in
biotechnology and semiconductor applications. These sales more than offset a
decline in sales of certain of the Company's gas laser subsystems from its
mature He-Ne product line. Use of He-Ne gas lasers has substantially declined
as most customers are now using semiconductor diode lasers to satisfy bar code
scanning applications. Net sales of the Company's telecommunications products
since the acquisition in May 1995 of UTP were approximately $1.0 million or
2.4% of the Company's net sales in fiscal 1995. The Company's international
sales accounted for approximately 30.3%, 28.9% and 31.8% of total net sales
for fiscal years 1995, 1994 and 1993, respectively.
Net sales increased 20.5% to $32.9 million in fiscal 1994 from $27.3 million
in fiscal 1993. The increase in net sales was primarily attributable to
increased sales of argon laser subsystems and sales of Ultrapointe Systems.
The $3.3 million increase in net sales of laser subsystems from year to year
was supported by strong demand for products from both the biotechnology and
semiconductor equipment markets. Several new customer design-ins using the
Company's argon gas lasers also contributed to this growth in laser subsystems
sales. The increased sales of argon gas laser subsystems more than offset the
decline in sales of He-Ne gas laser subsystems in certain markets primarily
because of a shift in technologies used in some customer applications to
semiconductor diode lasers.
Gross Profit. Gross profit increased 41.3% to $18.2 million or 43.0% of net
sales in fiscal 1995 from $12.9 million or 39.0% of net sales in fiscal 1994.
Gross profit increased in absolute dollars and as a percentage of net sales
due to several factors, including the higher sales volume of Ultrapointe
Systems, which carry higher gross margins than the Company's laser subsystems.
In addition, improved economies of scale resulting from higher
24
<PAGE>
production and purchasing volumes of Ultrapointe Systems had a favorable
impact on gross margin. The increasing proportion of higher margin argon gas
laser subsystems relative to lower margin He-Ne gas laser subsystems in the
Company's sales mix of its laser products subsystems also contributed to the
improvement in gross margin. There can be no assurance that these trends will
continue and that the Company will be able to sustain its gross margin at
current levels.
Gross profit increased 36.1% to $12.9 million or 39.0% of net sales in
fiscal 1994 from $9.4 million or 34.6% of net sales in fiscal 1993. Gross
profit increased in absolute dollars and as a percentage of net sales due to
several factors, including a continuing shift in the mix of laser products to
higher margin laser subsystems, first year sales of Ultrapointe Systems,
improved economies of scale, and a reduction of workers' compensation and
health insurance expenses.
Research and Development Expense. Research and development expense in fiscal
1995 was $3.7 million or 8.8% of net sales compared with $3.1 million or 9.3%
of net sales in fiscal 1994. The absolute dollar increase in research and
development expense in fiscal 1995 was primarily attributable to the continued
development of solid state lasers and costs associated with improving and
enhancing the Ultrapointe Systems product line.
Research and development expense in fiscal 1994 was $3.1 million or 9.3% of
net sales compared with $2.0 million or 7.3% of net sales in fiscal 1993. The
increase in research and development expense in fiscal 1994 was primarily due
to the development of solid state lasers and diode lasers, which accounted for
approximately 47.4% of Uniphase's total research and development expenses in
fiscal 1994. The diode laser product line was sold by the Company in fiscal
1995. The dollar amount of research and development expense related to the
further development of Ultrapointe Systems decreased slightly from fiscal 1993
to 1994 as the product transitioned from the laboratory stage to production.
Royalty and License Expense. Royalty and license expense was relatively
constant from fiscal 1994 to 1995 and decreased as a percentage of net sales
to 2.8% in fiscal 1995 from 3.6% in fiscal 1994. Royalty expense decreased as
a percentage of net sales due in part to lower royalty rates applicable to
higher volume sales and international sales of gas laser subsystems. Increased
sales of Ultrapointe Systems, which bear a lower royalty rate than laser
subsystems, also contributed to the decrease.
Royalty and license expense increased to $1.2 million in fiscal 1994 from
$1.0 million in fiscal 1993, and remained relatively constant as a percentage
of net sales. The increase in royalty and license expenses was attributable to
the royalties assessed on the shipments of Ultrapointe Systems and licensing
fees paid to certain universities for patent use rights. Increased fiscal 1994
royalty and license expenses were partially offset by lower royalty rates on
gas laser subsystems that apply to both higher sales volumes and international
sales.
Selling, General and Administrative Expense. Selling, general and
administrative expense in fiscal 1995 was $7.4 million or 17.4% of net sales
compared with $5.7 million or 17.3% of net sales in fiscal 1994. The increase
in selling, general and administrative expense in fiscal 1995 resulted from
increased staffing levels, selling expenses to support the Company's laser
products and new product introductions, sales commissions on higher sales
volume of Ultrapointe Systems, increased business development, investor
relations and stockholder communications activities.
Selling, general and administrative expense increased to $5.7 million in
fiscal 1994 from $5.4 million in fiscal 1993, but decreased as a percentage of
net sales to 17.3% in fiscal 1994 from 19.8% in fiscal 1993. During fiscal
1994, it was determined that certain third party patent costs accrued in
fiscal 1993 would not have to be paid. As a result, the related accrued
expenses of $300,000 were reversed in fiscal 1994. Selling, general and
administrative expenses were also reduced by positive effects from cost
reduction programs. These decreases were primarily offset by higher domestic
distributor commissions, which were recognized as a selling expense.
Infrequent or Unusual Charges. During fiscal years 1993, 1994 and 1995, the
Company incurred certain infrequent or unusual charges. Accordingly, such
charges were set forth as separate line items of operating
25
<PAGE>
expenses. These charges consist of acquired in-process research and
development, loss on sale of product line and litigation expense.
The acquired in-process research and development expense in fiscal 1995 was
$4.5 million or 10.5% of net sales which was primarily attributable to the
Company's purchase of UTP from United Technologies Corporation in May 1995.
See Note 10 of Notes to Consolidated Financial Statements.
The Company incurred a loss of $891,000 on the sale of its diode laser
product line in June 1995. In connection with this sale, the Company also
obtained a limited non-exclusive sublicense to a solid state technology patent
at a reduced royalty rate. The Company sold its diode laser product line due
to the commercial availability of low-cost diode laser component parts from
third party manufacturers and its determination that these external sources
will provide sufficient supply of the components for the foreseeable future.
See Note 11 of Notes to Consolidated Financial Statements.
During fiscal 1993, the Company accrued litigation costs of $2.4 million,
pertaining primarily to a patent infringement action brought against the
Company and, to a lesser extent, to actions against the Company by certain
former employees. The patent infringement action was settled in fiscal 1993.
Due to the settlement of one of the former employee actions in fiscal 1994 at
a cost less than anticipated and the re-evaluation of the potential liability
with respect to the remaining outstanding lawsuit, the Company reversed
$355,000 of accrued legal expenses in fiscal 1994.
Other Income, Net. Other income, net increased to $550,000 in fiscal 1995
from $212,000 in fiscal 1994 and $139,000 in fiscal 1993. The increase in
fiscal 1995 resulted primarily from increased interest income earned on the
Company's short-term investments and, to a lesser extent, net gains on foreign
currency transactions. The increase in fiscal 1994 was primarily attributable
to increased interest income earned on net proceeds from the Company's initial
public offering in November 1993.
Income Tax Expense (Benefit). The Company's effective tax rate was 35.0% in
fiscal 1995 as compared to 35.5% in fiscal 1994. A substantial portion of the
Company's net deferred tax assets of $2.2 million related to the charge for
acquired in-process research and development. A valuation allowance has not
been provided for such net deferred tax assets since the Company believes that
it is more likely than not that such net deferred tax assets will be realized
from the Company's ongoing operations.
The Company's effective tax rate was 35.5% in fiscal 1994 compared to a tax
benefit equal to 32.8% of the pretax loss in fiscal 1993.
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 1996, the Company's combined balance of cash, cash equivalents
and investments was $51.8 million. The Company has met its liquidity needs to
date primarily through cash generated from operations and sales of its equity
securities.
Cash generated from operations was $2.6 million in the first nine months of
fiscal year 1996, compared with $1.4 million in the first nine months of
fiscal 1995. Cash generated from operations for the first nine month period of
fiscal 1996 resulted primarily from increases in income before depreciation
and amortization expense and in accounts payable which together offset
increases in inventories and accounts receivable. This increase in inventory
levels reflected increased purchases of components associated with higher
sales.
Cash used in investing activities was $43.4 million in the first nine months
of fiscal 1996 compared with $1.7 million in the first nine months of fiscal
1995. The Company's cash used in investing activities increased primarily due
to the investment of excess cash from the proceeds of sales of common stock.
The Company also made capital expenditures to acquire certain properties in
San Jose, California totaling 109,000 square feet, which included land,
building and improvements for an aggregate purchase price of approximately
$11.0 million. The
26
<PAGE>
remaining increase was primarily due to expenditures associated with
constructing a clean room and adding a second lithium niobate wafer processing
line to the Company's current fabrication facility in Connecticut and
expanding the Pennsylvania optical transmitter facility in order to support
the current demand for UTP's products. The Company continued to invest in
property, plant and equipment needed for its business requirements, including
manufacturing capacities throughout the Company. In July 1995, the Company
also acquired the remaining outstanding shares of I.E. Optomech, Ltd. The
Company is seeking to acquire UFP and will expend approximately $9.1 million,
which includes a proposed aggregate consideration of $8.6 million for both GCA
and FAS and direct transaction costs of $500,000, payable in cash at closing
or in payment of notes due August 31, 1997 if this acquisition is consummated.
In October 1995, the Company completed an underwritten public offering of
shares of Common Stock for net proceeds of approximately $40.5 million. In
November 1995, Tencor agreed to become the exclusive OEM reseller of the
Ultrapointe Systems and the Identifier, the Company's ADC software product,
and in connection therewith acquired 665,568 shares of the Company's Common
Stock for a net purchase price of approximately $12.3 million.
The Company has a $5.0 million revolving line of credit with a bank. There
were no borrowings under the line of credit at March 31, 1996. Advances under
the line of credit bear interest at the bank's prime rate (8.25% at March 31,
1996) and are secured by inventories and accounts receivable. Under the terms
of the line of credit agreement, the Company is required to maintain certain
minimum working capital, net worth, profitability levels and other specific
financial ratios. In addition, the agreement prohibits the payment of cash
dividends and contains certain restrictions on the Company's ability to borrow
money or purchase assets or interests in other entities without the prior
written consent of the bank. The line of credit expires on November 1, 1996.
See Note 4 of Notes to Consolidated Financial Statements.
The Company intends to use the net proceeds from this offering and available
lines of credit, together with cash flows from operations, to finance its
future operations. The Company believes that its existing cash balances and
investments, together with cash flow from operations, available lines of
credit and the proceeds realized on the sale of the shares offered hereby by
the Company, will be sufficient to meet its liquidity and capital spending
requirements at least through the end of calendar year 1997. However, possible
acquisitions of complementary businesses, products or technologies may require
additional financing prior to such time. There can be no assurance that
additional financing will be available when required or, if available, will be
on terms satisfactory to the Company. The Company has no present plans,
agreements or commitments, and is not currently engaged in any negotiation
with respect to any such acquisition.
27
<PAGE>
BUSINESS
GENERAL
Uniphase is an optoelectronics company that designs, develops, manufactures
and markets laser subsystems, laser-based semiconductor wafer defect
examination and analysis equipment and fiber optic telecommunications
equipment products. Optoelectronics is a technology that extends the speed and
capacity of conventional electronic solutions by addressing many of the
constraints of the electron with the particle of light, the photon. Since its
founding, Uniphase has shipped over one million lasers and has become a
leading supplier of laser subsystems for OEMs in the biotechnology, industrial
process control, semiconductor wafer inspection, and graphics and printing
markets.
The Company's strategy is to leverage its core competencies in laser
technology to develop highly focused and differentiated applications where
there is a convergence of market need and optoelectronic technology. The
Company's knowledge of laser technology enabled it to introduce an
optoelectronics application for the semiconductor capital equipment industry,
the Ultrapointe System, in June 1993. The Ultrapointe System works in
conjunction with automated inspection systems from vendors such as Tencor and
KLA to enable semiconductor manufacturers to more accurately identify and
classify defects. This defect examination and analysis procedure enables
semiconductor manufacturers to improve yields by identifying and containing
process problems. In November 1995, Tencor became the exclusive OEM reseller
of the Ultrapointe System. In May 1996, the Company introduced its Identifier
software product, an optional feature that provides ADC capability for
Ultrapointe Systems. Working in conjunction with the Ultrapointe System, the
Identifier software automates the defect classification process, thereby
improving the precision and repeatability of defect classification.
The Company extended its optoelectronic product offerings into the
telecommunications equipment market by acquiring UTP in May 1995. UTP designs,
develops, manufactures and markets high-speed external modulators and
transmitters for fiber optic networks in the long-haul telecommunications and
CATV industries. In November 1995, UTP established a facility to develop and
manufacture turn-key CATV transmitters. The Company is currently seeking to
acquire UFP. If UFP is acquired by the Company, UFP would expand the Company's
presence in the optoelectronic communications market. UFP custom packages
laser diodes, LEDs and photodetectors for OEMs for use in fiber optic networks
for local telecommunications and data communications.
COMPANY STRATEGY
The Company seeks to leverage its expertise in optoelectronics to develop
highly focused and differentiated applications where there is a convergence of
market need and optoelectronic technology. Uniphase seeks to integrate its
strengths in photonics, electronics and software development to provide
innovative and cost effective solutions to its customers. The key elements of
Uniphase's business strategy are as follows:
. Capitalize on Expertise in Laser Technology and Laser Manufacturing. Since
its inception in 1979, Uniphase has sold over one million lasers to OEM
customers and has become a leader in certain market segments. The Company
is currently developing solid state lasers for its existing OEM customers
and new applications. In this regard, Uniphase has commercially introduced
a series of green wavelength solid state microlasers and a series of
continuous wave and pulsed infrared solid state lasers. In addition, the
Company is in the late stage of development of blue wavelength solid state
microlasers. The Company believes that it is well positioned to continue
development of and penetrate the market for solid state lasers, which the
Company believes will be the primary commercial laser technology in the
future.
. Offer Applications Differentiated by Optoelectronic Technologies. The
Company's expertise in laser technology has enabled it to successfully
introduce and market applications products in the semiconductor capital
equipment and telecommunications equipment markets. The Company's
Ultrapointe Systems utilize high resolution laser imaging systems for the
examination and analysis of wafer defects that are as small as 0.1 micron.
The Company also develops and produces optical external modulators and
associated transmitters for fiberoptic CATV transmission systems as well as
modulators for long haul fiber optic digital
28
<PAGE>
transmission. In May 1996, the Company acquired UFP as a continuation of its
strategy to pursue selected opportunities where optoelectronic technology
converges on specific market needs. Through UFP, the Company will offer
custom packaged laser diodes and photodetectors for the efficient
transmission of voice, data and video across local fiber optic systems.
. Provide Cost-Effective, Demand-Driven Solutions to its OEM Customers. The
Company seeks, through close relationships, to understand its customers'
needs at an early stage in the customers' product development cycles and to
design its laser subsystems and telecommunications equipment products to
meet these specific needs. The Company focuses on selling its subsystems to
customers at the design-in phase of a product, creating the potential for
recurring sales throughout a product's life. Following design-in of its
products, the Company shifts its focus to obtaining manufacturing
efficiencies, quality enhancements and cost reductions during the product
life.
. Maintain Industry and Customer Diversity. Uniphase sells its laser
subsystems to numerous OEMs in the biotechnology, measurement systems,
semiconductor equipment and graphics and printing system industries, which
reduces the Company's vulnerability to a downturn in any specific industry
or company. The Company has also increased the diversity of its industry
and customer base by leveraging its expertise in laser technology to
develop products for the semiconductor capital equipment and
telecommunications equipment markets.
PRODUCTS AND MARKETS
The Company offers optoelectronic products in three principal product
families: laser subsystems, semiconductor capital equipment and fiber optic
telecommunications equipment products. The Company's laser subsystems were the
Company's initial product offering and these operations have enabled the
Company to invest in the further development of its laser technology and to
offer new applications products. In fiscal 1994, the Company first shipped its
Ultrapointe System for defect examination and analysis of semiconductor
wafers. In May 1995, the Company acquired UTP to provide high-speed external
modulators and transmitters for the fiber optic networks in the long-haul
telecommunications and CATV industries. The Company is currently seeking to
acquire UFP, which custom packages laser diodes, LEDs and photodetectors for
OEMs for use in fiber optic networks for local telecommunications and data
communications. The following table sets forth the Company's net sales by
product family in fiscal years 1994 and 1995 and for the nine months ended
March 31, 1995 and 1996.
<TABLE>
<CAPTION>
NET SALES
-----------------------------------
FISCAL YEAR ENDED NINE MONTHS ENDED
JUNE 30, MARCH 31,
----------------- -----------------
PRODUCT CATEGORY 1994 1995 1995 1996
- ---------------- -------- -------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Laser Subsystems........................... $ 30,558 $ 33,837 $ 25,026 $ 25,972
Semiconductor Capital Equipment............ 2,364 7,428 5,120 12,536
Telecommunications Equipment (1)........... -- 1,017 -- 8,834
-------- -------- -------- --------
$ 32,922 $ 42,282 $ 30,146 $ 47,342
</TABLE>
- --------
(1) The Company first entered the telecommunications equipment market through
the acquisition of UTP in a transaction accounted for as a purchase on May
15, 1995. As a result, telecommunications equipment net sales for fiscal
1995 reflect the inclusion of UTP operations from May 15, 1995 through
June 30, 1995.
LASER PRODUCTS
Background
Today, lasers are used in a variety of applications in the biotechnology,
semiconductor, consumer electronics, graphic arts and industrial process
control and measurement industries. For example, in the biotechnology field,
lasers are incorporated in flow cytometers, which identify and analyze
biological cells, in
29
<PAGE>
DNA sequencers, which measure and identify DNA patterns, and in certain
surgical instruments. In the semiconductor field, lasers are used to perform
automated test and measurement functions. In consumer electronics markets,
lasers are an enabling technology in laser printers and compact disc players.
In the industrial process control and measurement field, lasers are used for
bar code scanning.
The principal factors that distinguish different types of lasers and
determine the particular laser suitable for a specific application are
wavelength (color), cost, operating life and output power, which is measured
in terms of watts ("W") or milliwatts ("mW"). Lasers are capable of emitting
light from low frequency, long wavelength (greater than 700 nm) infrared light
through the visible spectrum to high frequency, short wavelength (less than
400 nm) ultraviolet light. For example, the wavelength of the laser is of key
importance in causing the fluorescence of dyes in biotechnology applications.
In addition, laser light at shorter green and blue wavelengths is capable of
being focused to smaller, more intense points of light, enabling higher
resolution optoelectronic applications, such as semiconductor wafer
inspection.
Four types of lasers commonly available today are gas, liquid, semiconductor
diode and solid state, each of which derives its classification from the
lasing material it uses. Examples of gas lasers include argon lasers used for
biotechnology applications and carbon dioxide lasers used for industrial
welding applications. Liquid dye lasers are sold primarily in research
markets. Semiconductor diode lasers are used in CD players and in
telecommunications equipment.
The Company believes that solid state lasers will ultimately address all of
the applications currently served by gas lasers and that new applications for
lasers, such as marking and micromachining, will be made possible by solid
state technology. Solid state lasers use a solid material such as crystal,
glass or certain fibers as their lasing medium and, in some cases, use a
semiconductor diode laser as the energy source to stimulate their lasing
medium. While infrared solid state lasers are commercially available, shorter
wavelength green and blue solid state lasers have been commercialized on a
very limited basis to date due to cost and performance issues. The Company
believes that further development of green and blue solid state lasers may
lead to significant market opportunities for these shorter wavelength laser
subsystems. In order to provide its customers with the benefits of the smaller
size and the improved efficiency of solid state lasers, the Company is
developing microlaser products.
Laser Subsystems Markets and Products
Uniphase's principal laser subsystem products consist of air-cooled argon
gas laser subsystems, which generally emit blue or green light, Helium Neon
("He-Ne") laser subsystems, which generally emit red or green light and solid
state lasers, which generally emit infrared, blue or green light. These
systems consist of a combination of a laser head containing the lasing medium,
power supply, cabling and packaging, including heat dissipation elements.
Uniphase's principal laser subsystem products and representative applications
include:
<TABLE>
<CAPTION>
LASER TYPE WAVELENGTH POWER PRICE RANGE (1) PRINCIPAL APPLICATIONS
---------- ----------- ---------------- --------------- ------------------------------
<S> <C> <C> <C> <C>
Gas:
He-Ne 633 nm 1-25 mW $50-$1,500 CAE Photoplotting
Argon 458-515 nm 3-75 mW $2,500-$12,000 Capillary Electrophoresis
Color Separation
Solid State:
Microlaser 473-1064 nm 5-50 mW $4,000-$9,000 Direct-to-Plate Printing
DNA Sequencing
Flow Cytometry
Particle Counting
Semiconductor Wafer Inspection
Stablelight 1064 nm Up to 4W $15,000-$20,000 Spectrometry
Daylight 349-1064 nm Up to 1mJ pulsed $30,000-$40,000 Micromachining
Marking
</TABLE>
- --------
(1) Product prices vary depending on order volume, power output and other
customer requirements and configurations.
30
<PAGE>
The overall market for gas lasers is mature and is expected to decline as
technology transitions from conventional lasers, including gas and liquid, to
solid state lasers, which the Company expects to be the primary laser
technology in the future. In comparison to gas lasers, solid state lasers are
smaller and use less power. Sales of the Company's argon gas lasers have
increased in recent years primarily as a result of increased sales of such
products for use in biotechnology and semiconductor applications. Use of He-Ne
gas lasers has substantially declined as most customers are now using
semiconductor diode lasers to satisfy bar code scanning applications.
Uniphase introduced a series of green wavelength solid state microlasers in
May 1994. The Company is in the late stage of development of blue wavelength
solid state lasers and, in fiscal 1996, the Company has shipped such lasers to
certain customers for evaluation purposes. These products consist of a power
supply and an infrared diode laser coupled to a proprietary crystal structure
contained in a temperature controlled housing. The Company believes that these
products will ultimately address the principal markets currently served by
Uniphase's argon laser products. The Company also believes that the reduced
size and power requirements of these microlasers will permit new applications
for these products, although no assurance can be given that these microlasers
will achieve commercial acceptance for use in existing or any new
applications.
Uniphase introduced a series of continuous wave and pulsed infrared solid
state laser systems at the Conference on Laser and Electro-Optics in May 1995.
These products consist of a power supply and a number of high power diodes or
diode arrays coupled to a proprietary crystal structure in a stable mechanical
structure. The continuous wave product, Stablelight, produces up to 4W of
infrared power and is principally used by customers in industrial process
control and measurement applications. The Daylight product produces pulses up
to 1 milli-Joule ("mJ") and is designed for customers with micromachining or
marking requirements.
SEMICONDUCTOR CAPITAL EQUIPMENT PRODUCTS
Background
Technological advances and demands for increasing levels of performance have
led the semiconductor industry to develop more complicated devices with
increasingly smaller geometries. A current state-of-the-art microprocessor may
have four million transistors per square centimeter, four or five "wiring"
levels and require 400 process steps during its manufacture, providing ample
opportunities for particle contamination to occur on the wafer and cause
defects. As semiconductor feature sizes decrease, devices become increasingly
susceptible to smaller defects during their manufacture. It has been estimated
that 80% of the loss of manufacturing yield is caused by particle
contamination that occurs on the wafer during the manufacturing process.
One of the semiconductor industry's responses to the increasing
vulnerability of semiconductor devices to smaller defects has been to employ
defect detection and inspection that is closely linked to the manufacturing
process. Semiconductor process engineers monitor their processes more closely,
identifying defects and their origins in order to reduce their recurrence and
maintain and improve process yields. Presently, automated inspection systems
such as those manufactured by Tencor and KLA are used on-line to detect and
locate defects as small as 0.1 micron. A single wafer may be inspected
numerous times during its progression through manufacturing. These on-line
detection systems use advanced image processing and innovative laser scanning
technologies to achieve high sensitivity and speed.
Detecting the presence of defects is only the first step in preventing their
recurrence. After detection, the defects must be examined in order to identify
their size, shape and the process step in which the defect occurred. This
examination is called "defect classification." The resulting description of
the defects is then added to a computer database. This database is used to
monitor defect trends and to pinpoint the sources of defects and contaminating
particles to specific process steps or pieces of equipment. Identification of
the sources of defects in the lengthy and complex semiconductor manufacturing
process has become essential for maintaining high yield production.
While automated inspection systems have progressed to being able to detect
submicron defects, the conventional optical microscopes that have
traditionally been used for defect classification are not capable of
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examining such defects. With a state-of-the-art, conventional optical
microscope, a 0.3 micron defect, which is nearly the entire minimum feature
size of today's microprocessor, appears only as a dark speck. Further, certain
types of defects that are embedded in or under films created during gas phase
semiconductor manufacturing processes are not currently observable by such
microscopes. Other very shallow defects, which are often only 0.1 micron high
and which may occur during the chemical mechanical polishing ("CMP") process,
are also not observable by conventional microscopes.
The Ultrapointe System Solution
The Company established its Ultrapointe subsidiary in fiscal 1992 and began
shipping Ultrapointe Systems in fiscal 1994. The Ultrapointe System is a laser
imaging system ("LIS") that is capable of examining microscopic defects with
the ease and speed of conventional microscopes while also offering increased
resolution and the ability to provide three-dimensional ("3-D") images. This
system combines state-of-the-art high speed laser scanning technology, real-
time confocal imaging and digital image reconstruction to allow for 3-D
imaging of semiconductor defects as small as 0.1 micron. The Ultrapointe
System works in conjunction with automated inspection systems from vendors
such as Tencor and KLA to enable semiconductor manufacturers to more
accurately identify and classify defects. This defect examination and analysis
procedure enables semiconductor manufacturers to improve yields by identifying
and containing process problems. Ultrapointe Systems operate in the
manufacturing clean room, adjacent to automated inspection systems, and can in
seconds produce detailed images of defects even when they are very small or
embedded or buried in films. The Company believes that its Ultrapointe System
is the only currently available, non-destructive wafer inspection tool with
increased resolution and 3-D imaging capabilities that is capable of both
examining certain sub-surface wafer defects and accurately analyzing the
sources of defects.
The following diagram illustrates the stages in the wafer manufacturing
process in which the Company's Ultrapointe Systems are designed to function in
an on-line capacity:
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The Ultrapointe System utilizes an optical technique called scanning laser
confocal microscopy. This technique uses, through high power microscopic
optics, an argon laser as an intense light source to scan a wafer's surface
numerous times. The return signal from the laser is processed by the system's
computer workstation, which provides a complete topological image of the
wafer's surface at the system's console and can display in a high resolution
format defects as small as 0.1 micron. Typical magnifications afforded by
Ultrapointe Systems approximate 35,000x, as compared with conventional white
light microscopes upper magnification limits of approximately 6,000x. Through
software developed by the Company, the system's workstation can also evaluate
and classify defects, communicate with automated inspection systems and store
images and other data.
The Company currently offers two versions of its Ultrapointe System, the
Ultrapointe LIS 500, which has a base list price of $275,000, and the
Ultrapointe LIS 1010, which has a base list price of $368,000. These products
differ primarily in the degree of software image manipulation available to the
operator. The systems can also be tailored, through software, to interface
with various automated inspection systems and local area networks. The
Ultrapointe LIS 500 includes full wafer automation and handling and a Silicon
Graphics workstation. The images available include a conventional, real time
white light microscopy image, real time laser confocal "slices" and a multiple
slice top view of the wafer surface and defect. The full resolving power of
the laser images is available and surface, embedded and buried defects can be
viewed. This product can be upgraded at any time with advanced two dimensional
("2-D") and 3-D imaging accessories. The Ultrapointe LIS 1010 incorporates all
of the features of the Ultrapointe LIS 500 while using a more advanced version
of the Silicon Graphics workstation.
The Ultrapointe System currently requires a human operator to classify
defects. In May 1996, the Company introduced its Identifier software product,
an optional feature that provides automatic defect classification capability
for Ultrapointe Systems. Working in conjunction with the Ultrapointe System,
the Identifier software automates the defect classification process, thereby
improving the precision and repeatability of defect classification. The
ability to review defects using ADC software is becoming increasingly
important to semiconductor manufacturers as it facilitates defect
classification without direct operator evaluation at each defect site. This
automation can improve reliability and consistency by eliminating operator-
induced variations. In addition, such automation helps speed analysis of the
vast amounts of defect data and classifications necessary for yield
enhancement programs. The Company developed the Identifier software using
technology licensed from ISOA, Inc. and in cooperation with the semiconductor
industry consortium, SEMATECH. The Identifier has a base list price of
$150,000.
In November 1995, the Company entered into a three-year agreement with
Tencor under which Tencor became the exclusive OEM reseller for the Company's
Ultrapointe Systems and the Identifier, the Company's ADC software product.
Under the Agreement, Tencor will distribute the Ultrapointe System under its
own label worldwide and has the responsibility for installation and service of
the systems it sells. The Company retains the right to distribute its products
through its own channels. The Agreement includes a license providing Tencor
with certain ADC technology and payments to the Company to accelerate ADC
development.
TELECOMMUNICATIONS EQUIPMENT PRODUCTS
UTP Background
Fiber optic cable is gaining widespread acceptance in upgrades and new
installations of CATV and telecommunications systems worldwide. The use of
fiber optic cable results in vastly improved performance, flexibility,
reliability and lower installation and operating costs when compared to
traditional copper and coaxial cable. Moreover, technological innovation and
market forces are creating increased demand for communication transmission
systems with multiple delivery capability and higher performance and
reliability features. Further, telecommunications interexchange carriers are
being required to provide higher speed data transmission over longer lengths
of installed optical fiber between electronic repeater stations. Due to the
high cost of new fiber installations, interexchange carriers seek to utilize
the installed fiber base to the greatest extent possible. In the CATV
industry, consolidation has resulted in a smaller number of multiple system
operators controlling larger networks. These operators, who compete with other
technologies such as direct broadcast satellite television, are upgrading
their systems and seek economical solutions that will increase their network
flexibility and reliability.
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The flexibility and performance of fiber optic systems has been enhanced
through the use of two types of signal encoding techniques: direct modulation
and external modulation. In direct modulation, the light output from a diode
laser is switched on and off to generate a signal, similar to the operation of
a flashlight. This frequent switching, however, causes wavelength instability,
which limits the distance of transmission before signal regeneration is
required. Further, the diode lasers used in direct modulation have limited
power and modulation rate, thereby constraining the performance of the signal
transmission system. In external modulation, the light output of a
continuously powered laser is switched in a separate crystal of lithium
niobate. Light from the laser travels along waveguides patterned into lithium
niobate crystals and electrical signals applied to electrodes alongside the
waveguides encode the signal onto a light beam for transmission in the optical
fiber. As compared to direct modulation, external modulation has the following
advantages:
. Longer Distances in Telecommunications. External modulators enable signal
transmission over longer distances in telecommunications systems before
signal regeneration is required. External modulation thereby reduces the
required number of expensive repeaters or amplifiers, which are a
significant cost in transmission systems.
. Higher Capacity in Telecommunications. External modulation is being used
by equipment suppliers that are developing transmission hardware
incorporating wavelength division multiplexing ("WDM"). WDM is capable of
increasing the capacity of a fiber route up to 16 times without upgrading
to more expensive electronic multiplexing/demultiplexing equipment. WDM
is compatible with the large installed base of fiber optic networks and
can be used to increase significantly the data carrying capacity of such
networks. External modulators also enable higher data rates (e.g. OC-192
or 10 Gbps) to be effectively transmitted over long distances.
. Longer Distances and Higher Fidelity in CATV. External modulators operate
at higher laser power and therefore allow signals to be transmitted over
longer distances without detection and retransmission. In addition,
external modulation provides inherently higher fidelity because of lower
laser noise and low noise susceptibility to optical system reflections,
such as those arising from existing fiber optic connections. External
modulators are fully compatible with CATV distribution systems that
utilize fiber optical amplifiers.
UTP Products and Markets
In May 1995, the Company purchased UTP, which designs, develops,
manufactures and markets high-speed external modulators and transmitters for
fiber optic networks in the CATV and telecommunications industries. The
Company acquired UTP as part of its strategy to pursue selected opportunities
where optoelectronic technology converges on specific market needs which have
not been adequately addressed by conventional electronic solutions.
The Company produces lithium niobate integrated optic modulators by using
its proprietary Annealed Proton Exchange (APE(R)) fabrication process. The
Company believes that this process produces modulators which have higher
optical power handling, and inherently better fidelity as compared with
competing external modulators. The Company also sells customized external
modulators for a variety of customer applications.
The Company's principal modulator products include:
<TABLE>
<CAPTION>
TYPE WAVELENGTH APPLICATION
- ---- ---------------- ------------------------------
<S> <C> <C>
CATV Modulators................ 1300 nm, 1550 nm CATV Super Trunk Transmitter
2.5 Gbps Digital Modulators.... 1300 nm, 1550 nm OC-48 Telecommunications
Microwave and Radio Frequency
Modulators.................... 1300 nm, 1550 nm Antenna Links, Radar, Cellular
</TABLE>
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UTP began to supply turn-key externally modulated CATV transmitters to CATV
OEMs in September 1995. These transmitters incorporate a continuous-wave diode
laser, a lithium niobate modulator and patented electronic linearity and
control circuitry. The Company routinely customizes its transmitter to the
specifications of the OEM customer. The Company also resells optical fiber
amplifiers as part of providing complete optical transmission functionality to
OEMs.
The principal applications addressed by the Company's telecommunications
equipment products are as follows:
. Cable. The principal cable television applications addressed by the
Company are externally modulated transmitters for trunk-line
applications. These transmitters operate at the preferred optical
wavelength of 1550 nm. They incorporate high power (>20 mw) diode lasers
and the Company's modulators to provide high optical powers for the
transmission of broadcast television signals over long distances. In
addition, they are compatible with existing optical amplifier technology,
which allows the transmission distance or the subscriber area to be
increased. The Company's modulated transmitters are designed for use in
broadband systems, are operational over bandwidths of up to 1 Ghz and are
compatible with hybrid fiber coax ("HFC") systems being developed by
certain telecommunications equipment providers for the transmission of
voice, data and video.
. Long-Haul Telecommunications. The principal long-haul telecommunications
application addressed by the Company is a 2.5 Gbps transmission system
for long distance telephone interexchange carriers. The Company's
external modulators are used in these systems to significantly increase
the space between repeaters in such systems. The Company's modulators
allow the transmission of up to 32,000 phone conversations over a single
fiber to switching sites across distances of up to 350 miles. In
addition, the Company's external modulators are well suited for WDM
applications at 2.5 Gbps. In such applications, multiple wavelength
telecommunications signals are transmitted over the same fiber, thereby
multiplying the capacity of the fiber cable system. Telecommunications
customers are presently deploying systems with four and eight separate
wavelengths in order to accommodate 10 Gbps and 20 Gbps, respectively,
using UTP's OC-48 modulators. The Company is also developing a higher
speed modulator to provide similar capability at 10 Gbps (OC-192 data
rate).
. Wireless Antenna Links. The rapid growth of wireless communication
systems is producing many deployment situations where the antenna must be
located a significant distance from the telephone base station. The
Company's modulators are well suited for fiber optic transmitter systems
to carry RF signals from the antenna in cellular systems to base
stations.
. Specialty Products and Markets. In May 1996, UTP entered into an
agreement with Sanders, a Lockheed Martin Company, to develop and produce
fiber optic transmitters for the United States government to be installed
on high performance aircraft. Additional applications for the Company's
integrated optic modulators include fiber optic gyroscopes ("FOGs"),
analog RF fiber optic systems and laboratory and research and development
activities. The Company is a leading commercial supplier of multi-
function integrated optic signal processing chips for FOGs. FOGs are
intended for use in commercial aviation, military/aerospace and
industrial applications. The Company also offers a variety of integrated
optic modulators and switches for use at frequencies up to 20 Ghz that
are being used in a large variety of industrial, government and
university research and development programs.
UFP Products and Markets
The Company is currently seeking to acquire UFP which custom packages laser
diodes, LEDs and photodetectors for OEMs for use in fiber optic networks. UFP
uses its proprietary technologies of epoxy-based attachment and laser welding
to attach fiber ("pigtailing") to these optoelectronic components in a variety
of configurations to meet the specific needs of its OEM customers.
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The principal applications addressed by UFP are as follows:
. Data communications. The ever-increasing use of computer networks is
fueling a growth in fiber data communications systems. Fiber offers
advantages over copper-wire links that include longer distance
transmission, higher data rates, ease of multiplexing, and immunity from
electromagnetic interference. UFP offers custom packaged optical sources
and detectors for a variety of fiber-based data communications
applications such as single-fiber Ethernet and Token Ring.
. Local telecommunications. Low-cost laser diodes are used in the feeder
and loop portions of the local telephone network to accommodate various
data rates. The Company supplies custom packaged components to
telecommunications equipment manufacturers. For example, UFP supplies
custom laser-diode submodules for use as optical sources and detectors in
SONET OC-3 (155 Mbps) networks.
. Specialty Markets. UFP products are well suited for several specialty
markets such as fiber optic test and measurement equipment, fiber optic
sensors and military and aerospace data communications applications. For
example, the Company pigtails red diode lasers for use in hand-held fiber
optic fault locators.
SALES AND MARKETING
Uniphase markets its laser subsystem products principally to OEMs through
its own sales force in the United States, United Kingdom and Germany and
through a worldwide network of representatives and distributors to service
smaller domestic accounts, including those in the research and education
markets. The Company's sales and marketing strategy for its laser subsystem
products is to establish long term relationships with its OEM customers at the
early design-in phase of its laser subsystems into customers applications and
through high levels of customer service and support. The following chart sets
forth the Company's principal OEM customers for laser subsystems by
application:
<TABLE>
<CAPTION>
INDUSTRIAL PROCESS
CONTROL AND WAFER INSPECTION
BIOTECHNOLOGY INSTRUMENTS MEASUREMENT INSTRUMENTS SYSTEMS GRAPHICS AND PRINTING SYSTEMS
- ------------------------- ----------------------- ------------------ -----------------------------------------------
<S> <C> <C> <C>
Applied Biosystems Allen-Bradley Co. ADE Corporation Crosfield Electronics Ltd.
Beckman Instruments ASM Lithography, B.V. Nikon Corporation Gerber Systems Corporation
Coulter Corporation Canon Tencor Instruments Optronics, a division of Intergraph Corporation
Molecular Dynamics ICL Plc Purup Pre-Press A/S
Ortho Diagnostic Systems Scitex Corporation Ltd.
</TABLE>
One laser subsystems customer, the Applied Biosystems Division of Perkin-
Elmer Corporation, accounted for approximately 11%, 12%, 12% and 13% of the
Company's net sales for fiscal years 1993, 1994, 1995, and the nine months
ended March 31, 1996, respectively. In addition, in the nine months ended
March 31, 1996, Tencor accounted for 11% of the Company's sales through the
purchase of both laser subsystems and Ultrapointe Systems. A reduction or
delay in orders from these customers could adversely affect the Company's
results of operations. In addition, another laser subsystem customer accounted
for 10% of net sales in both fiscal years 1993 and 1994. See Note 12 of Notes
to Consolidated Financial Statements.
Uniphase markets its Ultrapointe Systems through Tencor's worldwide
distribution channels and a network of four independent sales representatives
in the United States and Canada. In Japan, the Company has a distribution
agreement with Tencor and Innotech Corporation for sales to Japan's
semiconductor industry. In Europe and the Pacific Rim, the Company distributes
its products through Tencor; however, the Company has the right to market its
products through its own distribution channels.
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As of March 31, 1996, the Company had sold 63 Ultrapointe Systems in the
United States, Japan and Korea. Customers for the Company's Ultrapointe System
include:
American Microsystems Micron Technology*
Analog Devices Microunity
Applied Materials Motorola*
Digital Equipment Corporation* Philips Semiconductors*
Fujitsu, Ltd.* Samsung*
IBM Corporation* SEMATECH
Intel* Sony Corporation
LSI Logic Corporation* Toshiba*
Lucent Technologies* (formerly AT&T) VLSI Technology*
L.G. Semicon VTC
Matsushita Electric* Yamaha Corporation
--------
* Indicates customers that have purchased multiple Ultrapointe Systems.
UTP markets its telecommunications equipment products to OEMs through its
own direct sales force and is in the process of establishing a sales office in
Chalfont, Pennsylvania. In addition, UTP sells such products through
distributors in Europe, Australia, Japan and Taiwan. Customers for the
Company's telecommunications equipment products include Ericsson Raynet and
Harmonic Lightwaves.
CUSTOMER SUPPORT AND SERVICE
The Company believes that a high level of customer support is necessary to
successfully develop and maintain long term relationships with its OEM
customers in its laser subsystems and telecommunications equipment businesses.
This close relationship begins at the design-in phase and is maintained as
customer needs change and evolve. The Company provides direct service and
support to its OEM customers through its offices in the United States. The
Company's European laser subsystem customers are serviced through its sales
and support offices in the United Kingdom and Germany. In Japan, the Company's
laser subsystems distributor, Autex, assists in performing support and service
functions. The Company provides support through both on-site customer service
and telephone support from its various facilities that perform sales and
service functions. The Company generally warrants all of its laser products
for a period of one year from the date of shipment. Certain argon lasers carry
warranties based on hours of use.
A high level of customer support is also necessary when providing production
instrumentation for the semiconductor industry. Tencor and all distributors of
Ultrapointe Systems are responsible for sales, installation, warranty and
post-warranty support. Ultrapointe Systems generally carry a one-year warranty
from the date of installation or fifteen months from shipment, whichever
occurs first. Service contracts are available for system support after the
warranty period.
RESEARCH AND DEVELOPMENT
During fiscal years 1993, 1994, 1995 and the nine months ended March 31,
1996, Uniphase spent $2.0 million, $3.1 million, $3.7 million, and $4.1
million, respectively, on research and development. In fiscal 1995, Uniphase
incurred charges totaling $4.5 million for acquired in-process research and
development, most of which were incurred in connection with the acquisition of
UTP. In addition, Uniphase incurred charges totaling $4.1 million for acquired
in-process research and development, most of which were incurred in connection
with the acquisition of UFP. If the UFP acquisition is consummated in the
quarter ending June 30, 1996, the Company expects to incur an estimated charge
of $4.5 million in such quarter for acquired in-process research and
development in connection with this acquisition. In fiscal 1996, the Company's
laser research and development efforts will focus primarily on the continued
development of solid state lasers. These programs are supported up to $1.4
million by an award from the Advanced Technologies Program of the Department
of Commerce which
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<PAGE>
expires in December 1996. The Company also has development and licensing
agreements with Stanford University and the University of St. Andrews,
Scotland which give the Company the right to manufacture and sell certain next
generation laser products being developed by these universities. If the
Company manufactures such products, it will be required to pay the
universities certain royalties based on sales of the products.
The Company continues to devote substantial research and development
resources to its Ultrapointe Systems product line. These efforts focus on the
Company's Identifier software product and the enhancement of laser images. In
addition to the Identifier, the Company is also exploring a number of methods
to improve the resolution of the scanning laser confocal microscopy technique
used in the Ultrapointe System and, in particular, the Company is currently
working with a leading semiconductor manufacturer to enable the Ultrapointe
System to examine semiconductor masks.
The Company is developing new and enhanced telecommunications equipment
products and enhancing its manufacturing capability for telecommunications
equipment products. For example, higher performance modulators and
transmitters are under development, as are advanced multi-gigabit modulators.
In manufacturing, the Company is developing improved CAD design tools and
advanced modulator packages. The Company also participates in two national
consortia: the Analog Optoelectronics Module Consortium, which seeks to
develop new and cost-effective RF and microwave transmitters and receivers,
and the National Transparent Optical Network Consortium, which is involved in
advanced high capacity WDM fiber optic communications components and networks.
MANUFACTURING
The Company manufactures its argon laser subsystems and related power
supplies at its San Jose, California facility and its He-Ne lasers at its
Manteca, California facility. The Company assembles and tests its Ultrapointe
Systems and manufactures initial systems of its microlasers at its San Jose,
California facility. The Company's modulator products are manufactured at its
facility in Bloomfield, Connecticut (where it is expanding a clean room) and
its transmitters are manufactured in Chalfont, Pennsylvania. UFP products are
manufactured at the Company's facilities in Witney, United Kingdom and
Batavia, Illinois. The Company manufactures its Stablelight and Daylight solid
state laser subsystems products at its I.E. Optomech Ltd. subsidiary located
in the United Kingdom. The Company has purchasing, materials management,
assembly, final testing and quality assurance functions at each location for
the products that are manufactured at that facility.
The manufacture of the Company's laser subsystems, Ultrapointe Systems and
telecommunications equipment products is a highly complex and precise process,
requiring production in a highly controlled environment. The Company maintains
a newly expanded 2,000 square foot class 100 clean room in which all
Ultrapointe System assembly takes place. Systems are tested and then packaged
for direct shipment into a customer's clean room. Changes in the Company's or
its suppliers' manufacturing processes or the inadvertent use of defective or
contaminated materials by the Company or its suppliers could adversely affect
the Company's ability to achieve acceptable manufacturing yields and product
reliability. To the extent the Company does not achieve such yields or product
reliability, its operating results and customer relationships would be
adversely affected.
The raw materials and sub-components which the Company requires for the
manufacture of its products are generally available from several sources. The
Company purchases some raw materials and components from single sources, but
has no reason to believe it could not purchase such materials and components
from alternative sources of supply on comparable terms. The Company obtains
all the robotics, workstations, and many optical components used in its
Ultrapointe Systems from Equipe Technologies, Silicon Graphics, Inc., and
Olympus Corporation, respectively. The Company currently utilizes a sole
source for the crystal semiconductor chip sets incorporated in its solid state
microlaser products and acquires its pump diodes for use in its solid state
laser products from SDL Inc., Opto Power Corporation and GEC. Certain of these
companies also manufacture products that compete with those of the Company.
The Company obtains lithium niobate wafers and specialized fiber components
used in its telecommunications products from primarily Crystal Technology,
Inc. and Fujikura
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<PAGE>
Ltd., respectively. From time to time, the Company has experienced delays in
obtaining raw materials and components. However, to date such delays have not
materially affected its operations. The Company does not have long-term volume
purchase agreements with any of these suppliers, and no assurance can be given
that these components will be available in the quantities required by the
Company, if at all.
COMPETITION
The industries in which the Company sells its products are highly
competitive. Uniphase's overall competitive position depends upon a number of
factors, including the price and performance of its products, the level of
customer service and quality of its manufacturing processes, the compatibility
of its products with existing laser systems and Uniphase's ability to
participate in the growth of emerging technologies, such as solid state
lasers. In the argon laser market, Uniphase primarily competes with American
Laser, Coherent, Ion Laser Technology, NEC, Omnichrome, Spectra-Physics,
Toshiba and Carl Zeiss. In the He-Ne laser market, Uniphase considers Melles-
Griot, NEC and Carl Zeiss to be its primary competitors. In the solid state
laser markets, Uniphase's competitors include Coherent, Hitachi, IBM,
Lightwave, Opto Power Corporation, Philips, SDL, Inc., Siemens and Sony.
Significant competitive factors in the market for Ultrapointe Systems
include specific system performance, cost of ownership, support and
infrastructure and the ability to interface to existing automated inspection
systems and local area networks. Ultrapointe Systems compete with the
following three types of devices: scanning electron microscopes, conventional
white light microscopes and laser confocal microscopes. The Company believes
that its principal competitors include Amray, Hitachi, JEOL, Kinetek,
Kensington, Lasertech, Leica, Nidek, Nikon, Stahl Research and Carl Zeiss.
Competitive factors in the market for the Company's telecommunications
equipment products include price, product performance and reliability, the
capability to provide strong customer support and service, customer
relationships and the breadth of product line. In this market, the Company
faces competition from companies that have substantially greater financial,
engineering, research, development, manufacturing, marketing, service and
support resources, greater name recognition than the Company and long-standing
customer relationships. With respect to modulator products for CATV and
telecommunications equipment suppliers, the Company's competitors include AT&T
Micro Electronics, Crystal Technology, Inc., Fujitsu, Integrated Optical
Components, Ltd. and Sumitomo Cement Opto Electronics Group. With respect to
CATV 1550 nm transmitters for supply to OEMs, the Company's competitors
include AEL, Harmonic Lightwave, Kablerhydt, Ortel, Synchronous Communications
and PAi. Other CATV equipment suppliers may also enter this market. With
respect to laser diode products for data communications and local
telecommunications equipment suppliers, the Company's competitors include Oz
Optics and SDL-Optics as well as larger optoelectronic suppliers such as AMP
and Hewlett-Packard. Potential new technologies may also emerge to compete
with the Company's products, such as electro-absorption modulators that are
being introduced for long-haul telecommunications.
PATENTS AND PROPRIETARY RIGHTS
The Company holds 30 United States patents and certain corresponding foreign
patents on the technologies related to its products and processes. The United
States patents expire on dates ranging from 1999 to 2014. The Company has
applied for additional patents related to its solid state laser products, its
Ultrapointe Systems (three of which were recently issued) and its
telecommunications products. The Company has also acquired several patent
licenses involving areas such as end-pumped solid state lasers, diode-pumped
blue light lasers and waveguides.
The laser, semiconductor equipment, CATV and telecommunications industries
in which the Company sells its products are characterized by frequent
litigation regarding patent and other intellectual property rights. Numerous
patents in these industries are held by others, including academic
institutions and competitors of the Company. Such patents could inhibit the
Company's ability to develop new products for such markets. From time to time,
the Company has received notices claiming that it has infringed third-party
patents or other
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<PAGE>
intellectual property rights. While in the past licenses generally have been
available to the Company where third-party technology was necessary or useful
for the development or production of the Company's products, there can be no
assurance that licenses to third-party technology will be available on
commercially reasonable terms, if at all. Generally, a license, if granted,
would include payments by the Company of up-front fees, ongoing royalties or a
combination thereof. There can be no assurance that such royalty or other
terms would not have a significant adverse impact on the Company's operating
results. The Company is a licensee of a number of third party technologies and
intellectual property rights and is required to pay royalties to these third
party licensors on certain of its products, including its Ultrapointe Systems
and its solid state lasers. In fiscal 1995 and in the nine months ended March
31, 1996, the Company expensed $1.2 million and $1.2 million, respectively, in
license and royalty fees primarily in connection with its gas laser
subsystems. In addition, there can be no assurance that third parties will not
assert claims against the Company with respect to its existing products or
with respect to future products under development by the Company. In the event
of litigation to determine the validity of any third-party claims, such
litigation could result in significant expense to the Company and divert the
efforts of the Company's technical and management personnel, whether or not
such litigation is determined in favor of the Company. In the event of an
adverse result in any such litigation, the Company could be required to expend
significant resources to develop non-infringing technology or to obtain
licenses to the technology which is the subject of the litigation. There can
be no assurance that the Company would be successful in such development or
that any such licenses would be available to the Company. In the absence of
such a license, the Company could be enjoined from future sales of the
infringing product or products. In fiscal years 1992 and 1993, the Company
incurred substantial legal expenses in connection with a patent infringement
action relating to the Company's current gas laser subsystems brought by
Spectra-Physics Lasers, Inc. ("Spectra-Physics"). While the Spectra-Physics
case has since been settled, no assurance can be given that, in the future,
the Company will be able to avoid similar actions by competitors or others or
not be forced to initiate its own actions to protect its proprietary position.
BACKLOG
Backlog consists of written purchase orders for products for which the
Company has assigned shipment dates within the following 12 months. As of
March 31, 1996 the Company's backlog was approximately $15.7 million, as
compared with a backlog of approximately $6.1 million at March 31, 1995.
Orders in backlog are firm, but are subject to cancellation or rescheduling by
the customer. Because of possible changes in product delivery schedules and
cancellation of product orders and because the Company's sales will often
reflect orders shipped in the same quarter that they are received, the
Company's backlog at any particular date is not necessarily indicative of
actual sales for any succeeding period. Certain of the Company's laser
subsystems customers are adopting "just in time" techniques with respect to
ordering the Company's products, which will cause the Company to have shorter
lead times for providing products. Such shorter lead times are likely to
result in lower backlog.
EMPLOYEES
At March 31, 1996, the Company had a total of 328 full-time employees,
including 61 in research, development and engineering, 39 in sales, marketing
and services, 189 in manufacturing, and 39 in general management,
administration and finance. The Company intends to hire additional personnel
during the next 12 months in each of these areas. The Company's future success
will depend in part on its ability to attract, train, retain and motivate
highly qualified employees, who are in great demand. There can be no assurance
that the Company will be successful in attracting and retaining such
personnel. The Company's employees are not represented by any collective
bargaining organization, and the Company has never experienced a work
stoppage, slowdown or strike. The Company considers its employee relations to
be good.
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FACILITIES
On February 8, 1996, the Company acquired two properties in San Jose,
California, totaling 109,000 square feet, which includes land, buildings and
improvements, for an aggregate purchase price of approximately $11.0 million.
One of the properties is the Company's current principal facility occupied
under an operating lease which would have expired in August 1998. The Company
plans to expand into the additional building. The Company's principal sales,
marketing, technical support, administration, and research and development
operations as well as manufacturing operations for the argon laser and
Ultrapointe products will occupy these facilities. The Company plans to lease
any unused space.
The Company's manufacturing facilities for its He-Ne laser products occupy a
20,000 square foot building in Manteca, California. The building is leased
through September 1997. The Company's facilities for its telecommunications
equipment products occupy a 33,000 square foot leased building in Bloomfield,
Connecticut, where its modulator operations are manufactured and a 18,000
square foot leased building in Chalfont, Pennsylvania where its transmitter
operations are manufactured. UFP products are manufactured at the Company's
7,000 square foot facility in Witney, United Kingdom and its 5,000 square foot
facility in Batavia, Illinois. Leases for the Bloomfield, Chalfont, Witney and
Batavia facilities expire in July 2002 (with a lease extension available
through 2007), February 2001, December 2013, and July 1999, respectively. The
Company also maintains sales and service offices in both the United Kingdom
and Germany to support its European operations.
The Company anticipates capital expenditures for fiscal 1997 of
approximately $4.0 million to support expansion of its current operations,
including the expansion into additional facilities.
41
<PAGE>
MANAGEMENT
EXECUTIVE OFFICERS AND DIRECTORS
The executive officers and directors of the Company and their respective
ages as of the date of this Prospectus are as follows:
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Kevin N. Kalkhoven.................... 52 President, Chief Executive Officer
and Chairman of the Board
R. Clark Harris....................... 59 President of UTP
Dan E. Pettit......................... 49 Vice President, Finance and Chief
Financial Officer
John M. Scott......................... 52 President of Ultrapointe
Ian T. Jenks.......................... 42 President of the Laser Division
William B. Bridges, Ph.D. (1)......... 61 Director
Robert C. Fink (2).................... 61 Director
Catherine P. Goodrich (1)............. 39 Director
Stephen C. Johnson (2)................ 53 Director
Anthony R. Muller (1)(2).............. 53 Director
Wilson Sibbett, Ph.D.................. 48 Director
</TABLE>
- --------
(1) Member of Audit Committee
(2) Member of Compensation Committee
Mr. Kalkhoven has been President and Chief Executive Officer of the Company
since January 1992, a member of the Board of Directors of the Company since
February 1992, and Chairman of the Board since April 1994. From September 1988
to January 1992, Mr. Kalkhoven was President of Demax Software, a systems
software company. From 1986 to August 1988, Mr. Kalkhoven was President and
Chief Executive Officer of AIDA Corporation, a computer aided engineering
company that was acquired in October of 1987 by Teradyne Corporation. Mr.
Kalkhoven is a member of the Board of Directors of Network Express, a
manufacturer of telecommunications equipment.
Mr. Harris joined the Company in May 1995, as President of UTP. Prior to
joining the Company, Mr. Harris held several executive positions with United
Technologies Corporation, most recently as General Manager of United
Technologies Technology Center from 1990 to March 1995. From 1987 to 1989, Mr.
Harris served as Senior Vice President of Sikorsky Aircraft Division.
Mr. Pettit joined the Company as Corporate Controller in March 1986 and has
been Vice President of Finance since November 1986. In June 1994, he became
the Company's Chief Financial Officer. Prior to joining the Company, Mr.
Pettit held the positions of Group Controller and Division Controller at
Burroughs Corporation, where he was employed from 1983 to 1986.
Mr. Scott joined the Company as President of Ultrapointe in April 1994.
Before joining the Company, Mr. Scott held numerous executive positions at
companies in the semiconductor equipment industry, most recently as Vice
President of Sales and Service at Tencor Instruments, a manufacturer of wafer
defect inspection systems, where he was employed from 1987 to 1994.
Mr. Jenks joined the Company as President of the Laser Division in August
1995. Before joining the Company, Mr. Jenks had been serving as a consultant
to the Company since February 1995. Mr. Jenks was the founder and Chief
Executive Officer of I.E. Optomech Ltd., a solid state laser company, until
its acquisition by Uniphase in July 1995. Prior to founding I.E. Optomech, he
was the Chief Executive Officer of the International Projects Division of the
management consulting firm Ingersol Engineers, Inc.
42
<PAGE>
Dr. Bridges has been a member of the Company's Board of Directors since May
1986. He has been a Professor of Electrical Engineering and Applied Physics at
the California Institute of Technology since June 1977 and the Carl F. Braun
Professor of Engineering since 1983. Dr. Bridges served as President of the
Optical Society of America, a nonprofit professional society, in 1988.
Mr. Fink has been a member of the Company's Board of Directors since April
1995. Since July 1993, Mr. Fink has served as Chief Operating Officer of Lam
Research, following their acquisition of Drytek, Inc., where he had served as
President since 1988. From 1984 to 1988, Mr. Fink served as Director of VLSI
Operations for ITT Corporation's Semiconductor Division.
Ms. Goodrich has been a member of the Company's Board of Directors since
January 1994. Ms. Goodrich is President of Goodrich Ventures, Inc., a
consulting firm specializing in business development of early stage
electronics companies since June 1992. Prior to establishing her own firm, Ms.
Goodrich was a general partner in Oak Investment Partners, a venture capital
group, from 1981 to 1992. Ms. Goodrich also serves on the board of directors
of Zitel, a publicly held company, and several privately held companies.
Mr. Johnson has been a member of the Company's Board of Directors since
April 1984. He has been President and Chief Executive Officer of Komag
Incorporated, a publicly held supplier of high density computer disks, since
1983. Mr. Johnson also is a director of 3Com Corporation, a local area network
company.
Mr. Muller has been a member of the Company's Board of Directors since
September 1984. Since November 1990, Mr. Muller has served as Senior Vice
President of Operations and Administration and Chief Financial Officer of
Centigram Communications Corporation, a supplier of telecommunications
systems. From March 1985 to July 1990, Mr. Muller was Vice President of
Finance and Chief Financial Officer of Silicon Valley Group, Inc., a
manufacturer of production processing systems for the semiconductor industry.
Professor Sibbett has been a member of the Company's Board of Directors
since February 1995. Professor Sibbett has been Director of Research for the
School of Physics and Astronomy at the University of St. Andrews in Scotland
since 1994. Since 1985, Professor Sibbett has been the head of the School of
Physics and Astronomy at the University of St. Andrews. Professor Sibbett has
been a member of the Science and Engineering Research Council ("SERC") of the
Department of Trade and Industry since 1986 and served as chairman of the SERC
Laser Committee from 1992 to 1994.
All directors hold office until the next annual meeting of shareholders or
until their successors have been elected and qualified. Officers serve at the
discretion of the Board of Directors. There are no family relationships
between any of the directors or executive officers of the Company.
43
<PAGE>
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information known to the Company with
respect to the beneficial ownership of the Company's Common Stock as of May
20, 1996, and as adjusted to reflect the Stock Split and the sale of the
2,000,000 shares of Common Stock offered hereby by the Company, by (i) all
persons who are beneficial owners of five percent (5%) or more of the
Company's Common Stock, (ii) each director of the Company, (iii) the Company's
Chief Executive Officer and each of the other executive officers with annual
compensation in excess of $100,000 for fiscal year 1995, and (iv) all current
directors and executive officers as a group. Unless otherwise indicated, each
of the stockholders has sole voting and investment power with respect to the
shares beneficially owned, subject to community property laws, where
applicable.
<TABLE>
<CAPTION>
PERCENTAGE
NUMBER OF BENEFICIALLY OWNED (2)
SHARES ---------------------------
BENEFICIALLY BEFORE AFTER
BENEFICIAL OWNER OWNED (1) OFFERING OFFERING
- ---------------- ------------ ----------- -----------
<S> <C> <C> <C>
Kopp Investment Advisors, Inc. ..... 1,162,064 8.4% 7.3%
6600 France Avenue South
Suite 672
Edina, MN 55435
The Prudential Insurance Company of 1,012,600 7.3 6.4
America............................
Prudential Plaza
Newark, New Jersey 07102-3777
Kevin N. Kalkhoven (3).............. 437,750 3.1 2.7
Dan E. Pettit (4)................... 120,408 * *
John M. Scott (5)................... 65,131 * *
Ian T. Jenks........................ 60,000 * *
Stephen C. Johnson (6).............. 51,636 * *
Anthony R. Muller (7)............... 49,708 * *
William B. Bridges (8).............. 40,684 * *
Catherine P. Goodrich (9)........... 25,312 * *
R. Clark Harris (10)................ 20,380 * *
Wilson Sibbett (11)................. 6,250 * *
Robert Fink......................... -- -- --
All officers and directors as a 877,259 6.1 5.3
group (11 persons) (12)............
</TABLE>
- --------
* Less than 1% of the outstanding Common Stock.
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission. In computing the number of shares
beneficially owned by a person and the percentage ownership of that
person, shares of Common Stock subject to options held by that person
that are currently exercisable or exercisable within 60 days of May 20,
1996 are deemed outstanding. Such shares, however, are not deemed
outstanding for the purposes of computing the percentage ownership of
each other person. To the Company's knowledge, except as set forth in the
footnotes to this table and subject to applicable community property
laws, each person named in the table has sole voting and investment power
with respect to the shares set forth opposite such person's name.
(2) Percentage of ownership is based on 13,814,264 shares of Common Stock
outstanding on May 20, 1996.
(3) Includes 427,500 shares subject to stock options exercisable as of July
19, 1996.
(4) Includes 115,032 shares subject to stock options exercisable as of July
19, 1996.
(5) Includes 59,375 shares subject to stock options exercisable as of July
19, 1996.
(6) Includes 5,312 shares subject to stock options exercisable as of July 19,
1996.
(7) Includes 3,312 shares subject to stock options exercisable as of July 19,
1996 and 4,380 shares held by Lesley Muller, Mr. Muller's daughter.
(8) Includes 5,312 shares subject to stock options exercisable as of July 19,
1996.
(9) Includes 25,312 shares subject to stock options exercisable as of July
19, 1996.
(10) Includes 20,380 shares subject to stock options exercisable as of July
19, 1996.
(11) Includes 6,250 shares subject to stock options exercisable as of July 19,
1996.
(12) Includes an aggregate of 667,785 shares subject to stock options
exercisable as of July 19, 1996.
44
<PAGE>
UNDERWRITING
Montgomery Securities, Alex. Brown & Sons Incorporated, Unterberg Harris and
Josephthal, Lyon & Ross Incorporated (the "Underwriters") have agreed, subject
to the terms and conditions contained in the Underwriting Agreement, to
purchase from the Company the number of shares of Common Stock indicated below
opposite their respective names at the public offering price less the
underwriting discount set forth on the cover page of this Prospectus. The
Underwriting Agreement provides that the obligations of the Underwriters are
subject to certain conditions precedent, and that the Underwriters are
committed to purchase all of such shares if any are purchased.
<TABLE>
<CAPTION>
NUMBER
UNDERWRITERS OF SHARES
------------ ---------
<S> <C>
Montgomery Securities..............................................
Alex. Brown & Sons Incorporated....................................
Unterberg Harris...................................................
Josephthal, Lyon & Ross Incorporated...............................
---------
Total.......................................................... 2,000,000
=========
</TABLE>
The Underwriters have advised the Company that they propose initially to
offer the Common Stock to the public on the terms set forth on the cover page
of this Prospectus. The Underwriters may allow selected dealers a concession
of not more than $ per share; and the Underwriters may allow, and such
dealers may reallow, a concession of not more than $ per share to certain
other dealers. After the public offering, the offering price and other selling
terms may be changed by the Underwriters. The Common Stock is offered subject
to receipt and acceptance by the Underwriters, and to certain other
conditions, including the right to reject orders in whole or in part.
The Company has granted an option to the Underwriters, exercisable during
the 30-day period after the date of this Prospectus, to purchase up to a
maximum of 300,000 additional shares of Common Stock to cover over-allotments,
if any, at the same price per share as the initial 2,000,000 shares to be
purchased by the Underwriters. To the extent that the Underwriters exercise
this option, the Underwriters will be committed, subject to certain
conditions, to purchase such additional shares in approximately the same
proportion as set forth in the above table. The Underwriters may purchase such
shares only to cover over-allotments made in connection with this offering.
The Underwriting Agreement provides that the Company will indemnify the
Underwriters against certain liabilities, including civil liabilities under
the Securities Act, or will contribute to payments the Underwriters may be
required to make in respect thereof.
All of the directors and executive officers of the Company holding an
aggregate of 877,259 shares of Common Stock (plus an additional approximately
86,658 shares of Common Stock exercisable under stock options vested as of 90
days from the date of this Prospectus) have agreed that they will not, without
the prior written consent of Montgomery Securities, directly or indirectly,
(1) offer, pledge, sell, contract to sell (including, without limitation, any
short sale), sell any option or contract to purchase, purchase any option or
contract to sell, grant any option, right or warrant to purchase, establish an
open "put equivalent position" within the meaning of Rule 16a-1(h) under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise
transfer or dispose of, directly or indirectly, any shares of Common Stock or
any securities convertible into or exercisable or exchangeable for Common
Stock owned directly by such party or with respect to which such party has or
acquires beneficial ownership or (2) enter into any swap or similar agreement
that transfers, in whole or in part, the economic risk of ownership of the
Common Stock, whether any such transaction described in clause (1) or (2)
above is to be settled by delivery of Common Stock or such other securities,
in cash or otherwise or publicly announce the intention to do any of the
foregoing, for a period of 90 days after the date of this Prospectus.
Montgomery Securities may, in its sole discretion, at any time without prior
notice, release all
45
<PAGE>
or any portion of the securities held by the Company's directors and executive
officers from the aforementioned restrictions. The Company has agreed in the
Underwriting Agreement that, without the prior written consent of Montgomery
Securities (which consent may be withheld at the sole discretion of Montgomery
Securities), it will not (other than pursuant to the Company's 1993 Employee
Stock Purchase Plan or pursuant to options under the Company's Amended and
Restated 1993 Flexible Stock Incentive Plan) issue, offer, sell, grant options
to purchase or otherwise dispose of any of the Company's equity securities or
any other securities convertible into or exchangeable with the Company's
Common Stock or other equity securities for a period of 90 days after the
first date that any shares of Common Stock are released for sale in this
offering.
In connection with this offering, the Underwriters and selling group
members, if any, may engage in passive market making transactions in the
Common Stock on the Nasdaq National Market in accordance with Rule 10b-6A
under the Exchange Act. Passive marketing making consists of displaying bids
on the Nasdaq National Market that are limited by the bid prices of
independent market makers and completing purchases in response to order flow
at prices limited by such bids. Net purchases by a passive market maker on
each day are limited to a specified percentage of the passive market maker's
average daily trading volume in the Common Stock during a specified prior
period. Purchases by the passive market maker must be discontinued for any day
on which such limit is reached. Passive market making may stabilize the market
price for the Common Stock at a level above that which might otherwise prevail
and, if commenced, may be discontinued at any time.
LEGAL MATTERS
The validity of the Common Stock offered hereby will be passed upon for the
Company by Morrison & Foerster LLP, Palo Alto, California. Certain legal
matters in connection with the offering will be passed on for the Underwriters
by Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto,
California.
EXPERTS
The consolidated financial statements of the Company as of June 30, 1995 and
1994 and for each of the three years in the period ended June 30, 1995 and the
combined financial statements of GCA Fibreoptics Ltd. and Fiberoptic Alignment
Solutions, Inc. as of October 31, 1995 and 1994 and for the years then ended,
appearing in this Prospectus and in the Registration Statement have been
audited by Ernst & Young LLP, independent auditors, as set forth in their
reports thereon appearing elsewhere herein and in the Registration Statement
and are included in reliance upon such reports given upon the authority of
such firm as experts in accounting and auditing.
46
<PAGE>
INDEX TO FINANCIAL STATEMENTS
UNIPHASE CORPORATION
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Report of Ernst & Young LLP, Independent Auditors.......................... F-2
Consolidated Balance Sheets.............................................. F-3
Consolidated Statements of Operations.................................... F-4
Consolidated Statements of Stockholders' Equity.......................... F-5
Consolidated Statements of Cash Flows.................................... F-6
Notes to Consolidated Financial Statements............................... F-7
</TABLE>
GCA FIBREOPTICS LTD. & FIBEROPTICS ALIGNMENT SOLUTIONS, INC.
<TABLE>
<S> <C>
Report of Ernst & Young LLP, Independent Auditors......................... F-18
Combined Balance Sheets................................................. F-19
Combined Statements of Operations....................................... F-20
Combined Statements of Cash Flows....................................... F-21
Notes to Combined Financial Statements.................................. F-22
Unaudited Interim Condensed Combined Balance Sheets....................... F-27
Unaudited Interim Condensed Combined Statements of Operations and Retained
Earnings................................................................. F-28
Unaudited Interim Condensed Combined Statements of Cash Flows............. F-29
Notes to Unaudited Interim Condensed Combined Financial Statements........ F-30
</TABLE>
F-1
<PAGE>
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
The Board of Directors and Stockholders
Uniphase Corporation
We have audited the accompanying consolidated balance sheets of Uniphase
Corporation as of June 30, 1994 and 1995, and the related consolidated
statements of operations, stockholders' equity, and cash flows for each of the
three years in the period ended June 30, 1995. These financial statements are
the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Uniphase
Corporation at June 30, 1994 and 1995, and the consolidated results of its
operations and its cash flows for each of the three years in the period ended
June 30, 1995, in conformity with generally accepted accounting principles.
ERNST & YOUNG LLP
San Jose, California
July 31, 1995
F-2
<PAGE>
UNIPHASE CORPORATION
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<TABLE>
<CAPTION>
JUNE 30, MARCH 31,
---------------- -----------
1994 1995 1996
------- ------- -----------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents....................... $ 3,048 $ 2,880 $18,581
Short-term investments.......................... 11,167 4,679 18,287
Accounts receivable, less allowances for
doubtful accounts of $100 at June 30, 1994,
$164 at June 30, 1995 and $234 at March 31,
1996........................................... 4,314 8,793 12,824
Inventories..................................... 3,359 5,478 8,810
Deferred income taxes and other current assets.. 1,377 2,367 2,215
------- ------- -------
Total current assets.......................... 23,265 24,197 60,717
Long-term investments............................. -- -- 14,900
Property, plant, and equipment, net............... 2,260 3,452 17,019
Intangible assets................................. 605 3,178 3,002
Other assets...................................... 84 1,083 1,062
------- ------- -------
Total assets.................................. $26,214 $31,910 $96,700
======= ======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable................................ $ 1,228 $ 2,249 $ 3,308
Accrued payroll and related expenses............ 1,770 1,965 2,722
Other accrued expenses.......................... 1,192 2,667 3,654
Current portion of capital lease obligations.... 132 -- --
------- ------- -------
Total current liabilities..................... 4,322 6,881 9,684
Deferred income taxes............................. 561 -- --
Other non-current liabilities..................... -- 221 171
Commitments and contingencies
Stockholders' equity:
Preferred stock, $0.001 par value:
1,000,000 shares authorized, none issued and
outstanding................................... -- -- --
Common stock, $0.001 par value:
Authorized shares--20,000,000 Issued and
outstanding shares-- 8,812,908 at June 30,
1994, 9,515,604 at June 30, 1995 and 13,694,138
at March 31, 1996.............................. 8 10 14
Additional paid-in capital...................... 13,093 15,751 72,188
Stock purchase notes receivable................. (18) -- --
Retained earnings............................... 8,223 8,958 14,619
Net unrealized gain (loss) on securities avail-
able-for-sale.................................. 11 -- (11)
Foreign currency translation adjustment......... 14 89 35
------- ------- -------
Total stockholders' equity.................... 21,331 24,808 86,845
------- ------- -------
Total liabilities and stockholders' equity.... $26,214 $31,910 $96,700
======= ======= =======
</TABLE>
See accompanying notes to consolidated financial statements
F-3
<PAGE>
UNIPHASE CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
YEARS ENDED JUNE 30, MARCH 31,
------------------------- ------------------
1993 1994 1995 1995 1996
------- ------- ------- -------- --------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Net sales....................... $27,314 $32,922 $42,282 $ 30,146 $ 47,342
Cost of sales................... 17,870 20,067 24,113 17,378 25,102
------- ------- ------- -------- --------
Gross profit.................. 9,444 12,855 18,169 12,768 22,240
Operating expenses:
Research and development...... 1,986 3,058 3,710 2,707 4,093
Royalty and license........... 986 1,212 1,172 995 1,205
Selling, general, and
administrative............... 5,417 5,693 7,355 5,176 8,942
Infrequent or unusual charges:
Acquired in-process research
and development............. -- -- 4,460 -- --
Loss on sale of product line. -- -- 891 -- --
Litigation................... 2,381 (355) -- -- --
------- ------- ------- -------- --------
Total operating expenses........ 10,770 9,608 17,588 8,878 14,240
------- ------- ------- -------- --------
Income (loss) from operations. (1,326) 3,247 581 3,890 8,000
Interest income................. 84 274 487 385 1,014
Interest expense................ (60) (37) (25) (24) (20)
Other income (expense), net..... 115 (25) 88 43 (107)
------- ------- ------- -------- --------
Income (loss) before income
taxes........................ (1,187) 3,459 1,131 4,294 8,887
Income tax expense (benefit).... (389) 1,228 396 1,588 3,226
------- ------- ------- -------- --------
Net income (loss)............... $ (798) $ 2,231 $ 735 $ 2,706 $ 5,661
======= ======= ======= ======== ========
Net income (loss) per share..... $ (0.14) $ 0.27 $ 0.07 $ 0.27 $ 0.44
======= ======= ======= ======== ========
Shares used in per share
calculation.................... 5,510 8,274 10,082 9,966 12,962
======= ======= ======= ======== ========
</TABLE>
See accompanying notes to consolidated financial statements.
F-4
<PAGE>
UNIPHASE CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(IN THOUSANDS)
<TABLE>
<CAPTION>
STOCK NET FOREIGN
COMMON STOCK ADDITIONAL PURCHASE UNREALIZED CURRENCY
-------------- PAID-IN NOTE RETAINED GAIN ON TRANSLATION
SHARES AMOUNT CAPITAL RECEIVABLE EARNINGS SECURITIES ADJUSTMENT TOTAL
------ ------ ---------- ---------- -------- ---------- ----------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at July 1, 1992. 5,076 $ 6 $ 749 $(166) $ 6,789 $-- $ 49 $ 7,427
Repurchase of common
stock................. (4) -- (8) -- -- -- -- (8)
Issuance of common
stock for minority
interest in
Ultrapointe........... 86 -- 207 -- -- -- -- 207
Net loss............... -- -- -- -- (797) -- -- (797)
Foreign currency
translation
adjustment............ -- -- -- -- -- -- (98) (98)
------ --- ------- ----- ------- ---- ---- -------
Balance at June 30,
1993................... 5,158 6 948 (166) 5,992 -- (49) 6,731
Repurchase of common
stock................. (6) -- (8) -- -- -- -- (8)
Exercise of stock
options and related
tax benefits.......... 352 -- 695 -- -- -- -- 695
Common stock issued
upon initial public
offering, net of
issuance costs........ 3,308 2 11,458 -- -- -- -- 11,460
Repayment of stock
purchase note......... -- -- -- 148 -- -- -- 148
Net income............. -- -- -- -- 2,231 -- -- 2,231
Net unrealized gain on
securities available-
for-sale.............. -- -- -- -- -- 11 -- 11
Foreign currency
translation
adjustment............ -- -- -- -- -- -- 63 63
------ --- ------- ----- ------- ---- ---- -------
Balance at June 30,
1994................... 8,812 8 13,093 (18) 8,223 11 14 21,331
Exercise of stock
options and related
tax benefits.......... 704 2 2,658 -- -- -- -- 2,660
Repayment of stock
purchase note......... -- -- -- 18 -- -- -- 18
Net income............. -- -- -- -- 735 -- -- 735
Net realized gain on
securities available-
for-sale.............. -- -- -- -- -- (11) -- (11)
Foreign currency
translation
adjustment............ -- -- -- -- -- -- 75 75
------ --- ------- ----- ------- ---- ---- -------
Balance at June 30,
1995................... 9,516 10 15,751 -- 8,958 -- 89 24,808
Exercise of stock
options and related
tax benefits
(unaudited)........... 522 -- 3,629 -- -- -- -- 3,629
Common stock issued
upon public offering,
net of issuance costs
(unaudited)........... 2,990 3 40,526 -- -- -- -- 40,529
Common stock issued to
Tencor net of issuance
costs (unaudited)..... 666 1 12,282 -- -- -- -- 12,283
Net income (unaudited). -- -- -- -- 5,661 -- -- 5,661
Net unrealized gain on
securities available-
for-sale (unaudited) -- -- -- -- -- (11) -- (11)
Foreign currency
translation adjustment
(unaudited)........... -- -- -- -- -- -- (54) (54)
------ --- ------- ----- ------- ---- ---- -------
Balance at March 31,
1996 (unaudited)....... 13,694 $14 $72,188 $ -- $14,619 $(11) $ 35 $86,845
====== === ======= ===== ======= ==== ==== =======
</TABLE>
See accompanying notes to consolidated financial statements.
F-5
<PAGE>
UNIPHASE CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
YEARS ENDED JUNE 30, MARCH 31,
-------------------------- -------------------
1993 1994 1995 1995 1996
------ -------- -------- -------- ---------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
OPERATING ACTIVITIES
Net income (loss)............ $ (798) $ 2,231 $ 735 $ 2,706 $ 5,661
Adjustments to reconcile net
income (loss) to net cash
provided by operating
activities:
Depreciation and
amortization............... 872 941 1,154 819 1,435
(Gain) loss on disposal of
fixed assets............... 43 5 (18) -- --
Acquired in-process research
and development............ -- -- 4,460 -- --
Undistributed earnings of
affiliate.................. -- -- (114) -- --
Change in deferred income
taxes, net................. (360) 179 (2,188) -- --
Loss on sale of product
line....................... -- -- 891 -- --
Change in operating assets
and liabilities:
Accounts receivable......... (306) (754) (3,286) (2,623) (4,031)
Inventories................. (238) (788) (1,244) (760) (3,332)
Other current assets........ 5 (259) (391) (442) 152
Accounts payable, accrued
liabilities, income tax
payable and other.......... 923 286 3,221 1,729 2,717
------ -------- -------- -------- ---------
Net cash provided by
operating activities..... 141 1,841 3,220 1,429 2,602
------ -------- -------- -------- ---------
INVESTING ACTIVITIES
Notes receivable from related
parties..................... -- 133 -- -- --
Purchase of available-for-
sale investments............ -- (11,156) (10,604) (9,582) (36,731)
Sale of available-for-sale
investments................. -- -- 17,081 9,440 8,212
Investment in I.E. Optomech
Ltd......................... -- (528) (12) (109) (238)
Acquisition of net assets of
United Technologies
Photonics, Inc.............. -- -- (8,747) -- --
Acquisition of licenses...... -- -- (600) -- --
Proceeds from sale of product
line........................ -- -- 375 -- --
Purchase of property, plant
and equipment............... (650) (1,065) (1,808) (1,481) (14,665)
Decrease (increase) in other
assets...................... 79 (3) 17 4 21
------ -------- -------- -------- ---------
Net cash used in investing
activities............... (571) (12,619) (4,298) (1,728) (43,401)
------ -------- -------- -------- ---------
FINANCING ACTIVITIES
Repurchase of common stock... (8) (8) -- -- --
Repayment of stock purchase
note........................ -- 148 18 -- --
Proceeds from issuance of
common stock................ -- 11,759 1,024 1,797 56,500
Principal payments on capital
lease obligations........... (160) (107) (132) (98) --
------ -------- -------- -------- ---------
Net cash provided by (used
in) financing activities. (168) 11,792 910 1,699 56,500
------ -------- -------- -------- ---------
Increase (decrease) in cash
and cash equivalents......... (598) 1,014 (168) 1,400 15,701
Cash and cash equivalents at
beginning of period.......... 2,632 2,034 3,048 3,048 2,880
------ -------- -------- -------- ---------
Cash and cash equivalents at
end of period................ $2,034 $ 3,048 $ 2,880 $ 4,448 $ 18,581
====== ======== ======== ======== =========
</TABLE>
See accompanying notes to consolidated financial statements.
F-6
<PAGE>
UNIPHASE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(INFORMATION AS OF MARCH 31, 1996 AND RELATING FOR THE
NINE-MONTH PERIODS ENDED MARCH 31, 1995 AND 1996 IS UNAUDITED)
NOTE 1. BUSINESS ACTIVITIES AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business Activities.
Uniphase Corporation (the "Company" or "Uniphase") designs, develops,
manufactures and markets laser subsystems, laser-based semiconductor wafer
defect examination and analysis equipment and fiber optic telecommunications
equipment products. Uniphase operates three manufacturing facilities in the
United States (in San Jose and Manteca, California, and Bloomfield,
Connecticut). The Company's laser division designs, develops, manufactures and
markets laser subsystems for a broad range of OEM applications, which include
biotechnology, industrial process control and measurement, graphics and
printing and semiconductor equipment. Uniphase's domestic wholly-owned
subsidiary, Ultrapointe Corporation, designs, develops, manufactures and
markets advanced laser-based systems for semiconductor wafer defect
examination and analysis. In May 1994, the Company acquired a 49% equity
position in I.E. Optomech, an optoelectronics company located in the United
Kingdom. The Company increased its ownership percentage on May 1, 1995 to
51.5% through an additional equity investment and on July 1, 1995, purchased
the remaining equity interest. In May 1995, Uniphase acquired United
Technologies Photonics, Inc., which designs, develops, manufactures and
markets high-speed external modulators and transmitters for fiber optic
networks in the CATV and long-haul telecommunications industries, and which is
being operated as a Uniphase subsidiary, Uniphase Telecommunications Products,
Inc. ("UTP"). At the end of fiscal 1995, the Company sold the net assets of
its diode laser product line, which was previously operated in a Los Angeles
facility. Uniphase also has wholly-owned subsidiaries in Germany and the
United Kingdom to market and service its products in Europe.
Basis of Presentation.
The consolidated financial statements include Uniphase, its wholly-owned
subsidiaries, I.E. Optomech subsequent to obtaining controlling interest on
May 1, 1995 and UTP subsequent to its purchase by the Company on May 15, 1995.
All significant intercompany accounts and transactions have been eliminated.
Amounts applicable to the minority interest of I.E. Optomech are
insignificant.
Cash, Cash Equivalents, and Short-term Investments.
Uniphase considers all liquid investments with maturities of ninety days or
less when purchased to be cash equivalents. The Company's short-term
investments have maturities of one year or less. The Company's securities are
classified as available-for-sale and are recorded at fair value. Fair value is
based upon quoted market prices on the last day of the fiscal year. The cost
of debt securities sold is based on the specific identification method.
Unrealized gains and losses are reported as a separate component of
stockholders' equity. Gross realized gains and losses are included in interest
income and have not been material. The Company's investments consist of the
following:
F-7
<PAGE>
UNIPHASE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(INFORMATION AS OF MARCH 31, 1996 AND RELATING FOR THE
NINE-MONTH PERIODS ENDED MARCH 31, 1995 AND 1996 IS UNAUDITED)
<TABLE>
<CAPTION>
JUNE 30, 1994
---------------------------------------
GROSS GROSS ESTIMATED
UNREALIZED UNREALIZED FAIR
COST GAINS LOSSES VALUE
------- ---------- ---------- ---------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Municipal bonds......................... $ 7,156 $-- $-- $ 7,156
Auction instruments..................... 4,000 11 -- 4,011
Money market instruments................ 1,439 -- -- 1,439
Certificate of deposits................. 503 -- -- 503
------- --- --- -------
$13,098 $11 $-- $13,109
======= === === =======
Included in cash and cash equivalents... $ 1,942 $-- $-- $ 1,942
Included in short-term investments...... 11,156 11 -- 11,167
------- --- --- -------
$13,098 $11 $-- $13,109
======= === === =======
<CAPTION>
JUNE 30, 1995
---------------------------------------
GROSS GROSS ESTIMATED
UNREALIZED UNREALIZED FAIR
COST GAINS LOSSES VALUE
------- ---------- ---------- ---------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Auction instruments..................... $ 3,000 $-- $-- $ 3,000
Municipal bonds......................... 1,679 -- -- 1,679
Certificate of deposits................. 1,003 -- -- 1,003
Money market instruments................ 549 -- -- 549
------- --- --- -------
$ 6,231 $-- $-- $ 6,231
======= === === =======
Included in cash and cash equivalents... $ 1,552 $-- $-- $ 1,552
Included in short-term investments...... 4,679 -- -- 4,679
------- --- --- -------
$ 6,231 $-- $-- $ 6,231
======= === === =======
</TABLE>
Inventories.
Inventories are valued at the lower of cost (first-in, first-out method) or
market. The components of inventory consist of the following:
<TABLE>
<CAPTION>
JUNE 30,
------------- MARCH 31,
1994 1995 1996
------ ------ ---------
(IN THOUSANDS)
<S> <C> <C> <C>
Finished goods.......................................... $ 948 $2,043 $1,818
Work in process......................................... 969 1,072 2,992
Raw materials and purchased parts....................... 1,442 2,363 4,000
------ ------ ------
$3,359 $5,478 $8,810
====== ====== ======
</TABLE>
Property, Plant and Equipment.
Property, plant and equipment are stated at cost. Depreciation is computed
by the straight-line method over the estimated useful lives of the assets,
which range from two to five years. Leasehold improvements are amortized by
the straight-line method over the shorter of the estimated useful lives of the
assets or the term of the lease. The components of property, plant and
equipment are as follows:
F-8
<PAGE>
UNIPHASE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(INFORMATION AS OF MARCH 31, 1996 AND RELATING FOR THE
NINE-MONTH PERIODS ENDED MARCH 31, 1995 AND 1996 IS UNAUDITED)
<TABLE>
<CAPTION>
JUNE 30,
------------- MARCH 31
1994 1995 1996
------ ------ --------
(IN THOUSANDS)
<S> <C> <C> <C>
Land..................................................... $ -- $ -- $ 3,816
Building and improvements................................ -- -- 7,728
Manufacturing equipment.................................. 3,823 4,944 9,726
Furniture, fixtures and office equipment................. 2,243 2,887 3,277
Leasehold improvements................................... 371 556 364
------ ------ -------
6,437 8,387 24,911
Less: accumulated depreciation and amortization.......... 4,177 4,935 7,892
------ ------ -------
$2,260 $3,452 $17,019
====== ====== =======
</TABLE>
Concentration of Credit Risk.
Financial instruments that potentially subject the Company to concentrations
of credit risk consist primarily of cash equivalents, short-term investments
and trade receivables. The Company places its cash equivalents and short-term
investments with high credit-quality financial institutions. The Company
invests its excess cash primarily in auction instruments, municipal bonds and
certificates of deposits. The Company has established guidelines relative to
credit ratings, diversification and maturities that seek to maintain safety
and liquidity. The Company sells primarily to customers involved in the
application of laser technology or the manufacture of semiconductors. The
Company performs ongoing credit evaluations of its customers and does not
require collateral. The Company provides reserves for potential credit losses,
and such losses and yearly provisions have not been significant and have been
within management's expectations.
Foreign Currency Translation.
Assets and liabilities denominated in foreign currencies are translated
using the exchange rate on the balance sheet dates. Revenues and expenses are
translated using average rates of exchange prevailing during the year. The
translation adjustment resulting from this process is shown separately as a
component of stockholders' equity. Foreign currency transaction gains and
losses are not material and are included in the determination of net income.
Revenue Recognition.
Revenue from the sale of products is generally recognized upon shipment.
Revenue on the shipment of Ultrapointe Systems on evaluation is deferred until
customer acceptance. The Company provides for the estimated cost to repair
products under warranty at the time of sale.
Revenues from UTP's research contracts are recognized on the percentage-of-
completion method, measured by costs incurred to date to estimated total costs
for each contract. Under this method, revenues are recognized as various
stages of research contracts are completed. Provisions for estimated losses on
uncompleted contracts are made in the period in which such losses are
determined.
The Company is party to certain research and development contracts with
third parties whereby the Company is obligated to spend certain specified
amounts over periods ranging from two to three years on certain research and
development activities and will be reimbursed by the third party participants
for a portion of such expenditures. During fiscal 1995, the Company earned
reimbursements of $245,000 in connection with these contracts which were
recorded as credits to research and development expense. The corresponding
amounts during fiscal 1994 were insignificant. At June 30, 1995, a total of
approximately $4.6 million remains to be
F-9
<PAGE>
UNIPHASE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(INFORMATION AS OF MARCH 31, 1996 AND RELATING FOR THE
NINE-MONTH PERIODS ENDED MARCH 31, 1995 AND 1996 IS UNAUDITED)
expended under these contracts for which the Company will receive
reimbursements of approximately $2.2 million. The research activities covered
by the contracts are complementary to the Company's own research and
development activities. At the end of the contracts, the Company will own or
have access to the technology developed in connection with the contracts.
Income Taxes
Income taxes are calculated under the provisions of Statement of Financial
Accounting Standards No. 109 (FAS 109), "Accounting for Income Taxes." Under
FAS 109, the liability method is used in accounting for income taxes which
includes the effects of temporary differences between financial and taxable
amounts of assets and liabilities.
Net Income (Loss) Per Share.
Net income (loss) per share is computed using the weighted average number of
shares of common stock and dilutive common equivalent shares from stock
options using the treasury stock method. Since fully diluted earnings per
share differs from primary earnings per share by less than 3%, only primary
earnings per share is shown below. Shares and net income used in the per share
computations are as follows:
<TABLE>
<CAPTION>
NINE MONTHS ENDED
YEAR ENDED JUNE 30, MARCH 31,
--------------------- -----------------
1993 1994 1995 1995 1996
------ ------ ------ -------- --------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Weighted average common shares.......... 5,076 7,276 9,108 9,004 11,854
SAB 83 shares........................... 434 -- -- -- --
Stock options........................... -- 998 974 962 1,108
------ ------ ------ -------- --------
Total................................. 5,510 8,274 10,082 9,966 12,962
====== ====== ====== ======== ========
Net income.............................. $ (798) $2,231 $ 735 $ 2,706 $ 5,661
====== ====== ====== ======== ========
Net income per share.................... $(0.14) $ 0.27 $ 0.07 $ 0.27 $ 0.44
====== ====== ====== ======== ========
</TABLE>
Pursuant to the Securities and Exchange Commission Staff Accounting
Bulletins, common equivalent shares issued by the Company at prices below the
initial public offering price during the 12-month period prior to the offering
have been included in the fiscal 1993 calculation (using the treasury stock
method and the initial public offering price of $4.00 per share).
Reclassifications.
Certain reclassifications, relating to geographic sales information, have
been made to the fiscal 1994 and fiscal 1993 presentation to conform to the
fiscal 1995 presentation.
NOTE 2. OTHER ACCRUED EXPENSES
The components of other accrued expenses are as follows:
<TABLE>
<CAPTION>
JUNE 30,
---------------
MARCH 31,
1994 1995 1996
------- ------- ---------
(IN THOUSANDS)
<S> <C> <C> <C>
Royalties payable..................................... $ 442 $ 435 $ 830
Warranty reserve...................................... 172 385 510
Other accrued liabilities............................. 578 1,847 2,314
------- ------- ------
$ 1,192 $ 2,667 $3,654
======= ======= ======
</TABLE>
F-10
<PAGE>
UNIPHASE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(INFORMATION AS OF MARCH 31, 1996 AND RELATING FOR THE
NINE-MONTH PERIODS ENDED MARCH 31, 1995 AND 1996 IS UNAUDITED)
NOTE 3. INCOME TAXES
The expense (benefit) for income taxes consists of the following:
<TABLE>
<CAPTION>
YEAR ENDED JUNE 30,
--------------------
1993 1994 1995
----- ------ ------
(IN THOUSANDS)
<S> <C> <C> <C>
Federal:
Current................................................. $ (60) $ 806 $1,967
Deferred................................................ (285) 173 (1,688)
----- ------ ------
(345) 979 279
State:
Current................................................. 13 196 550
Deferred................................................ (75) 6 (500)
----- ------ ------
(62) 202 50
Foreign:
Current................................................. 18 47 67
----- ------ ------
Income tax expense (benefit).......................... $(389) $1,228 $ 396
===== ====== ======
</TABLE>
A reconciliation of the income tax expense (benefit) at the federal statutory
rate to the income tax expense (benefit) at the effective tax rate is as
follows:
<TABLE>
<CAPTION>
YEAR ENDED JUNE 30,
-----------------------
1993 1994 1995
------ ------- ------
(IN THOUSANDS)
<S> <C> <C> <C>
Income taxes (benefit) computed at federal statutory
rate.................................................. $ (404) $ 1,176 $ 385
State taxes, net of federal benefit.................... (41) 133 33
Foreign taxes on income................................ 18 47 (7)
Research, development, and foreign tax credits......... -- (132) (15)
Other.................................................. 38 4 --
------ ------- -----
$ (389) $ 1,228 $ 396
====== ======= =====
</TABLE>
The components of deferred taxes consist of the following:
<TABLE>
<CAPTION>
YEAR ENDED JUNE 30,
----------------------
1994 1995
--------- -----------
(IN THOUSANDS)
<S> <C> <C>
Deferred tax assets:
State taxes............................................ $ 64 $ 186
Accrued legal expenses................................. 69 36
Inventory reserve...................................... 188 234
Vacation accruals...................................... 120 128
Intangibles and acquired in-process research and
development........................................... -- 1,760
Warranty reserve....................................... 69 139
Diode laser product line write-off..................... -- 257
Other accruals not deductible for tax.................. 45 74
-------- -----------
Total deferred tax assets............................ 555 2,814
Deferred tax liabilities:
Tax over book depreciation............................. 88 19
Interest charge DISC commission........................ 473 613
-------- -----------
Total deferred tax liabilities....................... 561 632
-------- -----------
Total net deferred tax assets (liabilities).......... $ (6) $ 2,182
======== ===========
</TABLE>
F-11
<PAGE>
UNIPHASE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(INFORMATION AS OF MARCH 31, 1996 AND RELATING FOR THE
NINE-MONTH PERIODS ENDED MARCH 31, 1995 AND 1996 IS UNAUDITED)
The Company believes that net deferred tax assets are more likely than not
to be realized from the Company's ongoing operations. Thus, no valuation
allowance is deemed necessary. Cumulative undistributed earnings of Uniphase's
foreign subsidiaries were approximately $110,000, $99,000 and $282,000 at June
30, 1993, 1994 and 1995, respectively. These amounts have been permanently
reinvested, and accordingly, no provision for federal and state income taxes
has been provided thereon. The tax benefit associated with exercises of stock
options reduced taxes currently payable by $346,000 and $1,636,000 for the
years ended June 30, 1994 and 1995, respectively. Such benefits are credited
to additional paid-in capital when realized. For the nine-month periods ended
March 31, 1995 and 1996, income taxes were provided based on the estimated
annual effective tax rates for such years which were 37% and 36%,
respectively.
NOTE 4. LINE OF CREDIT
The Company has a $5.0 million revolving bank line of credit that expires on
November 1, 1996. Advances under the line of credit bear interest at the
bank's prime rate (9% at June 30, 1995 and 8.25% at March 31, 1996) and are
secured by inventories and accounts receivable. Under the terms of the line of
credit agreement, the Company is required to maintain certain minimum working
capital, net worth, profitability levels and other specific financial ratios.
In addition, the agreement prohibits the payment of cash dividends and
contains certain restrictions on the Company's ability to borrow money or
purchase assets or interests in other entities without the prior written
consent of the bank. There were no borrowings under the line of credit at June
30, 1995 or March 31, 1996.
NOTE 5. LEASE COMMITMENTS
Uniphase leases manufacturing and office space primarily in San Jose and
Manteca, California and Bloomfield, Connecticut under noncancelable operating
leases expiring at various dates through August 1998 and containing certain
renewal options ranging from one to four years. Future minimum commitments for
noncancelable operating leases are as follows which excludes $221,000 accrued
at June 30, 1995 for vacated space upon sale of a product line:
<TABLE>
<CAPTION>
OPERATING
LEASES
--------------
(IN THOUSANDS)
<S> <C>
1996.......................................................... $ 833
1997.......................................................... 678
1998.......................................................... 351
1999.......................................................... 55
------
Total minimum lease payments.................................. $1,917
======
</TABLE>
Rental expense for operating leases for the years ended June 30, 1993, 1994
and 1995 amounted to approximately $539,000, $530,000 and $605,000,
respectively.
NOTE 6. EMPLOYEE BENEFIT PLAN
Uniphase has an employee 401(k) salary deferral plan, covering all domestic
employees. Employees may make contributions by withholding a percentage of
their salary up to $9,240 per year. Company contributions consist of $.25 per
dollar contributed by the employees with at least six months of service.
Company contributions were approximately $85,000, $100,000 and $131,000 for
the years ended June 30, 1993, 1994, and 1995, respectively.
F-12
<PAGE>
UNIPHASE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(INFORMATION AS OF MARCH 31, 1996 AND RELATING FOR THE
NINE-MONTH PERIODS ENDED MARCH 31, 1995 AND 1996 IS UNAUDITED)
NOTE 7. STOCK OPTION PLANS
As of June 30, 1995, Uniphase has reserved 3,044,000 shares of common stock
for future issuance to employees, directors and consultants under its 1984
Amended and Restated Stock Option Plan (the "1984 Option Plan") and 1993
Flexible Stock Incentive Plan (the "1993 Option Plan"). The existing reserve
includes an additional 700,000 shares, approved by the Board of Directors
during fiscal 1995, that have been reserved for issuance under the 1993 Option
Plan pending stockholder approval. The Board of Directors has the authority to
determine the type of option and the number of shares subject to option. The
exercise price cannot be less than the fair value at the date of grant.
Options generally become exercisable over a four-year period and, if not
exercised, expire from five to ten years from the date of grant. The following
table summarizes option activity through June 30, 1995:
<TABLE>
<CAPTION>
OPTIONS OUTSTANDING
------------------------------------------
SHARES AGGREGATE
AVAILABLE NUMBER PRICE EXERCISE
FOR GRANT OF SHARES PER SHARE PRICE
--------- --------- ------------ ---------
(IN THOUSANDS, EXCEPT PRICE PER SHARE)
<S> <C> <C> <C> <C>
Balance at June 30, 1992............ 586 1,598 $ 0.62-$1.80 $ 1,976
Granted........................... (258) 258 $ 1.60-$2.40 466
Exchanged......................... (54) 54 $ 0.46 25
Canceled.......................... 204 (204) $ 0.62-$1.80 (280)
------ ----- ------------ -------
Balance at June 30, 1993............ 478 1,706 $ 0.46-$2.40 2,187
Increase in authorized shares..... 1,254 -- -- --
Granted........................... (1,184) 1,184 $ 2.40-$4.63 3,404
Canceled.......................... 52 (52) $ 0.46-$4.63 (119)
Exercised......................... -- (352) $ 0.46-$2.40 (349)
------ ----- ------------ -------
Balance at June 30, 1994............ 600 2,486 $ 0.46-$4.63 5,123
Increase in authorized shares,
pending shareholder approval..... 700 -- -- --
Granted........................... (874) 874 $3.88-$11.57 7,354
Canceled.......................... 32 (128) $ 1.30-$9.88 (373)
Exercised......................... -- (646) $ 0.46-$4.63 (827)
------ ----- ------------ -------
Balance at June 30, 1995............ 458 2,586 $0.46-$11.57 $11,277
====== ===== ============ =======
</TABLE>
Options for 934,000 shares are exercisable as of June 30, 1995.
Certain employees of UTP have been granted tandem stock options whereby such
employees receive options to purchase shares of either Common Stock of UTP
(the "UTP Options") under the UTP 1995 Flexible Stock Incentive Plan (the
"1995 Option Plan") or Common Stock of Uniphase (the "Uniphase Options") under
Uniphase's 1993 Option Plan. Under the tandem option plan structure, the
aggregate value of the UTP Options and the Uniphase Options that are granted
to each optionee are equal. The optionees can exercise either their UTP
Options or Uniphase Options, but not both. When the optionees exercise their
options as to UTP Common Stock, their corresponding Uniphase Options
automatically terminate, and vice versa. The total number of Uniphase Options
granted in tandem with UTP options is 82,454 shares, at an exercise price of
$11.563 per share, which was the fair market value of Uniphase Common Stock on
the date of grant. The total number of UTP Options granted as of June 30, 1995
is 953,500 shares, at an exercise price of $1.00 per share which was the fair
value of UTP stock at that date. UTP has reserved 246,500 shares of Common
Stock for future issuance. Both the Uniphase Options and the UTP Options will
be exercisable in accordance with the standard vesting schedules under the
1993 Option Plan and the 1995 Option Plan, over a four-year period.
F-13
<PAGE>
UNIPHASE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(INFORMATION AS OF MARCH 31, 1996 AND RELATING FOR THE
NINE-MONTH PERIODS ENDED MARCH 31, 1995 AND 1996 IS UNAUDITED)
NOTE 8. EMPLOYEE STOCK PURCHASE PLAN
The Uniphase 1993 Employee Stock Purchase Plan (the "Purchase Plan") was
adopted in October 1993 and amended during fiscal 1994. The Company has
reserved 400,000 shares of common stock for issuance under the Purchase Plan.
The Purchase Plan, effective February 1, 1994, provides eligible employees
with the opportunity to acquire an ownership interest in Uniphase through
participation in a program of periodic payroll deductions applied at specific
intervals to the purchase of common stock. The Purchase Plan is structured as
a qualified employee stock purchase plan under Section 423 of the amended
Internal Revenue Code of 1986. However, the Purchase Plan is not intended to
be a qualified pension, profit sharing or stock bonus plan under Section
401(a) of the 1986 Code and is not subject to the provisions of the Employee
Retirement Income Security Act of 1974. The Purchase Plan will terminate upon
the earlier of December 31, 1998 or the date on which all shares available for
issuance under the Purchase Plan have been sold. During fiscal 1995, employees
purchased 57,850 shares of common stock under the Purchase Plan and 342,150
shares are available for future issuance.
NOTE 9. INVESTMENT IN I.E. OPTOMECH LTD.
In May 1994, Uniphase purchased 49% of the outstanding common stock of I.E.
Optomech Ltd., a privately held optoelectronics company located in the United
Kingdom for $528,000 in cash, which included intellectual properties related
to solid state lasers and the right to manufacture and sell certain I.E.
Optomech Ltd. products. In May of 1995, the Company acquired an additional
2.5% of the outstanding common stock of I.E. Optomech, Ltd. for approximately
$12,000 in cash. As of June 30, 1995, the Company owned 51.5% of I.E. Optomech
and the acquisition has been accounted for by the purchase method of
accounting. The fair market value of the net assets less minority interests at
the date of acquisition was $109,000. The excess of the investment in
I.E. Optomech over the fair value of the net assets acquired is being
amortized over its estimated useful life of 10 years. Accumulated amortization
is approximately $54,000 as of June 30, 1995. In July 1995, the Company
acquired the remaining 48.5% of I.E. Optomech for $238,000 in cash. I.E.
Optomech will operate as a wholly-owned subsidiary of the Company.
NOTE 10. ACQUISITION OF UNIPHASE TELECOMMUNICATIONS PRODUCTS, INC.
On May 15, 1995, the Company acquired all the outstanding capital stock of
UTP, from United Technologies Corporation. UTP is a global supplier of
integrated optical components used in transmitters for fiber-based networks in
the cable television and telecommunications industries, as well as in optical
antenna links and navigation systems. The total purchase price of $8,747,000
included a cash payment of $8,050,000 to United Technologies Corporation and
$697,000 for related acquisition expenses. The acquisition has been accounted
for by the purchase method of accounting and accordingly, the accompanying
financial statements include the results of operations of UTP subsequent to
the acquisition date. The fair value of the net assets and acquired in-process
research and development purchased was $7,975,000. The excess of $772,000 of
the acquisition price over such fair value and the purchased intangible assets
are being amortized over estimated useful lives ranging from 5 to 10 years.
Accumulated amortization is approximately $47,000 at June 30, 1995.
The following unaudited pro forma summary presents the consolidated results
of operations of the Company as if the acquisition of UTP had occurred at the
beginning of fiscal 1994 and does not purport to be indicative of what would
have occurred had the acquisition been made as of the beginning of fiscal 1994
or of results which may occur in the future.
F-14
<PAGE>
UNIPHASE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(INFORMATION AS OF MARCH 31, 1996 AND RELATING FOR THE
NINE-MONTH PERIODS ENDED MARCH 31, 1995 AND 1996 IS UNAUDITED)
<TABLE>
<CAPTION>
YEAR ENDED JUNE 30,
---------------------
1994 1995
---------- ----------
(IN THOUSANDS, EXCEPT
PER SHARE DATA)
<S> <C> <C>
Net sales.............................................. $39,967 $46,512
Net income............................................. $ 2,756 $ 222
Net income per share................................... $ 0.34 $ 0.02
</TABLE>
The effects of the UTP acquisition on the 1995 consolidated statement of
cash flows were as follows (in thousands):
<TABLE>
<S> <C>
Working capital acquired............................................. $1,215
Property, plant and equipment........................................ 1,260
Intangibles and goodwill............................................. 2,072
In-process research and development.................................. 4,200
------
Total purchase price................................................. $8,747
======
</TABLE>
NOTE 11. SALE OF DIODE LASER PRODUCT LINE
The Company sold its diode laser product line for $375,000 in cash on June
30, 1995. The loss on sale of the product line was $891,000. In conjunction
with the sale, the Company also obtained a limited non-exclusive sublicense to
a solid state technology patent at a reduced royalty rate.
NOTE 12. GEOGRAPHIC AND INDUSTRY SEGMENT INFORMATION
Uniphase operates in two geographic regions: the United States and Europe.
The Company operates in a single industry segment, the design, manufacture and
sale of laser subsystems and laser based products. The following table shows
sales, operating income (loss) and other financial information by geographic
region:
<TABLE>
<CAPTION>
YEAR ENDED JUNE 30,
-------------------------
1993 1994 1995
------- ------- -------
(IN THOUSANDS)
<S> <C> <C> <C>
Net Sales:
United States--domestic............................ $18,639 $23,403 $29,456
United States--export.............................. 1,915 2,771 5,726
Europe............................................. 6,760 6,748 7,100
Intercompany (primarily to Europe)................. 5,516 5,370 5,466
Eliminations....................................... (5,516) (5,370) (5,466)
------- ------- -------
Total net sales.................................. $27,314 $32,922 $42,282
======= ======= =======
Operating Income (Loss):
United States...................................... $(1,072) $ 3,115 $ 276
Europe............................................. (193) 107 299
Eliminations....................................... (61) 25 6
------- ------- -------
Total operating income (loss).................... $(1,326) $ 3,247 $ 581
======= ======= =======
Identifiable Assets:
United States...................................... $ 9,277 $24,219 $28,785
Europe............................................. 2,508 1,995 3,125
------- ------- -------
Total assets..................................... $11,785 $26,214 $31,910
======= ======= =======
</TABLE>
F-15
<PAGE>
UNIPHASE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(INFORMATION AS OF MARCH 31, 1996 AND RELATING FOR THE
NINE-MONTH PERIODS ENDED MARCH 31, 1995 AND 1996 IS UNAUDITED)
Intercompany transfers represent products that are transferred between
geographic areas on a basis intended to reflect as nearly as possible the
market value of the products. Identifiable assets are those assets of the
Company that are identified with the operations of the corresponding
geographic area.
One laser subsystem customer accounted for 11%, 12% and 12% of the Company's
consolidated net sales in years ended June 30, 1993, 1994, and 1995,
respectively. In addition, another laser subsystem customer accounted for 10%
of the Company's consolidated net sales in both years ended June 30, 1993 and
1994.
NOTE 13. SUPPLEMENTAL CASH FLOW INFORMATION
<TABLE>
<CAPTION>
YEAR ENDED JUNE 30,
-------------------
1993 1994 1995
---- ---- ----
(IN THOUSANDS)
<S> <C> <C> <C>
Cash paid for interest.................................. $ 60 $ 28 $ 11
Cash paid for income taxes.............................. $ 12 $965 $1,213
Issuance of common stock for minority interest in
Ultrapointe............................................ $207 $ -- $ --
</TABLE>
NOTE 14. LITIGATION AND CONTINGENCIES
During fiscal 1994, the Company settled one of two remaining lawsuits
against the Company which had been filed by certain former employees. Due to
the settlement of this lawsuit at a cost which was less than anticipated and
the re-evaluation of the potential liability with respect to the remaining
outstanding lawsuit, the Company reversed $355,000 of accrued legal expense.
In addition, during fiscal 1994, it was determined that certain costs accrued
for in fiscal 1993, with respect to certain third party patents, would not
have to be paid. As a result of this determination, accrued expenses of
$300,000 were reversed in fiscal 1994 as a credit to selling, general and
administrative expenses.
In the ordinary course of business, various lawsuits and claims are filed
against the Company. While the outcome of these matters is currently not
determinable, management believes that the ultimate resolution of these
matters will not have a material adverse effect on the Company's financial
statements.
NOTE 15. EVENTS SUBSEQUENT TO JUNE 30, 1995 (UNAUDITED)
In October 1995, the Company received proceeds, net of related expenses, of
approximately $40,529,000 from a public offering of 2,990,000 shares of common
stock. In November 1995, the company issued an additional 665,568 shares of
common stock for a net purchase price of approximately $12,283,000 to Tencor
in a private placement in connection with the licensing arrangement entered
into with Tencor.
During fiscal 1996, two former employees commenced wrongful termination
actions against the Company. The Company believes these claims are without
merit and is vigorously defending them. Even if these claims are adjudicated
in favor of the plaintiffs, the Company does not believe that the ultimate
resolution of these matters will have a material adverse impact on the Company
or its operations.
On February 8, 1996, the Company acquired two properties in San Jose,
California, totaling 109,000 square feet, which includes land, buildings and
improvements, for an aggregate purchase price of approximately $11.0 million.
One of the properties is the Company's current principal facility occupied
under an operating lease which would have expired in August 1998. The Company
plans to expand into the additional building. The Company's principal sales,
marketing, technical support, administration, and research and development
operations as well as manufacturing operations for the argon laser and
Ultrapointe products will occupy these facilities. The Company plans to lease
any unused space.
F-16
<PAGE>
UNIPHASE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(INFORMATION AS OF MARCH 31, 1996 AND RELATING FOR THE
NINE-MONTH PERIODS ENDED MARCH 31, 1995 AND 1996 IS UNAUDITED)
On April 27, 1996, the Company's Board of Directors approved a two-for-one
split of its Common Stock (the "Stock Split") to be effected in the form of a
100% stock dividend, payable on June 3, 1996 to Stockholders of record on May
20, 1996. All prior period common stock and per share data in these financial
statements and the notes thereto have been adjusted to reflect the pending
Stock Split.
The Company has entered into a definitive stock purchase agreement with the
shareholders of FAS to acquire 100% of the outstanding shares of FAS and is
currently negotiating with the shareholders of GCA to acquire 100% of the
outstanding shares of GCA. The total purchase price is estimated to be
approximately $9.1 million which includes the proposed aggregate consideration
of $8.6 million for both GCA and FAS, payable through a combination of cash
and notes, and estimated direct transaction costs of approximately $500,000.
The same individual is currently the majority shareholder of both GCA and FAS.
Upon the closing of the proposed acquisition, the Company expects that an
estimated $4.5 million of the estimated total purchase price will be allocated
to in-process research and development and immediately charged to expense.
This amount is an estimate and is subject to change based on the completion of
an independent valuation which is currently in process. It is anticipated that
the remaining $4.6 million of the estimated total purchase price will be
allocated to specifically identifiable assets acquired and goodwill. It is
estimated that intangible assets acquired of $3.9 million (net of deferred tax
liability) will be amortized over a weighted average life of seven years.
In addition, in order to operate UFP as a division of UTP, management
believes it was necessary to cancel options to purchase UTP stock previously
granted to UTP employees and to grant replacement options to such employees to
purchase stock of the Company. The Company will incur compensation expense
totaling $4.4 million in connection with such option grants which were
effective on May 15, 1996. Of this total, $3.0 million, related to options
which have vested to date, will be charged to expense during the quarter
ending June 30, 1996 and the remaining $1.4 million will be charged to
expense over the remaining vesting period of three years.
F-17
<PAGE>
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
The Board of Directors
Uniphase Corporation
We have audited the accompanying combined balance sheets of GCA Fibreoptics
Ltd. and Fiberoptics Alignment Solutions, Inc. as of October 31, 1994 and
1995, and the related combined statements of operations and cash flows for the
years then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the combined financial position of GCA Fibreoptics
Ltd. and Fiberoptics Alignment Solutions, Inc. at October 31, 1994 and 1995,
and the combined results of their operations and their cash flows for the
years then ended, in conformity with generally accepted accounting principles.
ERNST & YOUNG LLP
San Jose, California
May 28, 1996
F-18
<PAGE>
GCA FIBREOPTICS LTD. AND FIBEROPTICS ALIGNMENT SOLUTIONS, INC.
COMBINED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<TABLE>
<CAPTION>
OCTOBER 31,
--------------
1994 1995
------ ------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents.................................... $ 81 $ 15
Accounts receivable, less allowance for doubtful accounts of
$26 at
October 31, 1994 and 1995................................... 897 676
Inventories.................................................. 570 815
Deferred income tax benefit.................................. 45 49
Other current assets......................................... 17 76
------ ------
Total current assets....................................... 1,610 1,631
Property, plant, and equipment, net............................ 405 942
Other assets................................................... 6 6
------ ------
Total assets............................................... $2,021 $2,579
====== ======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Notes payable to bank........................................ $ 324 $ 232
Accounts payable............................................. 575 792
Income taxes payable......................................... 66 93
Other accrued expenses....................................... 182 211
Current portion of long-term debt............................ 83 82
Current portion of capital lease obligations................. 10 80
------ ------
Total current liabilities.................................. 1,240 1,490
Long-term debt, less current portion........................... 277 190
Capital lease obligations, less current portion................ 22 146
Commitments
Shareholders' equity:
Common stock, FAS--$1.00 par value:
Authorized shares--1,000
Issued and outstanding shares--1,000 as of July 31, 1994 and
1995........................................................ 1 1
GCA--$0.0162 par value
Authorized shares--250,000
Issued and outstanding shares--101,000 as of October 31,
1994 and 1995............................................... 2 2
Additional paid-in capital................................... 253 303
Shareholder note receivable.................................. (1) (1)
Foreign currency translation adjustment...................... 3 (4)
Retained earnings............................................ 224 452
------ ------
Total shareholders' equity................................. 482 753
------ ------
Total liabilities and shareholders' equity................. $2,021 $2,579
====== ======
</TABLE>
See accompanying notes to combined financial statements
F-19
<PAGE>
GCA FIBREOPTICS LTD. AND FIBEROPTICS ALIGNMENT SOLUTIONS, INC.
COMBINED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
(IN THOUSANDS)
<TABLE>
<CAPTION>
YEARS ENDED
OCTOBER 31,
--------------
1994 1995
------ ------
<S> <C> <C>
Net sales....................................................... $3,468 $5,690
Cost of sales................................................... 1,961 3,471
------ ------
Gross profit.................................................. 1,507 2,219
Operating expenses:
Research and development...................................... 143 142
Selling, general, and administrative.......................... 1,164 1,680
------ ------
Total operating expenses........................................ 1,307 1,822
------ ------
Income from operations........................................ 200 397
Interest expense................................................ (42) (84)
------ ------
Net income before income taxes................................ 158 313
Income tax expense.............................................. 35 85
------ ------
Net income...................................................... 123 228
Beginning retained earnings..................................... 101 224
------ ------
Ending retained earnings........................................ $224 $452
====== ======
</TABLE>
See accompanying notes to combined financial statements.
F-20
<PAGE>
GCA FIBREOPTICS LTD. AND FIBEROPTICS ALIGNMENT SOLUTIONS, INC.
COMBINED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
YEARS ENDED
OCTOBER 31,
------------
1994 1995
----- -----
<S> <C> <C>
OPERATING ACTIVITIES
Net income...................................................... $ 123 $ 228
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization.................................. 123 311
Change in deferred income taxes, net........................... (31) (4)
Change in operating assets and liabilities:
Accounts receivable............................................ (273) 221
Inventories.................................................... (102) (245)
Other current assets........................................... -- (59)
Accounts payable, income taxes payable and other accrued
expenses...................................................... 183 273
----- -----
Net cash provided by operating activities.................... 23 725
INVESTING ACTIVITIES
Increase in other assets........................................ (6) --
Purchase of property, plant and equipment....................... (290) (573)
----- -----
Net cash used in investing activities........................ (296) (573)
FINANCING ACTIVITIES
Net payments under line of credit agreement..................... 61 (92)
Payments on long-term debt...................................... (78) (88)
Proceeds from issuance of long-term debt........................ 394 --
Principal payments on capital lease obligations................. (24) (31)
----- -----
Net cash provided by (used in) financing activities.......... 353 (211)
Effect of exchange rates on cash................................. 17 (7)
----- -----
Increase (decrease) in cash and cash equivalents................. 69 (66)
Cash and cash equivalents at beginning of period................. 12 81
----- -----
Cash and cash equivalents at end of period....................... $ 81 $ 15
===== =====
</TABLE>
See accompanying notes to combined financial statements.
F-21
<PAGE>
GCA FIBREOPTICS LTD. AND FIBEROPTICS ALIGNMENT SOLUTIONS, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS
NOTE 1. SIGNIFICANT ACCOUNTING POLICIES
Business Activities.
GCA Fibreoptics Ltd. ("GCA"), is a manufacturer of fiberoptic devices and
distributor of circuit projection components based in Witney, United Kingdom.
Fiberoptics Alignment Solutions, Inc. ("FAS") is a manufacturer and assembler
of fiberoptic components and provides services for a world-wide installed-base
of automated alignment and laser welding systems based in Batavia, Illinois.
Both GCA and FAS as a combined entity will be referred hereafter as "the
Company." Uniphase has entered into a definitive stock purchase agreement with
the shareholders of FAS to acquire 100% of the outstanding shares of FAS and
is currently negotiating with the shareholders of GCA to acquire 100% of the
outstanding shares of GCA.
Basis of Presentation.
The same individual is the majority shareholder of both GCA and FAS.
Therefore the presentation of the combined financial statements is similar to
the pooling-of-interests method of accounting. Accordingly the financial
statements of FAS as of July 31, 1994 and 1995 and its fiscal years then ended
have been combined with the financial statements of GCA as of October 31, 1994
and 1995 and for its fiscal years then ended. There were no significant events
for FAS in the periods from August 1, 1994 and 1995 to October 31, 1994 and
1995. All intercompany transactions have been eliminated from the combined
financial statements.
Cash and Cash Equivalents.
The Company considers all liquid investments with maturities of ninety days
or less when purchased to be cash equivalents.
Inventories.
Inventories are valued at the lower of cost (first-in, first-out method) or
market. The components of inventory consist of the following:
<TABLE>
<CAPTION>
OCTOBER 31,
---------------
1994 1995
------- -------
(IN THOUSANDS)
<S> <C> <C>
Finished goods................................................. $ 59 $ 62
Work in process................................................ 32 31
Raw materials and purchased parts.............................. 479 722
------- -------
$570 $815
======= =======
</TABLE>
Property, Plant and Equipment.
Property, plant and equipment are stated at cost. Depreciation is computed
under the straight-line method of accounting over the estimated useful lives
of the assets, which range from three to five years. Leasehold improvements
are amortized over the shorter of the estimated useful lives of the assets or
the term of the lease. The components of property, plant and equipment are as
follows:
F-22
<PAGE>
GCA FIBREOPTICS LTD. AND FIBEROPTICS ALIGNMENT SOLUTIONS, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
<TABLE>
<CAPTION>
OCTOBER 31,
--------------
1994 1995
--------------
(IN THOUSANDS)
<S> <C> <C>
Manufacturing equipment...................................... $ 309 $ 971
Furniture.................................................... 505 619
Leasehold improvements....................................... 32 38
------ -------
846 1,628
Less: accumulated depreciation and amortization.............. 441 686
------ -------
$405 $942
====== =======
</TABLE>
Concentration of Credit Risk.
The Company performs ongoing credit evaluations of its customers and does
not require collateral. The Company provides reserves for potential credit
losses, and such losses and yearly provisions have not been significant and
have been within management's expectations.
Foreign Currency Translation.
Assets and liabilities denominated in foreign currencies are translated
using the exchange rate on the balance sheet dates. Revenues and expenses are
translated using average rates of exchange prevailing during the year. The
translation adjustment resulting from this process is shown separately as a
component of shareholders' equity. Foreign currency transaction gains and
losses are not material and are included in the determination of net income.
Revenue Recognition.
Revenue from the sale of products is generally recognized upon shipment.
Income Taxes.
Income taxes are calculated under the provisions of Statement of Financial
Accounting Standards No. 109 (FAS 109), "Accounting for Income Taxes". Under
FAS 109, the liability method is used in accounting for income taxes which
includes the effects of temporary differences between financial and taxable
amounts of assets and liabilities.
Earnings per Share
Earnings per share information has been omitted because it will not provide
meaningful information of the combined company.
Impact of Recently Issued Accounting Standards.
In March 1995, the FASB issued Statement No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of,"
which requires impairment losses to be recorded on long-lived assets used in
operations when indicators of impairment are present and the undiscounted cash
flows estimated to be generated by those assets are less than the assets'
carrying amount. Statement 121 also addresses the accounting for long-lived
assets that are expected to be disposed of. The Company will adopt Statement
121 in the first quarter of the fiscal year 1996 and, based on current
circumstances, does not believe the effect of adoption will be material.
F-23
<PAGE>
GCA FIBREOPTICS LTD. AND FIBEROPTICS ALIGNMENT SOLUTIONS, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
NOTE 2. COMMITMENTS
The Company's manufacturing and office space in the United Kingdom and the
United States are under leases expiring at various dates from July 1999 to
December 2013. The Company has the option of terminating one of the lease
agreements on December 25, 2003 upon six months written notification. The
Company also
leases office equipment under noncancelable operating leases expiring at
various dates from October 1996 to February 2000. The Company leases certain
equipment under capital leases. Total capitalized costs included in property,
plant and equipment was $29,000 and $311,000 as of October 31, 1994 and 1995,
respectively. The related accumulated depreciation as of October 31, 1994 and
1995 was $8,000 and $55,000, respectively.
The future minimum commitments under capital and operating leases are as
follows:
<TABLE>
<CAPTION>
CAPITAL OPERATING
LEASES LEASES
------- ---------
(IN THOUSANDS)
<S> <C> <C>
1996.......................................................... $96 $114
1997.......................................................... 92 110
1998.......................................................... 63 108
1999.......................................................... 19 106
2000.......................................................... -- 73
Thereafter.................................................... -- 229
---- ----
Total minimum lease payments.................................. 270 $740
====
Less: amounts representing interest........................... 44
----
$226
====
</TABLE>
Rental expense for the years ended October 31, 1994 and 1995 was $74,000 and
$94,000, respectively.
NOTE 3. LINE OF CREDIT.
GCA maintains approximately $1,500,000 revolving line of credit agreement.
Advances under the line of credit bear interest at 2% above the bank's prime
rate (8.75% at October 31, 1995) and are secured by all UK accounts receivable.
As of October 31, 1995 the outstanding balance was $232,000.
NOTE 4. LONG-TERM DEBT.
In March 1994, GCA entered into a Small Firm Guaranteed Loan ("SFG Loan").
The loan is repayable in 60 equal monthly installments and is guaranteed by
substantially all the assets of GCA totaling $2,266,000 at April 31, 1996.
Interest payable on the loan is prime plus 2%. The balance outstanding as of
October 31, 1994 and 1995 was $345,000 and $262,000, respectively.
Future principal payments on long-term debt, consisting primarily of the SFG
Loan are as follows:
<TABLE>
<CAPTION>
(IN THOUSANDS)
<S> <C>
1996............................................................. $ 82
1997............................................................. 82
1998............................................................. 76
1999............................................................. 32
----
$272
====
</TABLE>
F-24
<PAGE>
GCA FIBREOPTICS LTD. AND FIBEROPTICS ALIGNMENT SOLUTIONS, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
NOTE 5. INCOME TAXES
The provision for income taxes consists of the following:
<TABLE>
<CAPTION>
YEAR ENDED
OCTOBER 31,
-----------------
1994 1995
------- -------
(IN THOUSANDS)
<S> <C> <C>
Federal:
Current..................................................... $ -- $ 9
State:
Current..................................................... -- 4
Foreign:
Current..................................................... 66 76
Deferred.................................................... (31) (4)
------- -------
Income tax expense $ 35 $ 85
======= =======
</TABLE>
A reconciliation of the income tax expense at the federal statutory rate to
the income tax expense at the effective tax rate is as follows:
<TABLE>
<CAPTION>
YEAR ENDED
OCTOBER 31,
----------------
1994 1995
------- -------
(IN THOUSANDS)
<S> <C> <C>
Income taxes computed at federal statutory rate................ $ 59 $ 112
Foreign income taxes at a rate less than the federal rate...... (26) (18)
Other.......................................................... 2 (9)
------ -------
Total.......................................................... $ 35 $ 85
====== =======
</TABLE>
The components of deferred taxes consist of the following:
<TABLE>
<CAPTION>
YEAR ENDED
OCTOBER 31,
----------------
1994 1995
------- -------
(IN THOUSANDS)
<S> <C> <C>
Deferred tax assets:
Inventory reserve............................................ $ 17 $ 28
Depreciation................................................. 11 4
Accrued rent................................................. 17 17
------- -------
Total deferred tax assets..................................... $ 45 $ 49
======= =======
</TABLE>
The Company believes that deferred tax assets are more likely than not to be
realized from the Company's ongoing operations.
F-25
<PAGE>
GCA FIBREOPTICS LTD. AND FIBEROPTICS ALIGNMENT SOLUTIONS, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
NOTE 6. GEOGRAPHICAL AND INDUSTRY SEGMENT INFORMATION
The Company operates in two geographical regions: the United States and
Europe. The Company operates in a single industry segment, the design,
manufacture and sale of fiberoptic components. The following table shows
sales, operating income, and identifiable assets.
<TABLE>
<CAPTION>
YEARS ENDED
OCTOBER 31,
----------------
1994 1995
------- -------
(IN THOUSANDS)
<S> <C> <C>
Net Sales:
United States--domestic...................................... $ -- $ 710
United States--exports....................................... -- 277
Europe....................................................... 3,468 4,922
Eliminations................................................. -- (219)
------- -------
Total net sales............................................. $ 3,468 $ 5,690
======= =======
Operating Income (loss):
United States................................................ $ (5) $ 64
Europe....................................................... 205 333
Eliminations................................................. -- --
------- -------
Total operating income...................................... $ 200 $ 397
======= =======
Identifiable Assets:
United States................................................ $ 71 $ 313
Europe....................................................... 1,950 2,266
------- -------
Total assets................................................ $ 2,021 $ 2,579
======= =======
</TABLE>
Intercompany transfers represent products that are transferred between
geographic areas on a basis intended to reflect as nearly as possible the
market value of the products. Identifiable assets are those assets of the
Company that are identified with the operations of the corresponding
geographic area.
One customer accounted for 11% of combined net sales in the year ended
October 31, 1995. No customers accounted for more than 10% of combined net
sales in the year ended October 31, 1994.
NOTE 7. SUPPLEMENTAL CASH FLOW INFORMATION
<TABLE>
<CAPTION>
YEAR ENDED
JUNE 30,
-----------
1994 1995
----- -----
<S> <C> <C>
Interest paid during the year...................................... $ 43 $ 84
Non-cash transactions
Assets acquired through capital leases............................ $ 27 $ 225
Stocks issued in exchange for assets contributed.................. $ -- $ 50
</TABLE>
NOTE 8. STOCK OPTION AGREEMENT
As of October 31, 1994, Company has reserved 50,000 shares of common stock
for future issuance to a minority shareholder. As of October 31, 1994 10,000
options were granted at an exercise price of $3.60. No options had been
exercised and the outstanding options expired in March 1995.
F-26
<PAGE>
GCA FIBREOPTICS LTD. AND FIBEROPTICS ALIGNMENT SOLUTIONS, INC.
COMBINED BALANCE SHEETS (UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<TABLE>
<CAPTION>
APRIL 30,
1996
---------
<S> <C>
ASSETS
Current assets:
Cash and cash equivalents.......................................... $ 28
Accounts receivable, less allowance for doubtful accounts of $26 at
April 30, 1996.................................................... 779
Inventories........................................................ 1,064
Other current assets............................................... 123
------
Total current assets............................................. 1,994
Property, plant and equipment, net................................... 886
Other assets......................................................... 3
------
Total assets..................................................... $2,883
======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Notes payable to bank.............................................. $ 451
Accounts payable................................................... 973
Income taxes payable............................................... 109
Other accrued expenses............................................. 246
Current portion of long-term debt and lease obligations............ 82
Current portion of lease obligations............................... 79
------
Total current liabilities........................................ 1,940
Long-term debt, less current portion................................. 159
Capital lease obligations, less current portion...................... 96
Shareholders' equity:
Common stock....................................................... 3
Additional paid-in capital......................................... 304
Notes receivable from shareholders................................. (1)
Retained earnings.................................................. 382
------
Total shareholders' equity....................................... 688
------
Total liabilities and shareholders' equity....................... $2,883
======
</TABLE>
See accompanying notes to combined financial statements.
F-27
<PAGE>
GCA FIBREOPTICS LTD. AND FIBEROPTICS ALIGNMENT SOLUTIONS, INC.
COMBINED STATEMENTS OF OPERATIONS (UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
APRIL 30,
------------------
1995 1996
-------- --------
<S> <C> <C>
Net sales.................................................. $3,078 $ 2,909
Cost of sales.............................................. 1,790 2,048
-------- --------
Gross profit............................................. 1,288 861
Operating expenses:
Research and development................................. 84 80
Selling, general, and administrative..................... 859 753
-------- --------
Total operating expenses............................... 943 833
-------- --------
Income from operations..................................... 345 28
Interest expense........................................... (44) (42)
-------- --------
Net income (loss) before income taxes...................... 301 (14)
Income tax expense....................................... 70 28
-------- --------
Net income (loss).......................................... $ 231 $ (42)
======== ========
</TABLE>
See accompanying notes to combined financial statements.
F-28
<PAGE>
GCA FIBREOPTICS LTD. AND FIBEROPTICS ALIGNMENT SOLUTIONS, INC.
COMBINED STATEMENTS OF CASH FLOWS (UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
APRIL 30,
------------------
1995 1996
-------- --------
<S> <C> <C>
OPERATING ACTIVITIES
Net income............................................... 231 (42)
Adjustments to reconcile net income to cash provided by
operating activities:
Depreciation and amortization.......................... 146 162
Change in deferred taxes, net.......................... 3 7
Change in operating assets and liabilities:
Accounts receivable.................................... (403) (103)
Inventories............................................ (112) (249)
Other current assets................................... (115) (54)
Accounts payable, income taxes payable and other
accrued expenses...................................... 314 232
-------- --------
Net cash provided by operating activities............ (64) (47)
INVESTING ACTIVITIES
Purchase of property, plant and equipment................ (495) (106)
-------- --------
Net cash used in investing activities................ (495) (106)
FINANCING ACTIVITIES
Net borrowings under line of credit agreement............ 404 219
Payments on long-term debt............................... (31) (31)
Principal payments on capital lease obligations.......... (3) (51)
-------- --------
Net cash provided by financing activities............ 370 137
Effect of exchange rates on cash........................... 6 29
-------- --------
Increase (decrease) in cash and cash equivalents........... (55) 13
Cash and cash equivalents at beginning of period........... 81 15
-------- --------
Cash and cash equivalents at end of period................. 26 28
======== ========
Supplemental disclosures of noncash activities
Assets acquired through capital leases................... 80 --
Stock issued in exchange for assets contributed.......... 50 --
</TABLE>
See accompanying notes to combined financial statements.
F-29
<PAGE>
GCA FIBREOPTICS LTD. AND FIBEROPTICS ALIGNMENT SOLUTIONS, INC.
NOTES TO INTERIM FINANCIAL STATEMENTS (UNAUDITED)
FOR THE SIX MONTHS ENDED APRIL 30, 1996 AND 1995
NOTE 1.
BASIS OF PRESENTATION.
The accompanying financial statements have been prepared in accordance with
generally accepted accounting principles for interim financial information and
with rules 10-01 of Regulation S-X. Accordingly, they do not include all of
the footnote information required by generally accepted accounting principles
for annual financial statements. In the opinion of management, all adjustments
(consisting of normal recurring adjustments) necessary for a fair presentation
of financial condition and results of operations have been included. Detailed
footnote information for the periods are not presented. The results of
operations for the six months ended April 30, 1996 are not necessarily
indicative of the results of operations to be expected for the full year
ending July 31, 1996.
The same individual is the majority shareholder of both GCA and FAS.
Therefore, the presentation of the combined financial statements is in a
similar manner to the pooling-of-interests method of accounting. Accordingly
the financial statements of FAS as of January 31, 1996 and the six month
periods then ended, have been combined with the financial statements of GCA as
of April 30, 1996 and the six month periods then ended. All intercompany
transactions have been eliminated from the combined financial statements.
NOTE 2.
INVENTORIES.
Inventory consists of the following:
<TABLE>
<CAPTION>
APRIL 30, 1996
--------------
(IN THOUSANDS)
<S> <C>
Finished goods............................................. $ 71
Work in process............................................ 36
Raw materials and purchased parts.......................... 957
------
$1,064
======
</TABLE>
NOTE 3.
LINE OF CREDIT.
In November 1995, FAS agreed to a $150,000 revolving line of credit
agreement. Advances under the line of credit bear interest at 2% above the
bank's prime rate (10.25% at April 30, 1996) and are secured by all
receivables, inventory, property, plant and equipment, and any cash and non-
cash proceeds of any of the foregoing items. Under the terms of the agreement,
the Company is required to maintain certain debt to tangible net worth ratios
and net cash flow related to the long-term debt. The agreement has been
guaranteed by two significant shareholders of the Company. As of April 30,
1996 the outstanding balance was $140,000.
F-30
<PAGE>
===============================================================================
No dealer, sales representative, or any other person has been authorized to
give any information or to make any representations in connection with this
offering other than those contained in this Prospectus, and, if given or made,
such information or representations must not be relied upon as having been
authorized by the Company or the Underwriters. This Prospectus does not
constitute an offer to sell or a solicitation of any offer to buy any
securities other than the shares of Common Stock to which it relates or an
offer to, or a solicitation of, any person in any jurisdiction where such an
offer or solicitation would be unlawful. Neither the delivery of this
Prospectus nor any sale made hereunder shall, under any circumstances create an
implication that there has been no change in the affairs of the Company or that
information contained herein is correct as of any time subsequent to the date
hereof.
-------------------
TABLE OF CONTENTS
-------------------
<TABLE>
<CAPTION>
Page
----
<S> <C>
Available Information..................................................... 2
Incorporation of Certain Documents by Reference........................... 2
Prospectus Summary........................................................ 3
Risk Factors.............................................................. 5
Recent Developments....................................................... 13
Use of Proceeds........................................................... 13
Price Range of Common Stock............................................... 14
Dividend Policy........................................................... 14
Capitalization............................................................ 15
Selected Consolidated Financial Data...................................... 16
Unaudited Combined Pro Forma
Financial Information.................................................... 17
Management's Discussion and Analysis of Financial Condition and Results of
Operations............................................................... 20
Business.................................................................. 28
Management................................................................ 42
Principal Stockholders.................................................... 44
Underwriting.............................................................. 45
Legal Matters............................................................. 46
Experts................................................................... 46
Index to Financial Statements............................................. F-1
</TABLE>
================================================================================
================================================================================
2,000,000 SHARES
[UNIPHASE LOGO]
COMMON STOCK
----------------
PROSPECTUS
----------------
MONTGOMERY SECURITIES
ALEX. BROWN & SONS
INCORPORATED
UNTERBERG HARRIS
JOSEPHTHAL, LYON & ROSS
INCORPORATED
May , 1996
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable by the Company in connection
with the sale of Common Stock being registered. All amounts are estimates
except the SEC registration fee, NASD filing fee and Nasdaq listing fee.
<TABLE>
<CAPTION>
AMOUNT TO BE PAID
-----------------
<S> <C>
SEC registration fee.................................... $ 24,884
NASD filing fee......................................... 7,716
Nasdaq listing fee...................................... 17,500
Printing expenses....................................... 100,000
Legal fees and expenses................................. 100,000
Accounting fees and expenses............................ 180,000
Blue Sky fees and expenses.............................. 10,000
Transfer agent fees..................................... 10,000
Miscellaneous expenses.................................. 99,900
--------
Total................................................. $550,000
========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The indemnification and liability of the Company's directors and officers are
governed by Delaware law.
Under Section 145 of the General Corporation Law of the State of Delaware,
the Registrant has broad powers to indemnify its directors and officers against
liabilities that may incur in such capacities, including liabilities under the
Securities Act of 1933, as amended (the "Securities Act"). The Registrant's
Bylaws also provide for mandatory indemnification of its directors and
executive officers, and permissive indemnification of its employees and agents,
to the fullest extent permissible under Delaware law.
The Registrant's Certificate of Incorporation provides that the liability of
its directors for monetary damages shall be eliminated to the fullest extent
permissible under Delaware law. Pursuant to Delaware law, this includes
elimination of liability for monetary damages for breach of the directors'
fiduciary duty of care to the Registrant and its stockholders. These provisions
do not eliminate the directors' duty of care and, in appropriate circumstances,
equitable remedies such as injunctive or other forms of non-monetary relief
will remain available under Delaware law. In addition, each director will
continue to be subject to liability for breach of the director's duty of
loyalty to the Registrant, for acts of omissions not in good faith or involving
intentional misconduct, for knowing violations of law, for any transaction from
which the director derived an improper personal benefit, and for payment of
dividends or approval of stock repurchases or redemptions that are unlawful
under Delaware law. The provision also does not affect a director's
responsibilities under any other laws, such as the federal securities laws or
state or federal environmental laws.
The Registrant has entered into agreements with its directors and certain of
its executive officers that require the Registrant to indemnify such persons
against expenses, judgments, fines, settlements and other amounts actually and
reasonably incurred (including expenses of a derivative action) in connection
with any proceeding, whether actual or threatened, to which any such person may
be made a party by reason of the fact that such person is or was a director or
officer of the Registrant or any of its affiliated enterprises, provided such
person acted in good faith and in a manner such person reasonably believed to
be in or not opposed to the best interests of the Registrant and, with respect
to any criminal proceeding, had no reasonable cause to believe his or her
conduct was unlawful. The indemnification agreement also sets forth certain
procedures that will apply in the event of a claim for indemnification
thereunder.
II-1
<PAGE>
The Registrant has obtained a policy of directors' and officers' liability
insurance that insures the Company's directors and officers against the cost
of defense, settlement or payment of a judgment under certain circumstances.
The Underwriting Agreement provides for cross-indemnification of the
Underwriters and the Registrant and its officers and directors for certain
liabilities arising under the Securities Act or otherwise.
ITEM 16. EXHIBITS
(a) Exhibits
<TABLE>
<CAPTION>
NO. DESCRIPTION
--- -----------
<C> <S>
1.1 Form of Underwriting Agreement
2.1 Purchase and Sale Agreement between Registrant and Tasman-Sterling
Associates, a California general partnership, dated January 30, 1996
(incorporated by reference to the
indicated exhibit to the Company's Current Report on Form 8-K filed
February 22, 1996)
2.2* Form of Stock Purchase Agreement between Registrant, Fiberoptic
Alignment Solutions, Inc., an Illinois corporation ("FAS"), Uniphase
Telecommunications Products, Inc., a Delaware corporation, and the
shareholders of FAS named therein.
2.3* Form of Agreement between Registrant and GCA Fibreptics Limited for the
Sale and Purchase of the Entire Issued Share Capital of GCA Fibreoptics
Limited
5.1 Opinion of Morrison & Foerster LLP
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Counsel (included in Exhibit 5.1)
24.1 Power of Attorney (see page II-3)
</TABLE>
- -------
* To be filed by amendment.
ITEM 17. UNDERTAKINGS
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 foregoing provisions, or otherwise, the Registrant
has been advised 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 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 matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of
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,
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 pursuant to 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, 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.
(3) For the purpose of determining liability under the Securities Act,
each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the Registration Statement 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-2
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS
ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED, IN THE CITY OF SAN JOSE, STATE OF CALIFORNIA, ON
THE 30TH DAY OF MAY, 1996.
Uniphase Corporation
By: /s/ Kevin N. Kalkhoven
---------------------------------
KEVIN N. KALKHOVEN
PRESIDENT, CHIEF EXECUTIVE OFFICER
AND ACTING CHAIRMAN OF THE BOARD
OF DIRECTORS
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, THAT EACH PERSON WHOSE SIGNATURE APPEARS
BELOW CONSTITUTES AND APPOINTS KEVIN N. KALKHOVEN AND DAN E. PETTIT, AND EACH
OF THEM, HIS ATTORNEYS-IN-FACT, EACH WITH THE POWER OF SUBSTITUTION, FOR HIM
AND IN HIS NAME, PLACE AND STEAD, IN ANY AND ALL CAPACITIES, TO SIGN ANY AND
ALL AMENDMENTS (INCLUDING POST-EFFECTIVE AMENDMENTS) TO THIS REGISTRATION
STATEMENT, AND TO SIGN ANY REGISTRATION STATEMENT FOR THE SAME OFFERING
COVERED BY THIS REGISTRATION STATEMENT THAT IS TO BE EFFECTIVE UPON FILING
PURSUANT TO RULE 462(B) PROMULGATED UNDER THE SECURITIES ACT OF 1933, AND ALL
POST-EFFECTIVE AMENDMENTS THERETO, AND TO FILE THE SAME, WITH ALL EXHIBITS
THERETO AND ALL DOCUMENTS IN CONNECTION THEREWITH, WITH THE SECURITIES AND
EXCHANGE COMMISSION, GRANTING UNTO SAID ATTORNEYS-IN-FACT AND AGENTS, AND EACH
OF THEM, FULL POWER AND AUTHORITY TO DO AND PERFORM EACH AND EVERY ACT AND
THING REQUISITE AND NECESSARY TO BE DONE IN AND ABOUT THE PREMISES, AS FULLY
TO ALL INTENTS AND PURPOSES AS HE MIGHT OR COULD DO IN PERSON, HEREBY
RATIFYING AND CONFIRMING THAT ALL SUCH ATTORNEYS-IN-FACT AND AGENTS OR ANY OF
THEM, OR HIS SUBSTITUTE OR SUBSTITUTES, MAY LAWFULLY DO OR CAUSE TO BE DONE BY
VIRTUE HEREOF.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED:
SIGNATURE TITLE DATE
/s/ Kevin Kalkhoven President, Chief May 30, 1996
- ------------------------------------- Executive Officer
KEVIN N. KALKHOVEN and Acting Chairman
of the Board of
Directors
(Principal
Executive Officer)
/s/ Dan E. Pettit Vice President, May 30, 1996
- ------------------------------------- Finance, Chief
DAN E. PETTIT Financial Officer
and Secretary
(Principal
Financial and
Accounting Officer)
Director May 30, 1996
- -------------------------------------
WILLIAM B. BRIDGES, PH.D.
II-3
<PAGE>
SIGNATURE TITLE DATE
/s/ Robert C. Fink Director May 30, 1996
- -------------------------------------
ROBERT C. FINK
/s/ Catherine P. Goodrich Director May 30, 1996
- -------------------------------------
CATHERINE P. GOODRICH
/s/ Stephen C. Johnson Director May 30, 1996
- -------------------------------------
STEPHEN C. JOHNSON
/s/ Anthony R. Muller Director May 30, 1996
- -------------------------------------
ANTHONY R. MULLER
Director May 30, 1996
- -------------------------------------
WILSON SIBBETT, PH.D.
II-4
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBITS PAGE
------- -------- ------------
<C> <S> <C>
1.1 Form of Underwriting Agreement
2.1 Purchase and Sale Agreement between Registrant and
Tasman-Sterling Associates, a California general
partnership, dated January 30, 1996 (incorporated by
reference to the indicated exhibit to the Company's
Current Report on Form 8-K filed February 22, 1996)
2.2* Form of Stock Purchase Agreement between Registrant,
Fiberoptic Alignment Solutions, Inc., an Illinois
corporation ("FAS"), Uniphase Telecommunications
Products, Inc., a Delaware corporation, and the
shareholders of FAS named therein
2.3* Form of Agreement between Registrant and GCA
Fibreoptics Limited for the Sale and Purchase of the
entire issued share capital of GCA Fibreoptics Limited
as of May 24, 1996
5.1 Opinion of Morrison & Foerster LLP
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Counsel (included in Exhibit 5.1)
24.1 Power of Attorney (see page II-3)
</TABLE>
- --------
* To be filed by amendment.
<PAGE>
EXHIBIT 1.1
2,000,000 Shares
Uniphase Corporation
Common Stock
UNDERWRITING AGREEMENT
----------------------
June __, 1996
MONTGOMERY SECURITIES
ALEX. BROWN & SONS INCORPORATED
UNTERBERG HARRIS
JOSEPHTHAL, LYON & ROSS INCORPORATED
c/o MONTGOMERY SECURITIES
600 Montgomery Street
San Francisco, California 94111
Ladies and Gentlemen:
SECTION 1
INTRODUCTORY
------------
Uniphase Corporation, a Delaware corporation (the "Company"), proposes to
issue and sell 2,000,000 shares of its authorized but unissued Common Stock,
$0.001 par value (the "Common Stock"), to Montgomery Securities, Alex. Brown &
Sons Incorporated, Unterberg Harris and Josephthal, Lyon & Ross Incorporated,
severally (the "Underwriters"). Said aggregate of 2,000,000 shares are herein
called the "Firm Common Shares." In addition, the Company proposes to grant to
the Underwriters an option to purchase up to 300,000 additional shares of Common
Stock (the "Optional Common Shares"), as provided in Section 4 hereof. The Firm
Common Shares and, to the extent such option is exercised, the Optional Common
Shares are hereinafter collectively referred to as the "Common Shares."
You have advised the Company that the Underwriters propose to make a public
offering of their respective portions of the Common Shares on the effective date
of the registration statement hereinafter referred to, or as soon thereafter as
in your judgment is advisable.
The Company hereby confirms its agreements with respect to the purchase of
the Common Shares by the Underwriters as follows:
SECTION 2
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
---------------------------------------------
The Company represents and warrants to the several Underwriters that:
(a) A registration statement on Form S-3 (File No. 333-_____) with respect
to the Common Shares has been prepared by the Company in conformity with the
requirements of the Securities Act of 1933, as amended (the "Act"), and the
<PAGE>
rules and regulations (the "Rules and Regulations") of the Securities and
Exchange Commission (the "Commission") thereunder, and has been filed with the
Commission. The Company has prepared and has filed or proposes to file prior to
the effective date of such registration statement an amendment or amendments to
such registration statement, which amendment or amendments have been or will be
similarly prepared. There have been delivered to you two signed copies of such
registration statement and amendments, together with two copies of each exhibit
filed therewith. Conformed copies of such registration statement and amendments
(but without exhibits) and of the related preliminary prospectus have been
delivered to you in such reasonable quantities as you have requested for each of
the Underwriters. The Company will next file with the Commission one of the
following: (i) prior to effectiveness of such registration statement, a further
amendment thereto, including the form of final prospectus, or (ii) a final
prospectus in accordance with Rules 430A and 424(b) of the Rules and
Regulations. As filed, such amendment and form of final prospectus, or such
final prospectus, shall include all Rule 430A Information and, except to the
extent that you shall agree in writing to a modification, shall be in all
substantive respects in the form furnished to you prior to the date and time
that this Agreement was executed and delivered by the parties hereto, or, to the
extent not completed at such date and time, shall contain only such specific
additional information and other changes (beyond that contained in the latest
Preliminary Prospectus) as the Company shall have previously advised you in
writing would be included or made therein.
The term "Registration Statement" as used in this Agreement shall mean such
registration statement at the time such registration statement becomes effective
and, in the event any post-effective amendment thereto becomes effective prior
to the First Closing Date (as hereinafter defined), shall also mean such
registration statement as so amended; provided, however, that such term shall
also include (i) all Rule 430A Information deemed to be included in such
registration statement at the time such registration statement becomes effective
as provided by Rule 430A of the Rules and Regulations and (ii) a registration
statement, if any, filed pursuant to Rule 462(b) of the Rules and Regulations
relating to the Common Shares. The term "Preliminary Prospectus" shall mean any
preliminary prospectus referred to in the preceding paragraph and any
preliminary prospectus included in the Registration Statement at the time it
becomes effective that omits Rule 430A Information. The term "Prospectus" as
used in this Agreement shall mean the prospectus relating to the Common Shares
in the form in which it is first filed with the Commission pursuant to Rule
424(b) of the Rules and Regulations or, if no filing pursuant to Rule 424(b) of
the Rules and Regulations is required, shall mean the form of final prospectus
included in the Registration Statement at the time such registration statement
becomes effective. The term "Rule 430A Information" means information with
respect to the Common Shares and the offering thereof permitted to be omitted
from the Registration Statement when it becomes effective pursuant to Rule 430A
of the Rules and Regulations. Any reference herein to the Registration
Statement or to any Preliminary Prospectus or the Prospectus shall be deemed to
refer to and include the documents incorporated by reference therein pursuant to
Form S-3 under the Act, as of the date of such Registration Statement,
Preliminary Prospectus or Prospectus, as the case may be.
(b) The Commission has not issued any order preventing or suspending the
use of any Preliminary Prospectus, and each Preliminary Prospectus has conformed
in all material respects to the requirements of the Act and the Rules and
Regulations and, as of its date, has not included any untrue statement of a
material fact or omitted to state a material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; and at the time the Registration Statement becomes
effective, and at all times subsequent thereto up to and including each Closing
Date hereinafter mentioned, the Registration Statement and the Prospectus, and
any amendments or supplements thereto, will contain all material statements and
information required to be included therein by the Act and the Rules and
Regulations and will in all material respects conform to the requirements of the
Act and the Rules and Regulations, and neither the Registration Statement nor
the Prospectus, nor any amendment or supplement thereto, will include any untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading;
provided, however, no representation or warranty contained in this subsection
2(b) shall be applicable to information contained in or omitted from any
Preliminary Prospectus, the Registration Statement, the Prospectus or any such
amendment or supplement in reliance upon and in conformity with written
information furnished to the Company by or on behalf of any Underwriter
specifically for use in the preparation thereof. The documents incorporated by
reference in the Prospectus, when they were filed with the Commission, conformed
in all material respects to the requirements of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and the rules and regulations of the
Commission thereunder, and none of such documents contained an untrue statement
of a material fact or omitted to state a material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.
-2-
<PAGE>
(c) The Company does not own or control, directly or indirectly, any
corporation, association or other entity other than the subsidiaries listed in
Exhibit 22 to the Annual Report on Form 10-K for the Company's most recent
fiscal year which is incorporated by reference in the Prospectus. The Company
and each of its subsidiaries have been duly incorporated and are validly
existing as corporations in good standing under the laws of their respective
jurisdictions of incorporation, with full power and authority (corporate and
other) to own and lease their properties and conduct their respective businesses
as described in the Prospectus; the Company owns all of the outstanding capital
stock of its subsidiaries free and clear of all claims, liens, charges and
encumbrances; the Company and each of its subsidiaries are in possession of and
operating in compliance with all authorizations, licenses, permits, consents,
certificates and orders material to the conduct of their respective businesses,
all of which are valid and in full force and effect; the Company and each of its
subsidiaries are duly qualified to do business and in good standing as foreign
corporations in each jurisdiction in which the ownership or leasing of
properties or the conduct of their respective businesses requires such
qualification, except for jurisdictions in which the failure to so qualify would
not have a material adverse effect upon the Company or the subsidiary; and no
proceeding has been instituted in any such jurisdiction, revoking, limiting or
curtailing, or seeking to revoke, limit or curtail, such power and authority or
qualification.
(d) The Company has an authorized and outstanding capital stock as set
forth under the heading "Capitalization" in the Prospectus; the issued and
outstanding shares of Common Stock have been duly authorized and validly issued,
are fully paid and nonassessable, are duly listed for quotation in the Nasdaq
National Market, have been issued in compliance with all federal and state
securities laws, were not issued in violation of or subject to any preemp tive
rights or other rights to subscribe for or purchase securities, and conform to
the description thereof contained in the Prospectus. All issued and outstanding
shares of capital stock of each subsidiary of the Company have been duly
authorized and validly issued and are fully paid and nonassessable. Except as
disclosed in or contemplated by the Prospectus and the financial statements of
the Company, and the related notes thereto, included in the Prospectus, neither
the Company nor any subsidiary has outstanding any options to purchase, or any
preemptive rights or other rights to subscribe for or to purchase, any
securities or obligations convertible into, or any contracts or commitments to
issue or sell, shares of its capital stock or any such options, rights,
convertible securities or obligations. The description of the Company's stock
option, stock bonus and other stock plans or arrangements, and the options or
other rights granted and exercised thereunder, set forth in the Prospectus
accurately and fairly presents the information required to be shown with respect
to such plans, arrangements, options and rights.
(e) The Common Shares to be sold by the Company have been duly authorized
and, when issued, delivered and paid for in the manner set forth in this
Agreement, will be duly authorized, validly issued, fully paid and
nonassessable, and will conform to the description thereof contained in the
Prospectus. No preemptive rights or other rights to subscribe for or purchase
Common Shares exist with respect to the issuance and sale of the Common Shares
by the Company pursuant to this Agreement. No stockholder of the Company has
any right which has not been waived to require the Company to register the sale
of any shares owned by such stockholder under the Act in the public offering
contemplated by this Agreement. No further approval or authority of the
stockholders or the Board of Directors of the Company will be required for the
issuance and sale of the Common Shares to be sold by the Company as contemplated
herein.
(f) The Company has full legal right, power and authority to enter into
this Agreement and perform the transactions contemplated hereby. This Agreement
has been duly authorized, executed and delivered by the Company and constitutes
a valid and binding obligation of the Company in accordance with its terms. The
making and performance of this Agreement by the Company and the consummation of
the transactions herein contemplated will not violate any provisions of the
certificate of incorporation or bylaws, or other organizational documents, of
the Company or any of its subsidiaries, and will not conflict with, result in
the breach or violation of, or constitute, either by itself or upon notice or
the passage of time or both, a default under any agreement, mortgage, deed of
trust, lease, franchise, license, indenture, permit or other instrument to which
the Company or any of its subsidiaries is a party or by which the Company or any
of its subsidiaries or any of its respective properties may be bound or
affected, any statute or any authorization, judgment, decree, order, rule or
regulation of any court or any regulatory body, administrative agency or other
governmental body applicable to the Company or any of its subsidiaries or any of
their respective properties. No consent, approval, authorization or other order
of any court, regulatory body, administrative agency or other governmental body
is required for the execution and delivery of this Agreement or the consummation
of the transactions contemplated by this Agreement, except for compliance with
the Act, the Blue Sky laws
-3-
<PAGE>
applicable to the public offering of the Common Shares by the several
Underwriters and the clearance of such offering with the National Association of
Securities Dealers, Inc. (the "NASD").
(g) Ernst & Young, LLP, who have expressed their opinion with respect to
the financial statements and schedules filed with the Commission as a part of
the Registration Statement and included in the Prospectus and in the
Registration Statement, are independent accountants as required by the Act and
the Rules and Regulations.
(h) The consolidated financial statements and schedules of the Company and
its subsidiaries, and the related notes thereto, included in the Registration
Statement and the Prospectus present fairly the financial position of the
Company and its subsidiaries as of the respective dates of such financial
statements and schedules, and the results of operations and changes in financial
position of the Company and its subsidiaries for the respective periods covered
thereby. Such statements, schedules and related notes have been prepared in
accordance with generally accepted accounting principles applied on a consistent
basis as certified by the independent accountants named in subsection 2(g). No
other financial statements or schedules are required to be included in or
incorporated by reference in the Registration Statement. The selected financial
data set forth in the Prospectus under the captions "Capitalization" and
"Selected Consolidated Financial Data" fairly present the information set forth
therein on the basis stated in the Registration Statement.
(i) Except as to defaults which individually or in the aggregate would not
be material to the Company and its subsidiaries taken as a whole, neither the
Company nor any of its subsidiaries is in violation or default of any provision
of its certificate of incorporation or bylaws, or other organizational
documents, or is in breach of or default with respect to any provision of any
agreement, judgment, decree, order, mortgage, deed of trust, lease, franchise,
license, indenture, permit or other instrument to which it is a party or by
which it or any of its properties are bound; and there does not exist any state
of facts which constitutes an event of default on the part of the Company or any
such subsidiary as defined in such documents or which, with notice or lapse of
time or both, would constitute such an event of default.
(j) There are no contracts or other documents required to be described in
the Registration Statement or to be filed or incorporated by reference as
exhibits to the Registration Statement by the Act or by the Rules and
Regulations which have not been described or filed as required. The contracts
so described in the Prospectus are in full force and effect on the date hereof;
and neither the Company nor any of its subsidiaries, nor to the best of the
Company's knowledge, any other party is in breach of or default under any of
such contracts.
(k) Except as disclosed in the Prospectus, there are no legal or
governmental actions, suits or proceedings pending or, to the best of the
Company's knowledge, threatened to which the Company or any of its subsidiaries
is or may be a party or of which property owned or leased by the Company or any
of its subsidiaries is or may be the subject, or related to environmental or
discrimination matters, which actions, suits or proceedings might, individually
or in the aggregate, prevent or adversely affect the transactions contemplated
by this Agreement or result in a material adverse change in the condition
(financial or otherwise), properties, business, results of operations or
prospects of the Company and its subsidiaries taken as a whole; and no labor
disturbance by the employees of the Company or any of its subsidiaries exists or
is imminent which might be expected to affect adversely such condition,
properties, business, results of operations or prospects. Neither the Company
nor any of its subsidiaries is a party or subject to the provisions of any
material injunction, judgment, decree or order of any court, regulatory body,
administrative agency or other governmental body.
(l) The Company or the applicable subsidiary has good and marketable title
to all the properties and assets reflected as owned in the financial statements
hereinabove described (or elsewhere in the Prospectus), subject to no lien,
mortgage, pledge, charge or encumbrance of any kind except (i) those, if any,
reflected in such financial statements (or elsewhere in the Prospectus), or (ii)
those which are not material in amount and do not adversely affect the use made
and proposed to be made of such property by the Company and its subsidiaries.
The Company or the applicable subsidiary holds its leased properties under valid
and binding leases, with such exceptions as are not materially significant in
relation to the business of the Company and its subsidiaries taken as a whole.
Except as disclosed in the Prospectus, the Company owns or leases all such
properties as are necessary to its operations as now conducted or as proposed to
be conducted.
(m) Since the respective dates as of which information is given in the
Registration Statement and Prospectus: (i) the Company and its subsidiaries have
not incurred any material liabilities or obligations, indirect, direct or
contingent, or
-4-
<PAGE>
entered into any material verbal or written agreement or other transaction which
is not in the ordinary course of business or which could result in a material
reduction in the future earnings of the Company and its subsidiaries; (ii) the
Company and its subsidiaries have not sustained any material loss or
interference with their respective businesses or properties from fire, flood,
windstorm, accident or other calamity, whether or not covered by insurance;
(iii) the Company has not paid or declared any dividends or other distributions
with respect to its capital stock and the Company and its subsidiaries are not
in default in the payment of principal or interest on any outstanding debt
obligations; (iv) there has not been any change in the capital stock (other than
upon the sale of the Common Shares hereunder and upon the exercise of options
described in the Registration Statement) or indebtedness material to the Company
and its subsidiaries (other than in the ordinary course of business); and (v)
there has not been any material adverse change in the condition (financial or
otherwise), business, properties, results of operations or prospects of the
Company and its subsidiaries taken as a whole.
(n) The Company and its subsidiaries have sufficient trademarks, trade
names, patent rights, mask works, copyrights, licenses, approvals and
governmental authorizations to conduct their businesses as now conducted; and
the Company has no knowledge of any material infringement by it or its
subsidiaries of trademark, trade name rights, patent rights, mask works,
copyrights, licenses, trade secret or other similar rights of others, and there
is no claim being made against the Company or its subsidiaries regarding
trademark, trade name, patent, mask work, copyright, license, trade secret or
other infringement which could have a material adverse effect on the condition
(financial or otherwise), business, results of operations or prospects of the
Company and its subsidiaries taken as a whole.
(o) The Company has not been advised, and has no reason to believe, that
either it or any of its subsidiaries is not conducting business in compliance
with all applicable laws, rules and regulations of the jurisdictions in which it
is conducting business, including, without limitation, all applicable local,
state and federal environmental laws and regulations; except where failure to be
so in compliance would not materially adversely affect the condition (financial
or otherwise), business, results of operations or prospects of the Company and
its subsidiaries taken as a whole.
(p) The Company and its subsidiaries have filed all necessary federal,
state and foreign income and franchise tax returns and have paid all taxes shown
as due thereon; and the Company has no knowledge of any tax deficiency which has
been or might be asserted or threatened against the Company or its subsidiaries
which could materially and adversely affect the business, operations or
properties of the Company and its subsidiaries taken as a whole.
(q) The Company is not an "investment company" within the meaning of the
Investment Company Act of 1940, as amended.
(r) The Company has not distributed and will not distribute prior to the
First Closing Date any offering material in connection with the offering and
sale of the Common Shares other than the Preliminary Prospectus, the Prospectus,
the Registration Statement and the other materials permitted by the Act.
(s) Each of the Company and its subsidiaries maintains insurance of the
types and in the amounts generally deemed adequate for its business, including,
but not limited to, insurance covering real and personal property owned or
leased by the Company and its subsidiaries against theft, damage, destruction,
acts of vandalism and all other risks customarily insured against, all of which
insurance is in full force and effect.
(t) Neither the Company nor any of its subsidiaries has at any time during
the last five years (i) made any unlawful contribution to any candidate for
foreign office, or failed to disclose fully any contribution in violation of
law, or (ii) made any payment to any federal or state governmental officer or
official, or other person charged with similar public or quasi-public duties,
other than payments required or permitted by the laws of the United States of
any jurisdiction thereof.
(u) The Company has not taken and will not take, directly or indirectly,
any action designed to or that might be reasonably expected to cause or result
in stabilization or manipulation of the price of the Common Stock to facilitate
the sale or resale of the Common Shares.
(v) The Company has satisfied the conditions for use of Form S-3, as set
forth in the General Instructions thereto, with respect to the Registration
Statement.
-5-
<PAGE>
SECTION 3
REPRESENTATIONS AND WARRANTIES OF THE UNDERWRITERS
--------------------------------------------------
The several Underwriters represent and warrant to the Company that the
information set forth (i) on the cover page of the Prospectus with respect to
price, underwriting discounts and commissions and terms of offering and (ii) in
the table under "Underwriting" in the Prospectus and in the first and fifth
paragraphs under such table, was furnished to the Company by and on behalf of
the Underwriters for use in connection with the preparation of the Registration
Statement and the Prospectus and is correct in all material respects.
SECTION 4
PURCHASE, SALE AND DELIVERY OF COMMON SHARES
--------------------------------------------
On the basis of the representations, warranties and agreements herein
contained, but subject to the terms and conditions herein set forth, the Company
agrees to issue and sell to the Underwriters 2,000,000 of the Firm Common
Shares. The Underwriters agree, severally and not jointly, to purchase from the
Company the number of Firm Common Shares described below. The purchase price
per share to be paid by the several Underwriters to the Company shall be $_____
per share.
The obligation of each Underwriter to the Company shall be to purchase from
the Company that number of full shares which (as nearly as practicable, as
determined by you) bears to 2,000,000 the same proportion as the number of
shares set forth opposite the name of such Underwriter in Schedule A hereto
----------
bears to the total number of Firm Common Shares.
Delivery of certificates for the Firm Common Shares to be purchased by the
Underwriters and payment therefor shall be made at the offices of Montgomery
Securities, 600 Montgomery Street, San Francisco, California (or such other
place as may be agreed upon by the Company and the Underwriters) at such time
and date (which shall be a business day), not later than the third (or, if the
Firm Common Shares are priced as contemplated by Rule 15c6-1(c) of the Exchange
Act, after 4:30 p.m. Washington, D.C. time, the fourth) full business day
following the first date that any of the Common Shares are released by you for
sale to the public, as you shall designate by at least 48 hours prior notice to
the Company (or at such other time and date, not later than one week after such
third or fourth, as the case may be, full business day as may be agreed upon by
the Company and the Underwriters) (the "First Closing Date"); provided, however,
that if the Prospectus is at any time prior to the First Closing Date
recirculated to the public, the First Closing Date shall occur upon the later of
the third or fourth, as the case may be, full business day following the first
date that any of the Common Shares are released by you for sale to the public or
the date that is 48 hours after the date that the Prospectus has been so
recirculated.
Delivery of certificates for the Firm Common Shares shall be made by or on
behalf of the Company to you, for the respective accounts of the Underwriters
against payment by you, for the accounts of the several Underwriters, of the
purchase price therefor by certified or official bank checks payable in clearing
house next day funds to the order of the Company. The Company agrees to
instruct the bank at which the check is deposited that the funds are not to be
made available to the Company (nor transferred from the account of the
Underwriters) prior to the first business day following the First Closing Date.
In this regard, the Company agrees not to deposit any such check in the bank on
which it is drawn earlier than the first business day following the First
Closing Date, and further agrees not to take any other action with the purpose
or effect of receiving immediately available funds or earning interest on such
funds until the first business day following the First Closing Date. In the
event of any breach of the foregoing, the Company shall reimburse the
Underwriters for the interest lost and any other expenses borne by the
Underwriters by reason of such breach. The certificates for the Firm Common
Shares shall be registered in such names and denominations as you shall have
requested at least two full business days prior to the First Closing Date, and
shall be made available for checking and packaging on the business day preceding
the First Closing Date at a location in New York, New York, as may be designated
by you. Time shall be of the essence, and delivery at the time and place
specified in this Agreement is a further condition to the obligations of the
Underwriters.
-6-
<PAGE>
In addition, on the basis of the representations, warranties and
agreements herein contained, but subject to the terms and conditions herein set
forth, the Company hereby grants an option to the several Underwriters to
purchase, severally and not jointly, up to an aggregate of 300,000 Optional
Common Shares at the purchase price per share to be paid for the Firm Common
Shares, for use solely in covering any over-allotments made by you for the
account of the Underwriters in the sale and distribution of the Firm Common
Shares. The option granted hereunder may be exercised at any time (but not more
than once) within 30 days after the first date that any of the Common Shares are
released by you for sale to the public, upon notice by you to the Company
setting forth the aggregate number of Optional Common Shares as to which the
Underwriters are exercising the option, the names and denominations in which the
certificates for such shares are to be registered and the time, date (which
shall be a business day) and place at which such certificates will be delivered.
Such time of delivery (which may not be earlier than the First Closing Date),
being herein referred to as the "Second Closing Date," shall be determined by
you, but if at any time other than the First Closing Date shall not be earlier
than three full business days after delivery of such notice of exercise. The
number of Optional Common Shares to be purchased by each Underwriter shall be
determined by multiplying the number of Optional Common Shares to be sold by the
Company pursuant to such notice of exercise by a fraction, the numerator of
which is the number of Firm Common Shares to be purchased by such Underwriter as
set forth opposite its name in Schedule A and the denominator of which is
----------
2,000,000 (subject to such adjustments to eliminate any fractional share
purchases as you in your discretion may make). Certificates for the Optional
Common Shares will be made available for checking and packaging on the business
day preceding the Second Closing Date at a location in New York, New York, as
may be designated by you. The manner of payment for and delivery of the Optional
Common Shares shall be the same as for the Firm Common Shares as specified in
the two preceding paragraphs. At any time before lapse of the option, you may
cancel such option by giving written notice of such cancellation to the Company.
If the option is cancelled or expires unexercised in whole or in part, the
Company will deregister under the Act the number of Optional Common Shares as to
which the option has not been exercised.
Subject to the terms and conditions hereof, the Underwriters propose to
make a public offering of their respective portions of the Common Shares as soon
after the effective date of the Registration Statement as in the judgment of the
Underwriters is advisable and at the public offering price set forth on the
cover page of and on the terms set forth in the Prospectus.
SECTION 5
COVENANTS OF THE COMPANY
------------------------
The Company covenants and agrees that:
(a) The Company will use its best efforts to cause the Registration
Statement and any amendment thereof, if not effective at the time and date that
this Agreement is executed and delivered by the parties hereto, to become
effective. If the Registration Statement has become or becomes effective
pursuant to Rule 430A of the Rules and Regulations, or the filing of the
Prospectus is otherwise required under Rule 424(b) of the Rules and Regulations,
the Company will file the Prospectus, properly completed, pursuant to the
applicable paragraph of Rule 424(b) of the Rules and Regulations within the time
period prescribed and will provide evidence satisfactory to you of such timely
filing. The Company will promptly advise you in writing (i) of the receipt of
any comments of the Commission, (ii) of any request of the Commission for
amendment of or supplement to the Registration Statement (either before or after
it becomes effective), any Preliminary Prospectus or the Prospectus or for
additional information, (iii) when the Registration Statement shall have become
effective and (iv) of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement or of the institution
of any proceedings for that purpose. If the Commission shall enter any such
stop order at any time, the Company will use its best efforts to obtain the
lifting of such order at the earliest possible moment. The Company will not
file any amendment or supplement to the Registration Statement (either before or
after it becomes effective), any Preliminary Prospectus or the Prospectus of
which you have not been furnished with a copy a reasonable time prior to such
filing or to which you reasonably object or which is not in compliance with the
Act and the Rules and Regulations.
(b) The Company will prepare and file with the Commission, promptly upon
your request, a registration statement pursuant to Rule 462(b) of the Rules and
Regulations related to the Common Shares and any amendments or
-7-
<PAGE>
supplements to the Registration Statement or the Prospectus which in your
judgment may be necessary or advisable to enable the several Underwriters to
continue the distribution of the Common Shares and will use its best efforts to
cause the same to become effective as promptly as possible. The Company will
fully and completely comply with the provisions of Rule 430A of the Rules and
Regulations with respect to information omitted from the Registration Statement
in reliance upon such Rule.
(c) If at any time within the nine-month period referred to in Section
10(a)(3) of the Act during which a prospectus relating to the Common Shares is
required to be delivered under the Act any event occurs, as a result of which
the Prospectus, including any amendments or supplements, would include an untrue
statement of a material fact, or omit to state any material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, or if it is necessary
at any time to amend the Prospectus, including any amendments or supplements, to
comply with the Act or the Rules and Regulations, the Company will promptly
advise you thereof and will promptly prepare and file with the Commission, at
its own expense, an amendment or supplement which will correct such statement or
omission or an amendment or supplement which will effect such compliance and
will use its best efforts to cause the same to become effective as soon as
possible; and, in case any Underwriter is required to deliver a prospectus after
such nine-month period, the Company upon request, but at the expense of such
Underwriter, will promptly prepare such amendment or amendments to the
Registration Statement and such Prospectus or Prospectuses as may be necessary
to permit compliance with the requirements of Section 10(a)(3) of the Act.
(d) As soon as practicable, but not later than 45 days after the end of
the first quarter ending after one year following the "effective date of the
Registration Statement" (as defined in Rule 158(c) of the Rules and
Regulations), the Company will make generally available to its security holders
an earnings statement (which need not be audited) covering a period of 12
consecutive months beginning after the effective date of the Registration
Statement which will satisfy the provisions of the last paragraph of Section
11(a) of the Act.
(e) During such period as a prospectus is required by law to be delivered
in connection with sales by an Underwriter or dealer, the Company, at its
expense, but only for the nine-month period referred to in Section 10(a) (3) of
the Act, will furnish to you or mail to your order copies of the Registration
Statement, the Prospectus, and all amendments and supplements to any such
documents in each case as soon as available and in such quantities as you may
request, for the purposes contemplated by the Act.
(f) The Company shall cooperate with you and your counsel in order to
qualify or register the Common Shares for sale under (or obtain exemptions from
the application of) the Blue Sky laws of such jurisdictions as you designate,
will comply with such laws and will continue such qualifications, registrations
and exemptions in effect so long as reasonably required for the distribution of
the Common Shares, but in no event shall such obligation continue beyond the
first anniversary of this Agreement. The Company shall not be required to
qualify as a foreign corporation or to file a general consent to service of
process in any such jurisdiction where it is not presently qualified or where it
would be subject to taxation as a foreign corporation. The Company will advise
you promptly of the suspension of the qualification or registration of (or any
such exemption relating to) the Common Shares for offering, sale or trading in
any jurisdiction or any initiation or threat of any proceeding for any such
purpose, and in the event of the issuance of any order suspending such
qualification, registration or exemption, the Company, with your cooperation,
will use its best efforts to obtain the withdrawal thereof.
(g) During the period of five years hereafter, the Company will furnish to
each of the Underwriters: (i) as soon as practicable after the end of each
fiscal year, copies of the Annual Report of the Company containing the balance
sheet of the Company as of the close of such fiscal year and statements of
income, stockholders' equity and cash flows for the year then ended and the
opinion thereon of the Company's independent public accountants; (ii) as soon as
practicable after the filing thereof, copies of each proxy statement, Annual
Report on Form 10-K, Quarterly Report on Form 10-Q, Report on Form 8-K or other
report filed by the Company with the Commission, the NASD or any securities
exchange; and (iii) as soon as available, copies of any report or communication
of the Company mailed generally to holders of its Common Stock.
(h) During the period of 90 days after the first date that any of the
Common Shares are released by you for sale to the public, without the prior
written consent of Montgomery Securities (which consent may be withheld at the
sole discretion of Montgomery Securities), the Company will not (other than
pursuant to the Company's Employee Stock Purchase
-8-
<PAGE>
Plan or pursuant to options under the Company's Amended and Restated 1993
Flexible Stock Incentive Plan, the description of each of which is incorporated
by reference in the Prospectus) issue, offer, sell, grant options to purchase or
otherwise dispose of any of the Company's equity securities or any other
securities convertible into or exercisable with the Company's Common Stock or
other equity securities.
(i) The Company will apply the net proceeds of the sale of the Common
Shares sold by it substantially in accordance with its statements under the
caption "Use of Proceeds" in the Prospectus.
You may, in your sole discretion, waive in writing the performance by the
Company of any one or more of the foregoing covenants or extend the time for
their performance.
SECTION 6
PAYMENT OF EXPENSES
-------------------
Whether or not the transactions contemplated hereunder are consummated or
this Agreement becomes effective or is terminated, the Company agrees to pay all
costs, fees and expenses incurred in connection with the performance of its
obligations hereunder and in connection with the transactions contemplated
hereby, including without limiting the generality of the foregoing, (i) all
expenses incident to the issuance and delivery of the Common Shares (including
all printing and engraving costs), (ii) all fees and expenses of the registrar
and transfer agent of the Common Stock, (iii) all necessary issue, transfer and
other stamp taxes in connection with the issuance and sale of the Common Shares
to the Underwriters, (iv) all fees and expenses of the Company's counsel and the
Company's independent accountants, (v) all costs and expenses incurred in
connection with the preparation, printing, filing, shipping and distribution of
the Registration Statement, each Preliminary Prospectus and the Prospectus
(including all exhibits and financial statements) and all amendments and
supplements provided for herein, any registration statement filed pursuant to
Rule 462(b) of the Rules and Regulations related to the Common Shares, this
Agreement, the Agreement Among Underwriters, the Selected Dealers Agreement, the
Underwriters' Questionnaire, the Underwriters' Power of Attorney and the Blue
Sky memorandum, (vi) all filing fees, attorneys' fees and expenses incurred by
the Company or the Underwriters in connection with qualifying or registering (or
obtaining exemptions from the qualification or registration of) all or any part
of the Common Shares for offer and sale under the state or Canadian Blue Sky
laws, (vii) the filing fee of the National Association of Securities Dealers,
Inc., and (viii) all other fees, costs and expenses referred to in Item 14 of
the Registration Statement. Except as provided in this Section 6, Section 8 and
Section 10 hereof, the Underwriters shall pay all of their own expenses,
including the fees and disbursements of their counsel (excluding those relating
to qualification, registration or exemption under the Blue Sky laws and the Blue
Sky memorandum referred to above).
SECTION 7
CONDITIONS OF THE OBLIGATIONS OF THE UNDERWRITERS
-------------------------------------------------
The obligations of the several Underwriters to purchase and pay for the
Firm Common Shares on the First Closing Date and the Optional Common Shares on
the Second Closing Date shall be subject to the accuracy of the representations
and warranties on the part of the Company herein set forth as of the date hereof
and as of the First Closing Date or the Second Closing Date, as the case may be,
to the accuracy of the statements of Company officers made pursuant to the
provisions hereof, to the performance by the Company of its obligations
hereunder, and to the following additional conditions:
(a) The Registration Statement shall have become effective not later than
5:00 p.m.(or, in the case of a registration statement filed pursuant to Rule
462(b) of the Rules and Regulations relating to the Common Shares, not later
than 10:00 p.m.), Washington, D.C. Time, on the date of this Agreement, or at
such later time as shall have been consented to by you; if the filing of the
Prospectus, or any supplement thereto, is required pursuant to Rule 424(b) of
the Rules and Regulations, the Prospectus shall have been filed in the manner
and within the time period required by Rule 424(b) of the Rules and Regulations;
and prior to such Closing Date, no stop order suspending the effectiveness of
the Registration
-9-
<PAGE>
Statement shall have been issued and no proceedings for that purpose shall have
been instituted or shall be pending or, to the knowledge of the Company or you,
shall be contemplated by the Commission; and any request of the Commission for
inclusion of additional information in the Registration Statement, or otherwise,
shall have been complied with to your satisfaction.
(b) You shall be satisfied that since the respective dates as of which
information is given in the Registration Statement and Prospectus, (i) there
shall not have been any change in the capital stock other than pursuant to the
exercise of outstanding options disclosed in the Prospectus of the Company or
any of its subsidiaries or any material change in the indebtedness (other than
in the ordinary course of business) of the Company and its subsidiaries taken as
a whole, (ii) except as set forth or contemplated by the Registration Statement
or the Prospectus, no material verbal or written agreement or other transaction
shall have been entered into by the Company or any of its subsidiaries, which is
not in the ordinary course of business or which could result in a material
reduction in the future earnings of the Company and its subsidiaries taken as a
whole, (iii) no loss or damage (whether or not insured) to the property of the
Company or any of its subsidiaries shall have been sustained which materially
and adversely affects the condition (financial or otherwise), business, results
of operations or prospects of the Company and its subsidiaries taken as a whole,
(iv) no legal or governmental action, suit or proceeding affecting the Company
or any of its subsidiaries which is material to the Company and its subsidiaries
taken as a whole or which affects or may affect the transactions contem plated
by this Agreement shall have been instituted or threatened and (v) there shall
not have been any material change in the condition (financial or otherwise),
business, management, results of operations or prospects of the Company and its
subsidiaries taken as a whole which makes it impractical or inadvisable in the
judgment of the Underwriters to proceed with the public offering or purchase the
Common Shares as contemplated hereby.
(c) There shall have been furnished to you on each Closing Date, in form
and substance satisfactory to you, except as otherwise expressly provided below:
(i) An opinion of Morrison & Foerster, counsel for the Company,
addressed to the Underwriters and dated the First Closing Date, or the Second
Closing Date, as the case may be, to the effect that:
(1) Each of the Company, Ultrapointe Corporation and
Uniphase Telecommunications Products, Inc. ("UTP") (collectively, the
"Subsidiaries") has been duly incorporated and is validly existing as
a corporation in good standing under the laws of its jurisdiction of
incorporation, is duly qualified to do business as a foreign
corporation and is in good standing in all other jurisdictions where
the ownership or leasing of properties or the conduct of its business
requires such qualification, except for jurisdictions in which the
failure to so qualify would not have a material adverse effect on the
Company and its subsidiaries taken as a whole, and has full corporate
power and authority to own its properties and conduct its business as
described in the Registration Statement;
(2) The authorized, issued and outstanding capital stock
of the Company is as set forth under the caption "Capitalization" in
the Prospectus; all necessary and proper corporate proceedings have
been taken in order to authorize validly such authorized Common Stock;
all outstanding shares of Common Stock (including the Firm Common
Shares and any Optional Common Shares) have been duly and validly
issued, are fully paid and nonassessable, were not issued in violation
of or subject to any preemptive rights or, to the best of such
counsel's knowledge, other rights to subscribe for or purchase any
securities, and all such shares conform to the description thereof
contained in the Prospectus; without limiting the foregoing, there are
no preemptive or other rights to subscribe for or purchase any of the
Common Shares to be sold by the Company hereunder;
(3) All of the issued and outstanding shares of each of
the Subsidiaries have been duly and validly authorized and issued, are
fully paid and nonassessable and, except as set forth in the
Registration Statement, are owned beneficially by the Company free and
clear of all liens, encumbrances, equities, claims, security
interests, voting trusts or other defects of title whatsoever;
(4) The certificates evidencing the Common Shares to be
delivered hereunder are in due and proper form under Delaware law, and
when duly countersigned by the Company's transfer
-10-
<PAGE>
agent and registrar, and delivered to you or upon your order against
payment of the agreed consideration therefor in accordance with the
provisions of this Agreement, the Common Shares represented thereby
will be duly authorized and validly issued, fully paid and
nonassessable, to the best of such counsel's knowledge will not have
been issued in violation of or subject to any preemptive rights or
other rights of holders of the Company's capital stock to subscribe
for or purchase securities and will conform in all respects to the
description thereof contained in the Prospectus;
(5) Except as disclosed in or specifically contemplated
by the Prospectus, to the best of such counsel's knowledge, there are
no outstanding options, warrants or other rights calling for the
issuance of, and no commitments, plans or arrangements to issue, any
shares of capital stock of the Company or any security convertible
into or exchangeable for capital stock of the Company;
(6) (a) The Registration Statement has become effective
under the Act, and, to the best of such counsel's knowledge, no stop
order suspending the effectiveness of the Registration Statement or
preventing the use of the Prospectus has been issued and no
proceedings for that purpose have been instituted or are pending or
contemplated by the Commission; any required filing of the Prospectus
and any supplement thereto pursuant to Rule 424(b) of the Rules and
Regulations has been made in the manner and within the time period
required by such Rule 424(b);
(b) The Registration Statement, the Prospectus and
each amendment or supplement thereto (except for the financial
statements and schedules included therein as to which such counsel
need express no opinion) comply as to form in all material respects
with the requirements of the Act and the Rules and Regulations.
(c) To the best of such counsel's knowledge, there
are no franchises, leases, contracts, agreements or documents of a
character required to be disclosed in the Registration Statement or
Prospectus or to be filed as exhibits to the Registration Statement
which are not disclosed or filed, as required; and
(d) To the best of such counsel's knowledge, there
are no legal or governmental actions, suits or proceedings pending or
threatened against the Company which are required to be described in
the Prospectus which are not described as required.
(7) The Company has full corporate right, power and
authority to enter into this Agreement and to sell and deliver the
Common Shares to be sold by it to the several Underwriters; this
Agreement has been duly and validly authorized by all necessary
corporate action by the Company, has been duly and validly executed
and delivered by and on behalf of the Company, and is a valid and
binding agreement of the Company in accordance with its terms, except
as enforceability may be limited by general equitable principles,
bankruptcy, insolvency, reorganization, moratorium or other laws
affecting creditors' rights generally and except as to those
provisions relating to indemnity or contribution for liabilities
arising under the Act as to which no opinion need be expressed; and no
approval, authorization, order, consent, registration, filing,
qualification, license or permit of or with any court, regulatory,
administrative or other governmental body is required for the
execution and delivery of this Agreement by the Company or the
consummation of the transactions contemplated by this Agreement,
except such as have been obtained and are in full force and effect
under the Act and such as may be required under applicable Blue Sky
laws in connection with the purchase and distribution of the Common
Shares by the Underwriters and the clearance of such offering with the
NASD;
(8) The execution and performance of this Agreement and
the consummation of the transactions herein contemplated will not
conflict with, result in the breach of, or constitute, either by
itself or upon notice or the passage of time or both, a default under,
any agreement, mortgage, deed of trust, lease, franchise, license,
indenture, permit or other instrument known to such counsel to which
the Company or any of its subsidiaries is a party or by which the
Company or any of its subsidiaries or any of
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<PAGE>
its or their property may be bound or affected which is material to
the Company and its subsidiaries taken as a whole, or violate any of
the provisions of the certificate of incorporation or bylaws, or other
organizational documents, of the Company or any of its subsidiaries
or, so far as is known to such counsel, violate any statute, judgment,
decree, order, rule or regulation of any court or governmental body
having jurisdiction over the Company or any of its subsidiaries or any
of its or their property;
(9) Neither the Company nor any Subsidiary is in violation
of its certificate of incorporation or bylaws, or other organizational
documents, or to the best of such counsel's knowledge, in breach of or
default with respect to any provision of any agreement, mortgage, deed
of trust, lease, franchise, license, indenture, permit or other
instrument known to such counsel to which the Company or any such
Subsidiary is a party or by which it or any of its properties may be
bound or affected, except where such default would not materially
adversely affect the Company and its subsidiaries taken as a whole.
(10) To the best of such counsel's knowledge, no holders
of securities of the Company have rights which have not been waived to
the registration of shares of Common Stock or other securities,
because of the filing of the Registration Statement by the Company or
the offering contemplated hereby;
(11) The Company has satisfied the conditions for use of
Form S-3, as set forth in the General Instructions thereto, with
respect to the Registration Statement; and
(12) No transfer taxes are required to be paid in
connection with the sale and delivery of the Common Shares to the
Underwriters hereunder.
(13) Such counsel represented the Company with respect to
its acquisition of UTP from United Technologies Corporation in May
1995 and has continued to represent the Company in those matters
relating to intellectual property, including patents, trade secrets
and trademark matters relating to UTP.
(14) Such counsel is familiar with the technology used by
the Company in its UTP operations (the "UTP Operations") and the
manner of its use and has read the portions of the Registration
Statement and the Prospectus entitled "Risk Factors - Conflicting
Patents and Other Intellectual Property Rights of Third Parties;
Potential Infringement Claims", "Risk Factors - Limited Protection of
Intellectual Property", "Business - Patents and Proprietary Rights",
and other portions which reference intellectual property matters (the
"Intellectual Property Portion");
(15) The statements in the Intellectual Property Portion
regarding the Company's patent applications and patents licensed to
it, insofar as they relate to the UTP Operations, are, on such
counsel's information and belief, accurate. Such portion, on such
counsel's information and belief, fairly summarizes the legal matters,
documents and proceedings relating thereto;
(16) Such counsel has reviewed the issued patents and
pending patent applications related to the UTP Operations filed in the
United States, and based upon such review and discussions with Company
personnel, such counsel is aware of no valid United States patent that
is or would be infringed by the activities of the Company in the
manufacture, use or sale of any existing or proposed product of UTP as
described in the Prospectus and made or used according to such patents
and applications;
(17) Such counsel is not aware of any judicial proceedings
pending relating to patents or proprietary information to which the
Company is a party or of which any property of the Company is subject,
and insofar as such counsel is aware there are no judicial proceedings
relating to patents or proprietary information that are threatened by
governmental authorities or others;
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<PAGE>
(18) Insofar as such counsel is aware, the Company owns or
possesses sufficient licenses or other rights to use all patents,
trade secrets, technology and know-how necessary to conduct the UTP
Operations now being conducted by the Company as described in the
Prospectus; and
(19) Such counsel is not aware of any pending or active
threatened action, suit, proceeding or claim by others that the
Company is infringing or otherwise violating any patents of others and
such counsel is not aware of any claimed or suspected ownership rights
of third parties to any of the Company's applications licensed patents
or licenses which in such counsel's judgment could affect materially
the use thereof by the Company; and such counsel is not aware of any
pending or threatened action, suit, proceeding or claim by others
challenging the validity or scope of the applications or patents
licensed to the Company.
In rendering such opinion, such counsel may rely as to matters of
local law, on opinions of local counsel, and as to matters of fact, on
certificates of officers of the Company and of governmental officials, in which
case their opinion is to state that they are so doing and that the Underwriters
are justified in relying on such opinions or certificates and copies of said
opinions or certificates are to be attached to the opinion. Such counsel shall
also include a statement to the effect that nothing has come to such counsel's
attention that would lead such counsel to believe that either at the effective
date of the Registration Statement or at the applicable Closing Date the
Registration Statement or the Prospectus, or any such amendment or supplement,
contains any untrue statement of a material fact or omits to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading;
(ii) Opinions of counsel, which counsel shall be reasonably
satisfactory to the Underwriters, concerning Uniphase Ltd., a corporation
organized under the laws of the United Kingdom, and Uniphase-Vertriebs
GmbH, a corporation organized under the laws of Germany, addressed to the
Underwriters and dated the First Closing Date, or the Second Closing Date,
as the case may be, such opinions to be in form and substance satisfactory
to Wilson, Sonsini, Goodrich & Rosati, Professional Corporation, counsel to
the Underwriters.
(iii) An opinion of Skjerven, Morrill, MacPherson, Frank &
Friel, patent counsel to the Company, addressed to the Underwriters and
dated the First Closing Date, or the Second Closing Date, as the case may
be, to the effect that:
(1) Based on such counsel's preparation of [10] patent
applications which have been filed and certain other patent
applications which are currently being prepared but which have not
been filed, all of which relate to laser imaging systems for defect
review of semiconductor wafers (hereafter the "Ultrapointe Systems")
and discussions with Company personnel, such counsel is not aware of
any United States patent which would be infringed by the activities of
the Company in the manufacture, use or sale of the Ultrapointe
Systems;
(2) Such counsel is aware of no pending judicial
proceedings or litigation against Ultrapointe Corporation or the
Company involving one or more patents relating to the Ultrapointe
Systems;
(3) Such counsel has no knowledge of any pending or
threatened action, suit, proceeding or claim by others claiming that
the Company is infringing any patents of third parties; and
(4) No facts have come to such counsel's attention which
lead such counsel to believe that the Prospectus contains an untrue
statement of a material fact or omits to state a material fact
required to be stated therein or necessary to make the statements
therein not misleading. Such counsel's analysis of the Prospectus can
be limited to the sections entitled "Patents and Proprietary Rights,"
"Conflicting Patents and Other Intellectual Property Rights of Third
Parties; Potential Infringement Claims" and "Limited Protection of
Intellectual Property."
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<PAGE>
(iv) An opinion of Flehr, Hohbach, Test, Albritton & Herbert,
addressed to the Underwriters and dated the First Closing Date, or the
Second Closing Date, as the case may be, to the effect that:
(1) Such counsel represents the Company in those matters
relating to intellectual property, including patents, trade secrets
and certain trademark matters, referred to it by the Company. All of
these matters have related to lasers, and such counsel's opinion may
be limited to those matters referred to such counsel by the Company;
(2) Such counsel has read the portions of the Registration
Statement and the Prospectus entitled "Risk Factors - Conflicting
Patents and Other Intellectual Property Rights of Third Parties;
Potential Infringement Claims", "Risk Factors - Limited Protection of
Intellectual Property", "Business - Patents and Proprietary Rights",
and other portions which reference intellectual property matters (the
"Intellectual Property Portion");
(3) The statements in the Intellectual Property Portion
regarding the Company's patent applications and patents licensed to it
are, on information and belief of such counsel, accurate. Such
portion, on information and belief of such counsel, fairly summarizes
the legal matters, documents and proceedings relating thereto;
(4) Such counsel has reviewed the Company's [one] patent
application filed in the United States of which such counsel is aware,
and based upon such review, a review of the prior art references made
known to such counsel and discussions with Company personnel, such
counsel is aware of no valid United States patent that is or would be
infringed by the activities of the Company in the manufacture, use or
sale of any existing or proposed product as described in the
Prospectus and made or used according to the application;
(5) Such counsel is not aware of any judicial proceedings
pending relating to patents or proprietary information to which the
Company is a party or of which any property of the Company is subject,
and insofar as such counsel is aware there are no judicial proceedings
relating to patents or proprietary information that are threatened by
governmental authorities or others;
(6) Insofar as such counsel is aware, the Company owns or
possesses sufficient licenses or other rights to use all patents,
trade secrets, technology and know-how believed by the Company
necessary to conduct the laser business now being conducted by the
Company as described in the Prospectus;
(7) Such counsel is not aware of any pending or active
threatened action, suit, proceeding or claim by others that the
Company is infringing or otherwise violating any patents of others and
such counsel is not aware of any claimed or suspected ownership rights
of third parties to any of the Company's applications licensed patents
or licenses which in counsel's judgment could affect materially the
use thereof by the Company; and counsel is not aware of any pending or
threatened action, suit, proceeding or claim by others challenging the
validity or scope of the applications or patents licensed to the
Company; and
(8) Such counsel has no reason to believe that the
Intellectual Property Portion of the Registration Statement or the
Prospectus contains any untrue statement of a material fact or omits
to state any material fact required to be stated therein or necessary
to make the statements therein not misleading or that, at such Closing
Date, the information contained in the Intellectual Property Portion
of the Prospectus or any amendment or supplement to the Intellectual
Property Portion of the Prospectus contains any untrue statement of a
material fact or omits to state a material fact necessary in order to
make the statements therein, in the light of the circumstances under
which they were made, not misleading.
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<PAGE>
(v) Such opinion or opinions of Wilson, Sonsini, Goodrich &
Rosati, Professional Corporation, counsel for the Underwriters dated the
First Closing Date or the Second Closing Date, as the case may be, with
respect to the incorporation of the Company, the sufficiency of all
corporate proceedings and other legal matters relating to this Agreement,
the validity of the Common Shares, the Registration Statement and the
Prospectus and other related matters as you may reasonably require, and the
Company shall have furnished to such counsel such documents and shall have
exhibited to them such papers and records as they may reasonably request
for the purpose of enabling them to pass upon such matters. In connection
with such opinions, such counsel may rely on representations or
certificates of officers of the Company and governmental officials.
(vi) A certificate of the Company executed on behalf of the
Company by the Chairman of the Board or President and the chief financial
or accounting officer of the Company, dated the First Closing Date or the
Second Closing Date, as the case may be, to the effect that:
(1) The representations and warranties of the Company set
forth in Section 2 of this Agreement are true and correct as of the
date of this Agreement and as of the First Closing Date or the Second
Closing Date, as the case may be, and the Company has complied with
all the agreements and satisfied all the conditions on its part to be
performed or satisfied on or prior to such Closing Date;
(2) The Commission has not issued any order preventing or
suspending the use of the Prospectus or any Preliminary Prospectus
filed as a part of the Registration Statement or any amendment
thereto; no stop order suspending the effectiveness of the
Registration Statement has been issued; and to the best of the
knowledge of the respective signers, no proceedings for that purpose
have been instituted or are pending or contemplated under the Act;
(3) Each of the respective signers of the certificate has
carefully examined the Registration Statement and the Prospectus; in
his opinion and to the best of his knowledge, the Registration
Statement and the Prospectus and any amendments or supplements thereto
contain all statements required to be stated therein regarding the
Company and its subsidiaries; and neither the Registration Statement
nor the Prospectus nor any amendment or supplement thereto includes
any untrue statement of a material fact or omits to state any material
fact required to be stated therein or necessary to make the statements
therein not misleading;
(4) Since the initial date on which the Registration
Statement was filed, no agreement, written or oral, transaction or
event has occurred which should have been set forth in an amendment to
the Registration Statement or in a supplement to or amendment of any
prospectus which has not been disclosed in such a supplement or
amendment;
(5) Since the respective dates as of which information is
given in the Registration Statement and the Prospectus, there has not
been any material adverse change or a development involving a material
adverse change in the condition (financial or otherwise), business,
properties, results of operations, management or prospects of the
Company and its subsidiaries; and no legal or governmental action,
suit or proceeding is pending or threatened against the Company or any
of its subsidiaries which is material to the Company and its
subsidiaries, whether or not arising from transactions in the ordinary
course of business, or which may adversely affect the transactions
contemplated by this Agreement; since such dates neither the Company
nor any of its subsidiaries has entered into any verbal or written
agreement or other transaction which is not in the ordinary course of
business or which could result in a material reduction in the future
earnings of the Company or incurred any material liability or
obligation, direct, contingent or indirect, made any change in its
capital stock, made any material change in its short-term debt or
funded debt or repurchased or other wise acquired any of the Company's
capital stock; and the Company has not declared or paid any dividend,
or made any other distribution, upon its outstanding capital stock
payable to stockholders of record on a date prior to the First Closing
Date or Second Closing Date; and
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<PAGE>
(6) Since the respective dates as of which information is
given in the Registration Statement and the Prospectus, the Company
and its subsidiaries have not sustained a material loss or damage by
strike, fire, flood, windstorm, accident or other calamity (whether or
not insured).
(vii) On the date before this Agreement is executed and also on
the First Closing Date and the Second Closing Date, a letter addressed to
you from Ernst & Young, LLP, independent accountants, the first one to be
dated the day before the date of this Agreement, the second one to be dated
the First Closing Date and the third one (in the event of a Second Closing)
to be dated the Second Closing Date, in form and substance satisfactory to
you.
(viii) On or before the First Closing Date, letters from each
director and executive officer of the Company, in form and substance
satisfactory to you, confirming that for a period of 90 days after the
first date that any of the Common Shares are released by you for sale to
the public, such person will not directly or indirectly sell or offer to
sell or otherwise dispose of any shares of Common Stock or any right to
acquire any such shares without the prior written consent of Montgomery
Securities, which consent may be withheld at the sole discretion of
Montgomery Securities.
All such opinions, certificates, letters and documents shall be in
compliance with the provisions hereof only if they are satisfactory to you and
to Wilson, Sonsini, Goodrich & Rosati, Professional Corporation, counsel for the
Underwriters. The Company shall furnish you with such manually signed or
conformed copies of such opinions, certificates, letters and documents as you
request. Any certificate signed by any officer of the Company and delivered to
the Underwriters or to counsel for the Underwriters shall be deemed to be a
representation and warranty by the Company to the Underwriters as to the
statements made therein.
If any condition to the Underwriters' obligations hereunder to be satisfied
prior to or at the First Closing Date is not so satisfied, this Agreement at
your election will terminate upon notification by you to the Company without
liability on the part of any Underwriter or the Company except for the expenses
to be paid or reimbursed by the Company pursuant to Sections 6 and 8 hereof and
except to the extent provided in Section 10 hereof.
SECTION 8
REIMBURSEMENT OF UNDERWRITERS' EXPENSES
---------------------------------------
Notwithstanding any other provisions hereof, if this Agreement shall
be terminated by you pursuant to Section 7, or if the sale to the Underwriters
of the Common Shares at the First Closing is not consummated because of any
refusal, inability or failure on the part of the Company to perform any
agreement herein or to comply with any provision hereof, the Company agrees to
reimburse you and the other Underwriters upon demand for all out-of-pocket
expenses that shall have been reasonably incurred by you and them in connection
with the proposed purchase and the sale of the Common Shares, including but not
limited to fees and disbursements of counsel, printing expenses, travel
expenses, postage, telegraph charges and telephone charges relating directly to
the offering contemplated by the Prospectus. Any such termination shall be
without liability of any party to any other party except that the provisions of
this Section, Section 6 and Section 10 shall at all times be effective and shall
apply.
SECTION 9
EFFECTIVENESS OF REGISTRATION STATEMENT
---------------------------------------
You and the Company will use your and its best efforts to cause the
Registration Statement to become effective, to prevent the issuance of any stop
order suspending the effectiveness of the Registration Statement and, if such
stop order be issued, to obtain as soon as possible the lifting thereof.
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<PAGE>
SECTION 10
INDEMNIFICATION
---------------
(a) The Company agrees to indemnify and hold harmless each Underwriter and
each person, if any, who controls any Underwriter within the meaning of the Act
against any losses, claims, damages, liabilities or expenses, joint or several,
to which such Underwriter or such controlling person may become subject, under
the Act, the Exchange Act, or other federal or state statutory law or
regulation, or at common law or otherwise (including in settlement of any
litigation, if such settlement is effected with the written consent of the
Company), insofar as such losses, claims, damages, liabilities or expenses (or
actions in respect thereof as contemplated below) arise out of or are based upon
any untrue statement or alleged untrue statement of any material fact contained
in the Registration Statement, any Preliminary Prospectus, the Prospectus, or
any amendment or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state in any of them a material fact required to
be stated therein or necessary to make the statements in any of them not
misleading, or arise out of or are based in whole or in part on any inaccuracy
in the representations and warranties of the Company contained herein or any
failure of the Company to perform its obligations hereunder or under law; and
will reimburse each Underwriter and each such controlling person for any legal
and other expenses as such expenses are reasonably incurred by such Underwriter
or such controlling person in connection with investigating, defending,
settling, compromising or paying any such loss, claim, damage, liability,
expense or action; provided, however, that the Company will not be liable in any
such case (i) to the extent that any such loss, claim, damage, liability or
expense arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission made in the Registration Statement,
any Preliminary Prospectus, the Prospectus or any amendment or supplement
thereto in reliance upon and in conformity with the information furnished to the
Company pursuant to Section 3 hereof or (ii) with respect to any Preliminary
Prospectus to the extent that any such loss, claim, damage, liability or expense
of such Underwriter or controlling person of such Underwriter results from the
fact that such Underwriter sold Common Shares to a person to whom there was not
sent or given, at or prior to the written confirmation of such sale, a copy of
the Prospectus as then amended or supplemented in any case where such delivery
is required under the Act if the Company has previously furnished copies thereof
to such Underwriter and if the Prospectus as then amended or supplemented, would
have cured the defect giving rise to the loss, claim, damage, liability or
expense. In addition to their other obligations, under this Section 10(a), the
Company agrees that, as an interim measure during the pendency of any claim,
action, investigation, inquiry or other proceeding arising out of or based upon
any statement or omission, or any alleged statement or omission, or any
inaccuracy in the representations and warranties of the Company herein or
failure to perform its obligations hereunder, all as described in this Section
10(a), they will reim burse each Underwriter on a quarterly basis for all
reasonable legal or other expenses incurred in connection with investigating or
defending any such claim, action, investigation, inquiry or other proceeding,
notwithstanding the absence of a judicial determination as to the propriety and
enforceability of the Company's obligation to reimburse each Underwriter for
such expenses and the possibility that such payments might later be held to have
been improper by a court of competent jurisdiction. To the extent that any such
interim reimbursement payment is so held to have been improper, each Underwriter
shall promptly return it to the Company together with interest, compounded
daily, determined on the basis of the prime rate (or other commercial lending
rate for borrowers of the highest credit standing) announced from time to time
by Bank of America NT&SA, San Francisco, California (the "Prime Rate"). Any
such interim reimbursement payments which are not made to an Underwriter within
30 days of a request for reimbursement, shall bear interest at the Prime Rate
from the date of such request. This indemnity agreement will be in addition to
any liability which the Company may otherwise have.
(b) Each Underwriter will severally indemnify and hold harmless the
Company, each of its directors, each of its officers who signed the Registration
Statement, and each person, if any, who controls the Company within the meaning
of the Act, against any losses, claims, damages, liabilities or expenses to
which the Company, or any such director, officer or controlling person may
become subject, under the Act, the Exchange Act, or other federal or state
statutory law or regulation, or at common law or otherwise (including in
settlement of any litigation, if such settlement is effected with the written
consent of such Underwriter), insofar as such losses, claims, damages,
liabilities or expenses (or actions in respect thereof as contemplated below)
arise out of or are based upon any untrue or alleged untrue statement of any
material fact contained in the Registration Statement, any Preliminary
Prospectus, the Prospectus, or any amendment or supplement thereto, or arise out
of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, in each case to the extent, but only to the extent, that
such untrue
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statement or alleged untrue statement or omission or alleged omission was made
in the Registration Statement, any Preliminary Prospectus, the Prospectus, or
any amendment or supplement thereto, in reliance upon and in conformity with the
information furnished to the Company pursuant to Section 3 hereof; and will
reimburse the Company, or any such director, officer or controlling person for
any legal and other expense reasonably incurred by the Company, or any such
director, officer or controlling person in connection with investigating,
defending, settling, compromising or paying any such loss, claim, damage,
liability, expense or action. In addition to its other obligations under this
Section 10(b), each Underwriter severally agrees that, as an interim measure
during the pendency of any claim, action, investigation, inquiry or other
proceeding arising out of or based upon any statement or omission, or any
alleged statement or omission, described in this Section 10(b) which relates to
information furnished to the Company pursuant to Section 3 hereof, it will
reimburse the Company (and, to the extent applicable, each officer, director or
controlling person) on a quarterly basis for all reasonable legal or other
expenses incurred in connection with investigating or defending any such claim,
action, investigation, inquiry or other proceeding, notwithstanding the absence
of a judicial determination as to the propriety and enforceability of the
Underwriters' obligation to reimburse the Company (and, to the extent
applicable, each officer, director or controlling person) for such expenses and
the possibility that such payments might later be held to have been improper by
a court of competent jurisdiction. To the extent that any such interim
reimbursement payment is so held to have been improper, the Company (and, to the
extent applicable, each officer, director or controlling person) shall promptly
return it to the Underwriters together with interest, compounded daily,
determined on the basis of the Prime Rate. Any such interim reimbursement
payments which are not made to the Company within 30 days of a request for
reimbursement, shall bear interest at the Prime Rate from the date of such
request. This indemnity agreement will be in addition to any liability which
such Underwriter may otherwise have.
(c) Promptly after receipt by an indemnified party under this Section of
notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against an indemnifying party under this
Section, notify the indemnifying party in writing of the commencement thereof;
but the omission so to notify the indemnifying party will not relieve it from
any liability which it may have to any indemnified party for contribution or
otherwise than under the indemnity agreement contained in this Section or to the
extent it is not prejudiced as a proxi mate result of such failure. In case any
such action is brought against any indemnified party and such indemnified party
seeks or intends to seek indemnity from an indemnifying party, the indemnifying
party will be entitled to participate in, and, to the extent that it may wish,
jointly with all other indemnifying parties similarly notified, to assume the
defense thereof with counsel reasonably satisfactory to such indemnified party;
provided, however, if the defendants in any such action include both the
indemnified party and the indemnifying party and the indemnified party shall
have reasonably concluded that there may be a conflict between the positions of
the indemnifying party and the indemnified party in conducting the defense of
any such action or that there may be legal defenses available to it and/or other
indemnified parties which are different from or additional to those available to
the indemnifying party, the indemnified party or parties shall have the right to
select separate counsel to assume such legal defenses and to otherwise
participate in the defense of such action on behalf of such indemnified party or
parties. Upon receipt of notice from the indemnifying party to such indemnified
party of its election so to assume the defense of such action and approval by
the indemnified party of counsel, the indemnifying party will not be liable to
such indemnified party under this Section for any legal or other expenses
subsequently incurred by such indemnified party in connection with the defense
thereof unless (i) the indemnified party shall have employed such counsel in
connection with the assumption of legal defenses in accordance with the proviso
to the next preceding sentence (it being understood, however, that the
indemnifying party shall not be liable for the expenses of more than one
separate counsel, approved by the Underwriters in the case of paragraph (a),
representing the indemnified parties who are parties to such action) or (ii) the
indemnifying party shall not have employed counsel reasonably satisfactory to
the indemnified party to represent the indemnified party within a reasonable
time after notice of commencement of the action, in each of which cases the fees
and expenses of counsel shall be at the expense of the indemnifying party.
(d) If the indemnification provided for in this Section 10 is required by
its terms but is for any reason held to be unavailable to or otherwise
insufficient to hold harmless an indemnified party under paragraphs (a), (b) or
(c) in respect of any losses, claims, damages, liabilities or expenses referred
to herein, then each applicable indemnifying party shall contribute to the
amount paid or payable by such indemnified party as a result of any losses,
claims, damages, liabilities or expenses referred to herein (i) in such
proportion as is appropriate to reflect the relative benefits received by the
Company and the Underwriters from the offering of the Common Shares or (ii) if
the allocation provided by clause (i) above is not permitted by applicable law,
in such proportion as is appropriate to reflect not only the relative benefits
referred to in
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clause (i) above but also the relative fault of the Company and the Underwriters
in connection with the statements or omissions or inaccuracies in the
representations and warranties herein which resulted in such losses, claims,
damages, liabilities or expenses, as well as any other relevant equitable
considerations. The respective relative benefits received by the Company and the
Underwriters shall be deemed to be in the same proportion, in the case of the
Company as the total price paid to the Company for the Common Shares sold by it
to the Underwriters (net of underwriting commissions but before deducting
expenses), and in the case of the Underwriters as the underwriting commissions
received by it bears to the total of such amounts paid to the Company and
received by the Underwriters as underwriting commissions. The relative fault of
the Company and the Underwriters shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact or the inaccurate
or the alleged inaccurate representation and/or warranty relates to information
supplied by the Company or the Underwriters and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission. The amount paid or payable by a party as a result of the
losses, claims, damages, liabilities and expenses referred to above shall be
deemed to include, subject to the limitations set forth in subparagraph (c) of
this Section 10, any legal or other fees or expenses reasonably incurred by such
party in connection with investigating or defending any action or claim. The
provisions set forth in subparagraph (c) of this Section 10 with respect to
notice of commencement of any action shall apply if a claim for contribution is
to be made under this subparagraph (d); provided, however, that no additional
notice shall be required with respect to any action for which notice has been
given under subparagraph (c) for purposes of indemnification. The Company and
the Underwriters agree that it would not be just and equitable if contribution
pursuant to this Section 10 were determined solely by pro rata allocation (even
if the Underwriters were treated as one entity for such purpose) or by any other
method of allocation which does not take account of the equitable considerations
referred to in the immediately preceding paragraph. Notwithstanding the
provisions of this Section 10, no Underwriter shall be required to contribute
any amount in excess of the amount of the total underwriting commissions
received by such Underwriter in connection with the Common Shares underwritten
by it and distributed to the public. No person guilty of fraudulent
misrepresenta tion (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. The Underwriters' obligations to contribute pursuant to this
Section 10 are several in proportion to their respective underwriting
commitments and not joint.
(e) It is agreed that any controversy arising out of the operation of the
interim reimbursement arrangements set forth in Sections 10(a) and 10(b) hereof,
including the amounts of any requested reimbursement payments and the method of
determining such amounts, shall be settled by arbitration conducted under the
provisions of the Constitution and Rules of the Board of Governors of the New
York Stock Exchange, Inc. or pursuant to the Code of Arbitration Procedure of
the NASD. Any such arbitration must be commenced by service of a written demand
for arbitration or written notice of intention to arbitrate, therein electing
the arbitration tribunal. In the event the party demanding arbitration does not
make such designation of an arbitration tribunal in such demand or notice, then
the party responding to said demand or notice is authorized to do so. Such an
arbitration would be limited to the operation of the interim reimbursement
provisions contained in Sections 10(a) and 10(b) hereof and would not resolve
the ultimate propriety or enforceability of the obligation to reimburse expenses
which is created by the provisions of such Sections 10(a) and 10(b) hereof.
SECTION 11
DEFAULT OF UNDERWRITERS
-----------------------
It shall be a condition to this Agreement and the obligation of the Company
to sell and deliver the Common Shares hereunder, and of each Underwriter to
purchase the Common Shares in the manner as described herein, that, except as
hereinafter in this paragraph provided, each of the Underwriters shall purchase
and pay for all the Common Shares agreed to be purchased by such Underwriter
hereunder upon tender to the Underwriters of all such shares in accordance with
the terms hereof. If any Underwriter or Underwriters default in their
obligations to purchase Common Shares hereunder on either the First or Second
Closing Date and the aggregate number of Common Shares which such defaulting
Underwriter or Underwriters agreed but failed to purchase on such Closing Date
does not exceed 10% of the total number of Common Shares which the Underwriters
are obligated to purchase on such Closing Date, the non-defaulting Underwriters
shall be obligated severally, in proportion to their respective commitments
hereunder, to purchase the Common Shares which such defaulting Underwriters
agreed but failed to purchase on such Closing Date. If any Underwriter or
Underwriters so default
-19-
<PAGE>
and the aggregate number of Common Shares with respect to which such default
occurs is more than the above percentage and arrangements satisfactory to the
Underwriters and the Company for the purchase of such Common Shares by other
persons are not made within 48 hours after such default, this Agreement will
terminate without liability on the part of any non-defaulting Underwriter or the
Company except for the expenses to be paid by the Company pursuant to Section 6
hereof and except to the extent provided in Section 10 hereof.
In the event that Common Shares to which a default relates are to be
purchased by the non-defaulting Underwriters or by another party or parties, the
Underwriters or the Company shall have the right to postpone the First or Second
Closing Date, as the case may be, for not more than five business days in order
that the necessary changes in the Registration Statement, Prospectus and any
other documents, as well as any other arrangements, may be effected. As used in
this Agreement, the term "Underwriter" includes any person substituted for an
Underwriter under this Section. Nothing herein will relieve a defaulting
Underwriter from liability for its default.
SECTION 12
EFFECTIVE DATE
--------------
This Agreement shall become effective immediately as to Sections 6, 8, 10,
13 and 14 and, as to all other provisions, (i) if at the time of execution of
this Agreement the Registration Statement has not become effective, at 2:00
P.M., California time, on the first full business day following the
effectiveness of the Registration Statement, or (ii) if at the time of execution
of this Agreement the Registration Statement has been declared effective, at
2:00 P.M., California time, on the first full business day following the date of
execution of this Agreement; but this Agreement shall nevertheless become
effective at such earlier time after the Registration Statement becomes
effective as you may deter mine on and by notice to the Company or by release of
any of the Common Shares for sale to the public. For the purposes of this
Section 12, the Common Shares shall be deemed to have been so released upon the
release for publication of any newspaper advertisement relating to the Common
Shares or upon the release by you of telegrams (i) advising Underwriters that
the Common Shares are released for public offering, or (ii) offering the Common
Shares for sale to securities dealers, whichever may occur first.
SECTION 13
TERMINATION
-----------
Without limiting the right to terminate this Agreement pursuant to any
other provision hereof:
(a) This Agreement may be terminated by the Company by notice to you or by
you by notice to the Company at any time prior to the time this Agreement shall
become effective as to all its provisions, and any such termination shall be
without liability on the part of the Company to any Underwriter (except for the
expenses to be paid or reimbursed by the Company pursuant to the terms of
Sections 6 and 8 hereof and except to the extent provided in Section 10 hereof)
or of any Underwriter to the Company (except to the extent provided in Section
10 hereof).
(b) This Agreement may also be terminated by you prior to the First
Closing Date by notice to the Company (i) if additional material governmental
restrictions, not in force and effect on the date hereof, shall have been
imposed upon trading in securities generally or minimum or maximum prices shall
have been generally established on the New York Stock Exchange or on the
American Stock Exchange or in the over the counter market by the NASD, or
trading in securities generally shall have been suspended on either such
Exchange or in the over the counter market by the NASD, or a general banking
moratorium shall have been established by federal, New York or California
authorities, (ii) if an outbreak of major hostilities or other national or
international calamity or any substantial change in political, financial or
economic conditions shall have occurred or shall have accelerated or escalated
to such an extent, as, in the judgment of the Underwriters, to affect adversely
the marketability of the Common Shares, (iii) if any adverse event shall have
occurred or shall exist which makes untrue or incorrect in any material respect
any statement or information contained in the Registration Statement or
Prospectus or which is not reflected in the Registration Statement or Prospectus
but should be reflected therein in order to make the
-20-
<PAGE>
statements or information contained therein not misleading in any material
respect, or (iv) if there shall be any action, suit or proceeding pending or
threatened, or there shall have been any development or prospective development
involving particularly the business or properties or securities of the Company
or any of its subsidiaries or the transactions contemplated by this Agreement,
which, in the reasonable judgment of the Underwriters, may materially and
adversely affect the Company's business or earnings and makes it impracticable
or inadvisable to offer or sell the Common Shares. Any termination pursuant to
this subsection (b) shall be without liability on the part of any Underwriter to
the Company or on the part of the Company to any Underwriter (except for
expenses to be paid or reimbursed by the Company pursuant to Sections 6 and 8
hereof and except to the extent provided in Section 10 hereof).
SECTION 14
REPRESENTATIONS AND INDEMNITIES TO SURVIVE DELIVERY
---------------------------------------------------
The respective indemnities, agreements, representations, warranties and
other statements of the Company, of its officers and of the several Underwriters
set forth in or made pursuant to this Agreement will remain in full force and
effect, regardless of any investigation made by or on behalf of any Underwriter
or the Company or any of its or their partners, officers or directors or any
controlling person, as the case may be, and will survive delivery of and payment
for the Common Shares sold hereunder and any termination of this Agreement.
SECTION 15
NOTICES
-------
All communications hereunder shall be in writing and, if sent to the
Underwriters shall be mailed, delivered or telegraphed and confirmed to you at
600 Montgomery Street, San Francisco, California 94111, Attention: Clark L.
Gerhardt, with a copy to Wilson, Sonsini, Goodrich & Rosati, Professional
Corporation, 650 Page Mill Road, Palo Alto, California 94304-1050, Attention:
David J. Segre; and if sent to the Company shall be mailed, delivered or
telegraphed and confirmed to the Company at 163 Baypointe Parkway, San Jose,
California 95134, Attention: Kevin N. Kalkhoven, with a copy to Morrison &
Foerster, 755 Page Mill Road, Palo Alto, California 94304-1018, Attention:
Michael C. Phillips. The Company or you may change the address for receipt of
communications hereunder by giving notice to the others.
-21-
<PAGE>
SECTION 16
SUCCESSORS
----------
This Agreement will inure to the benefit of and be binding upon the parties
hereto, including any substitute Underwriters pursuant to Section 11 hereof, and
to the benefit of the officers and directors and controlling persons referred to
in Section 10, and in each case their respective successors, personal
representatives and assigns, and no other person will have any right or
obligation hereunder. No such assignment shall relieve any party of its
obligations hereunder. The term "successors" shall not include any purchaser of
the Common Shares as such from any of the Underwriters merely by reason of such
purchase.
SECTION 17
PARTIAL UNENFORCEABILITY
------------------------
The invalidity or unenforceability of any Section, paragraph or provision
of this Agreement shall not affect the validity or enforceability of any other
Section, paragraph or provision hereof. If any Section, paragraph or provision
of this Agreement is for any reason determined to be invalid or unenforceable,
there shall be deemed to be made such minor changes (and only such minor
changes) as are necessary to make it valid and enforceable.
SECTION 18
APPLICABLE LAW
--------------
This Agreement shall be governed by and construed in accordance with the
internal laws (and not the laws pertaining to conflicts of laws) of the State of
California.
SECTION 19
GENERAL
-------
This Agreement constitutes the entire agreement of the parties to this
Agreement and supersedes all prior written or oral and all contemporaneous oral
agreements, understandings and negotiations with respect to the subject matter
hereof. This Agreement may be executed in several counterparts, each one of
which shall be an original, and all of which shall constitute one and the same
document.
In this Agreement, the masculine, feminine and neuter genders and the
singular and the plural include one another. The section headings in this
Agreement are for the convenience of the parties only and will not affect the
construction or interpretation of this Agreement. This Agreement may be amended
or modified, and the observance of any term of this Agreement may be waived,
only by a writing signed by the Company and you.
-22-
<PAGE>
If the foregoing is in accordance with your understanding of our agreement,
kindly sign and return to us the enclosed copies hereof, whereupon it will
become a binding agreement among the Company and you, all in accordance with its
terms.
Very truly yours,
UNIPHASE CORPORATION
By: ____________________________
Kevin N. Kalkhoven
President
The foregoing Underwriting Agreement
is hereby confirmed and accepted by
us in San Francisco, California as of
the date first above written.
MONTGOMERY SECURITIES
UNTERBERG HARRIS
ALEX. BROWN & SONS INCORPORATED
JOSEPHTHAL, LYON & ROSS INCORPORATED
By: MONTGOMERY SECURITIES
By: ______________________________
Partner
-23-
<PAGE>
SCHEDULE A
<TABLE>
<CAPTION>
Number of Firm
Common Shares
Name of Underwriter to be Purchased
- --------------------------------------- -----------------
<S> <C>
Montgomery Securities..................
Alex. Brown & Sons Incorporated........
Unterberg Harris.......................
Josephthal, Lyon & Ross Incorporated...
---------
TOTAL........................... 2,000,000
=========
</TABLE>
-24-
<PAGE>
EXHIBIT 5.1
May 30, 1996
Uniphase Corporation
163 Baypointe Parkway
San Jose, California 95134
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form S-3
(the "Registration Statement") to be filed by Uniphase Corporation, a Delaware
corporation (the "Company"), with the Securities and Exchange Commission in
May 1996 in connection with the registration under the Securities Act of 1933,
as amended, of up to 2,300,000 shares of Common Stock, $.001 par value (the
"Shares"), being offered by the Company, including up to 300,000 shares of
Common Stock which may be issued and sold by the Company upon exercise of the
underwriters' over-allotment option. The Shares are to be sold to the
underwriters named in the Registration Statement for resale to the public.
As your counsel, we have examined the proceedings proposed to be taken by
the Company in connection with the issuance and sale of the Shares. It is our
opinion that, upon completion of the proceedings proposed to be taken by the
Company, the Shares being issued and sold by the Company, when issued and sold
in the manner referred to in the Registration Statement, will be legally and
validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to all references to us in the Registration
Statement, the Prospectus constituting a part thereof and any amendments
thereto.
Very truly yours,
Morrison & Foerster LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the captions "Selected
Consolidated Financial Data" and "Experts" and to the use of our report dated
July 31, 1995 with respect to the consolidated financial statements of
Uniphase Corporation and to the use of our report dated May 27, 1996 with
respect to the combined financial statements of GCA Fibreoptics Ltd. and
Fiberoptic Alignment Solutions, Inc., in the Registration Statement (Form S-3)
and related Prospectus of Uniphase Corporation for the registration of
2,300,000 shares of its common stock.
Ernst & Young LLP
San Jose, California
May 30, 1996
