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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JUNE 3, 1996
UNIPHASE CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 0-22874 94-2579683
(STATE OR OTHER JURISDICTION (COMMISSION FILE NO.) (IRS EMPLOYER
OF INCORPORATION) IDENTIFICATION NO.)
163 BAYPOINTE PARKWAY, SAN JOSE, CALIFORNIA 95134
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(408) 434-1800
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
PAGE 1 OF 5 PAGES
EXHIBIT INDEX LOCATED ON PAGE 6
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INFORMATION TO BE INCLUDED IN REPORT
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
(a) Pursuant to the Stock Purchase Agreement dated as of May 24, 1996,
as amended by Amendment No. 1 to the Stock Purchase Agreement dated as of May
31, 1996, by and among the Registrant and Fiberoptic Alignment Solutions, Inc.
("FAS"), an Illinois corporation, and all shareholders (the "Shareholders") of
FAS, the Registrant acquired from the Shareholders all of the outstanding shares
of Common Stock (the "Shares"), at no par value, of FAS. The aggregate purchase
price for the Shares was $3,932,184, which payment was made in cash
($1,462,624.75) and promissory notes ($2,469,559.26). The total value of
consideration paid for the Shares was determined based on arm's length
negotiations between FAS, the Shareholders and the Registrant which took into
account FAS' financial position, operating history, products, intellectual
property and other factors relating to FAS' business and certain income tax
aspects of the transaction. The transaction was closed on June 3, 1996. Except
as set forth in the Exhibits hereto, there are no material relationships between
the Registrant, FAS and the Shareholders.
The source of funds used to purchase the Shares was cash from the
Registrant's existing working capital and promissory notes.
(b) Pursuant to the Agreement for the Sale and Purchase of the Entire
Issued Share Capital of GCA Fibreoptics Limited (the "Share Capital") entered
into on May 31, 1996, by and among the Registrant, Industrial Technologies
Securities Limited ("ITS"), an English corporation, Jonathan Timothy Greaves and
Wendy Greaves, the Registrant acquired from ITS, Jonathan Timothy Greaves and
Wendy Greaves the entire issued share capital of GCA Fibreoptics Limited
("GCA"), an English corporation. The aggregate purchase price for the Share
Capital was $4,717,820, which payment was made in cash ($1,126,840) and
promissory notes ($3,590,980). The total value of consideration paid for the
Share Capital was determined based on arm's length negotiations between ITS,
Jonathan Timothy Greaves, Wendy Greaves and the Registrant which took into
account GCA's financial position, operating history, products, intellectual
property and other factors relating to GCA's business and certain income tax
aspects of the transaction. The transaction was closed on June 3, 1996. Except
as set forth in the exhibits hereto, there are no material relationships between
the Registrant, ITS, Jonathan Timothy Greaves, Wendy Greaves and GCA.
The source of funds to purchase the Share Capital was cash from the
Registrant's existing working capital and promissory notes.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
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The financial statements of the businesses acquired are included in
Registrant's Registration Statement on Form S-3 (File No. 333-04855) (the
"Registration Statement") and the prospectus (the "Prospectus") originally filed
with the Securities and Exchange Commission (the "Commission") on May 31, 1996
and which became effective on June 11, 1996, pages F-18 through F-30. Such
financial statements are incorporated herein by reference.
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(b) Pro Forma Financial Information.
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The pro forma financial information are included in Registrant's
Registration Statement and Prospectus, pages 17-19. Such pro forma financial
information is incorporated herein by reference.
(c) Exhibits.
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The Stock Purchase Agreement, as amended, referred to in Item 2(a)
above, and the Agreement for the Sale and Purchase of the Entire Issued Share
Capital of GCA, referred to in Item 2(b) above, have been previously filed with
the Commission as Exhibits 2.2 and 2.3 to Registrant's Registration Statement.
Such exhibits are incorporated as exhibits hereto by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
UNIPHASE CORPORATION
By /s/ Dan E. Pettit
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Dan E. Pettit
Vice President, Finance,
Chief Financial Officer
and Secretary
Date: June 14, 1996
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EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT DESCRIPTION NUMBERED PAGE
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<C> <S> <C>
2.2 Form of Stock Purchase Agreement between 5
Registrant, Fiberoptic Alignment Solutions,
Inc., an Illinois corporation ("FAS"),
Uniphase Telecommunications Products, Inc.,
a Delaware corporation, and the shareholders
of FAS named therein, and Amendment No. 1
thereto dated as of May 31, 1996 (incorporated
by reference to the indicated exhibit to the
Company's Registration Statement on Form S-3
(File No. 333-04855) which became effective on
June 11, 1996).
2.3 Form of Agreement between Registrant and GCA 5
Fibreoptics Limited for the Sale and Purchase of
the Entire Issued Share Capital of GCA Fibreoptics
Limited (incorporated by reference to the
indicated exhibit to the Company's Registration
Statement on Form S-3 (File No. 333-04855)
which became effective on June 11, 1996).
</TABLE>
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MORRISON & FOERSTER LLP
SAN FRANCISCO ATTORNEYS AT LAW NEW YORK
LOS ANGELES WASHINGTON, D.C.
SACRAMENTO 755 PAGE MILL ROAD LONDON
ORANGE COUNTY PALO ALTO, CALIFORNIA 94304-1018 BRUSSELS
WALNUT CREEK TELEPHONE (415) 813-5600 HONG KONG
SEATTLE TELEFACSIMILE (415) 494-0792 TOKYO
DENVER
Writer's Direct Dial Number
(415) 813-5757
VIA ELECTRONIC FILING
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Current Report on Form 8-K of Uniphase Corporation (Commission
--------------------------------------------------------------
File #0-22874)
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Ladies and Gentlemen:
On behalf of our client, Uniphase Corporation, a Delaware corporation
(the "Company"), we hereby electronically file pursuant to the EDGAR
requirements of the Securities and Exchange Act of 1934, the Company's Current
Report on Form 8-K (the "Report").
Please be advised that the Company is filing one complete copy of the
Report (which has been manually signed) with the Nasdaq Stock Market
concurrently herewith.
Should you have any questions regarding the Report, please do not
hesitate to contact me at the number referenced above.
Very truly yours,
/s/ James M. Meenaghan
James M. Meenaghan
Enclosures
cc: Dan E. Pettit (w/encl.)
Michael C. Phillips (w/o encl.)
