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SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the registrant [X]
Filed by a party other than the registrant
Check the appropriate box:
[X] Preliminary proxy statement
[ ] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
UNIPHASE CORPORATION
(Name of Registrant as Specified in Its Charter)
UNIPHASE CORPORATION
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act
Rules 14a-6(i)(2) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transactions applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:1
The filing fee is based on the aggregate cash to be received by the
Registrant from the proposed sale of assets, which the Registrant
believes will be $7,622,000.
(4) Proposed maximum aggregate value of transaction:
(5) Total Fee paid:
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the filing by registration statement number, or the form or
schedule and the date of its filing.
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UNIPHASE CORPORATION
------------------------
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD OCTOBER 8, 1997
------------------------
The Special Meeting of Stockholders of Uniphase Corporation, a Delaware
corporation (the "Company") will be held at the Company's corporate headquarters
at 210 Baypointe Parkway, San Jose, California 95134, on Wednesday, October 8,
1997, at 9:30 A.M., Pacific Time, for the purpose of considering and acting upon
the following:
1. Approval of an amendment to the Company's Amended and Restated
Certificate of Incorporation to increase the number of shares of Common
Stock which the Company is authorized to issue from 20,000,000 to
50,000,000.
2. Any and all matters incident to the foregoing, and such other business
as may legally come before the meeting and any adjournments or
postponements thereof.
The Board of Directors has fixed the close of business on September 2, 1997
as the record date for determining the stockholders having the right to notice
of and to vote at the special meeting.
By order of the Board of Directors
/s/ DANNY E. PETTIT
---------------------------------------------
Danny E. Pettit
Secretary
San Jose, California
September , 1997
IMPORTANT: EVERY STOCKHOLDER WHETHER OR NOT HE OR SHE EXPECTS TO ATTEND THE
SPECIAL MEETING IN PERSON, IS URGED TO EXECUTE THE PROXY AND RETURN IT PROMPTLY
IN THE ENCLOSED BUSINESS REPLY ENVELOPE.
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UNIPHASE CORPORATION
------------------------
PROXY STATEMENT
FOR A SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD OCTOBER 8, 1997
------------------------
Proxies in the form enclosed with this Proxy Statement are solicited by the
Board of Directors of Uniphase Corporation (the "Company") to be used at a
Special Meeting of Stockholders (the "Special Meeting") to be held at 9:30 A.M.
Pacific Time on October 8, 1997, for the purpose set forth in the Notice of
Meeting and this Proxy Statement. This Proxy Statement and the accompanying
proxy were mailed to stockholders on or about September 10, 1997.
VOTING, VOTE REQUIRED AND REVOCATION
Each stockholder is entitled to one vote for each share of Common Stock
owned. Approval of the proposed amendment (the "Amendment") to the Amended and
Restated Certificate of Incorporation (the "Certificate of Incorporation")
requires the affirmative vote of a majority of all outstanding shares of Common
Stock of the Company, par value $.001 per share ("Common Stock"). Stockholders
of record at the close of business on September 2, 1997 (the "Record Date") are
entitled to notice of and to vote at the Special Meeting. At the Record Date,
shares of Common Stock were issued and outstanding, and no shares of
the Company's Preferred Stock were outstanding.
All shares represented by valid proxies will be voted in accordance with
the instructions contained therein. In the absence of instructions, proxies will
be voted FOR the Amendment. Shares of Common Stock represented by proxies which
are marked "ABSTAIN" with respect to the Amendment will have the effect of a
vote against the Amendment. In instances where brokers are prohibited from
exercising discretionary authority for beneficial owners who have not returned
proxies (so called "broker non-votes"), those shares will be disregarded and
will have the effect of a vote against the Amendment.
A proxy may be revoked by the stockholder giving the proxy at any time
before it is voted by written notice of revocation delivered to the Company (to
the attention of Danny E. Pettit), and a prior proxy is automatically revoked by
a stockholder giving a subsequent proxy or attending and voting at the meeting.
Attendance at the meeting in and of itself does not revoke a prior proxy.
PROPOSAL
AMENDMENT TO THE CERTIFICATE OF INCORPORATION
TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
In August 1997, the Board of Directors declared advisable and unanimously
approved the Amendment to increase the aggregate number of shares of Common
Stock which the Company is authorized to issue from 20,000,000 to 50,000,000. No
increase in the number of shares of Preferred Stock of the Company, currently
1,000,000 shares, is proposed or anticipated.
If approved by the stockholders, the Amendment will become effective upon
the filing of a Certificate of Amendment of Certificate of Incorporation with
the Delaware Secretary of State. The Amendment would change paragraph 4.1 of
Article 4 of the Company's Certificate of Incorporation to read in its entirety
as follows:
"4.1. Authorized Capital Stock. The Corporation is authorized to issue
two classes of stock to be designated, respectively, 'Common Stock' and
'Preferred Stock.' The total number of shares which the
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Corporation is authorized to issue is fifty-one million (51,000,000)
shares. Fifty million (50,000,000) shares shall be Common Stock, each
having a par value of one-tenth of one cent ($.001). One million
(1,000,000) shares shall be Preferred Stock, each having a par value of
one-tenth of one cent ($.001)."
PURPOSE AND EFFECT OF THE AMENDMENT
As of June 30, 1997, of the Company's 20,000,000 authorized shares of
Common Stock, 16,921,967 shares were issued and outstanding and 3,352,364 shares
were subject to outstanding options granted pursuant to the Company's Amended
and Restated 1993 Flexible Stock Incentive Plan and 1996 Nonqualified Stock
Option Plan (together, the "Plans"). The principal purpose of the proposed
Amendment is to authorize additional shares of Common Stock which will be
available in the event that the Board of Directors determines that it is
necessary or appropriate to effect future stock dividends or stock splits, to
raise additional capital through the sale of securities, to acquire another
company or its business or assets through the issuance of securities, or to
establish a strategic relationship with a corporate partner through the exchange
of securities.
In determining to increase the authorized shares of Common Stock, the Board
of Directors considered, among other factors, (i) that as of June 30, 1997,
19,609,872 shares of Common Stock were issued or subject to outstanding options
granted under the Plans, thereby effectively encumbering substantially all of
the 20,000,000 shares presently authorized, (ii) that there is currently
insufficient authorized shares of Common Stock to support anticipated option
grants in fiscal 1998 and fiscal 1999, (iii) that there is currently
insufficient authorized shares of Common Stock available to raise capital and to
respond to potential business opportunities and pursue important objectives, and
(iv) that on June 3, 1996, the Company effected a two-for-one stock split, and,
were the Company to effect another two-for-one stock split in the future, a
minimum of approximately 40,000,000 authorized shares would be required. If the
proposed Amendment is adopted, the aggregate number of authorized shares of
Common Stock will be increased to 50,000,000, and approximately 30,000,000
additional shares of Common Stock will be available for issuance by the Board of
Directors without any further stockholder approval, except in certain issuances
of shares which require stockholder approval in accordance with the requirements
of the Nasdaq National Market or the Delaware General Corporations Law. The
holders of shares of Common Stock have no preemptive rights to purchase any
stock of the Company. The additional shares might be issued at such times and
under such circumstances as to have a dilutive effect on earnings per share and
on the equity ownership of the present holders of Common Stock.
POTENTIAL ANTI-TAKEOVER EFFECT
The Proposed Amendment could, under certain circumstances, have an
anti-takeover effect, although this is not the intention of the proposal. The
increased number of authorized shares of Common Stock could discourage, or be
used to impede, an attempt to acquire or otherwise change control of the
Company. The private placement of shares of Common Stock into "friendly" hands,
for example, could dilute the voting strength of a party seeking control of the
Company. Furthermore, many companies have issued warrants or other rights to
acquire additional shares of common stock to the holders of its common stock to
discourage or defeat unsolicited share accumulation programs and acquisition
proposals, which programs or proposals may be viewed by the board of directors
as not in the best interest of the company and its shareholders. Although the
Company has no present intent to use the additional authorized shares of Common
Stock for such purposes, if this Proposal is adopted, more capital stock of the
Company would be available for such purposes than is currently available.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE AMENDMENT.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information known to the Company
with respect to the beneficial ownership as of June 30, 1997, by (i) all persons
who are beneficial owners of five percent (5%) or more of the
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Company's Common Stock, (ii) each director, (iii) certain executive officers,
and (iv) all directors and executive officers as a group.
<TABLE>
<CAPTION>
SHARES
NAME OF BENEFICIALLY PERCENTAGE OF SHARES
BENEFICIAL OWNER OWNED(1) BENEFICIALLY OWNED(2)
- ---------------------------------------------------------------- ------------ ---------------------
<S> <C> <C>
5% STOCKHOLDERS
Fidelity Management & Research................................ 1,140,500 6.74%
82 Devonshire Street E15C
Boston, MA 02109
Denver Investment............................................. 1,108,100 6.55%
Seventeenth Street Plaza
1225 - 17th Street, 26th Floor
Denver, CO 80202
Prudential Equity Management.................................. 986,700 5.83%
751 Broad Street
Newark, NJ 07102-3777
Kopp Investment Advisors...................................... 968,362 5.72%
7701 France Ave. South, Suite 500
Edina, MN 55435
Pilgram Baxter Grieg & Associates............................. 959,100 5.67%
1255 Drummers Lane
Wayne, PA 19087-1590
Chancellor Capital Management................................. 886,100 5.24%
1166 Avenue of the Americas
New York, NY 10036
OFFICERS AND DIRECTORS
Kevin N. Kalkhoven(3)......................................... 413,477 *
Danny E. Pettit(4)............................................ 114,443 *
John M. Scott(5).............................................. 47,891 *
Ian Jenks(6).................................................. 6,843 *
R. Clark Harris(7)............................................ 38,141 *
William B. Bridges, Ph.D.(8).................................. 40,074 *
Robert Fink(9)................................................ 5,000 *
Catherine P. Lego(10)......................................... 45,626 *
Stephen C. Johnson(11)........................................ 59,450 *
Anthony R. Muller(12)......................................... 51,522 *
Wilson Sibbett, Ph.D.(13)..................................... 5,000 *
Casimir Skrzypczak(14)........................................ 556 *
All officers and directors as a group (11 persons)(15)........ 828,023 *
</TABLE>
- ---------------
* Less than 5%
(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 June 30, 1997 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 16,921,967 shares of Common Stock
outstanding on June 30, 1997.
(3) Includes 389,858 shares subject to stock options currently exercisable or
exercisable on or before August 30, 1997.
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(4) Includes 97,751 shares subject to stock options currently exercisable or
exercisable on or before August 30, 1997 and 10,995 shares held by Kelly A.
Pettit, Mr. Pettit's spouse.
(5) Includes 29,616 shares subject to stock options currently exercisable or
exercisable on or before August 30, 1997.
(6) Includes 6,500 shares subject to stock options currently exercisable or
exercisable on or before August 30, 1997.
(7) Includes 35,508 shares subject to stock options currently exercisable or
exercisable on or before August 30, 1997.
(8) Includes 9,126 shares subject to stock options currently exercisable or
exercisable on or before August 30, 1997.
(9) Includes 5,000 shares subject to stock options currently exercisable or
exercisable on or before August 30, 1997.
(10) Includes 45,626 shares subject to stock options currently exercisable or
exercisable on or before August 30, 1997.
(11) Includes 13,126 shares subject to stock options currently exercisable or
exercisable on or before August 30, 1997.
(12) Includes 7,126 shares subject to stock options currently exercisable or
exercisable on or before August 30, 1997 and 2,380 shares held by Lesley
Muller, Mr. Muller's daughter.
(13) Includes 5,000 shares subject to stock options currently exercisable or
exercisable on or before August 30, 1997.
(14) Includes 556 shares subject to stock options currently exercisable or
exercisable on or before August 30, 1997.
(15) Includes 644,793 shares subject to stock options currently exercisable or
exercisable on or before August 30, 1997.
MISCELLANEOUS
OTHER MATTERS
Management knows of no matters other than the foregoing to be brought
before the Special Meeting. If such other matters properly come before the
meeting, or any adjournment thereof, the proxies named in the accompanying form
of proxy will vote such proxy on such matters in accordance with their best
judgment.
SOLICITATION OF PROXIES
The entire cost of solicitation of proxies will be borne by the Company.
The Company may retain a proxy soliciter to solicit proxies and expects the fee
paid to such firm would be approximately $4,500. In addition, proxies may be
solicited by directors, officers and regular employees of the Company, without
extra compensation by telephone, telegraph, mail or personal interview. The
Company will also reimburse brokerage houses and other custodians, nominees and
fiduciaries for their reasonable expenses for sending proxies and proxy material
to the beneficial owners of its Common Stock.
STOCKHOLDER PROPOSAL FOR 1998 ANNUAL MEETING
Any stockholder who wishes to present a proposal for action at the 1998
Annual Meeting of Stockholders and who wishes to have it set forth in the
corresponding proxy statement and identified in the corresponding form of proxy
prepared by management must notify the Company no later than June 8, 1998 in
such form as required under the rules and regulations promulgated by the
Securities and Exchange Commission.
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EVERY STOCKHOLDER, WHETHER OR NOT HE OR SHE EXPECTS TO ATTEND THE SPECIAL
MEETING IN PERSON, IS URGED TO EXECUTE THE PROXY AND RETURN IT PROMPTLY IN THE
ENCLOSED BUSINESS REPLY ENVELOPE.
By order of the Board of Directors
/s/ DANNY E. PETTIT
--------------------------------------
Danny E. Pettit
Secretary
San Jose, California
September , 1997
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[FORM OF FRONT OF PROXY CARD]
PROXY
UNIPHASE CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS
FOR THE SPECIAL MEETING ON OCTOBER 8, 1997.
The undersigned hereby appoints Kevin N. Kalkhoven and Danny E. Pettit
and each of them, with full power of substitution, the attorneys and proxies of
the undersigned to attend the Special Meeting of Stockholders of Uniphase
Corporation to be held on October 8, 1997 at 9:30 a.m. Pacific Time and at any
postponement(s) thereof to vote all shares of Common Stock of the Company held
or owned by the undersigned as indicated on the proposal as more fully set forth
in the Proxy Statement, and in their discretion upon such other matters as may
come before the meeting.
---------------------------------------------------
1. The approval of the amendment to the Certificate of Incorporation.
[ ] FOR [ ] WITHHELD [ ] ABSTAIN
(continued on reverse side)
The shares represented by this proxy will be voted as directed or if no
direction is indicated, will be voted FOR the proposal.
The undersigned hereby acknowledges receipt of the Notice of, and Proxy
Statement for, the aforesaid Special Meeting.
Date: , 1997
--------------------------
Signature of Stockholder:
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DATE AND SIGN EXACTLY AS NAME APPEARS HEREON. EACH JOINT TENANT MUST SIGN. WHEN
SIGNING AS ATTORNEY, EXECUTOR, TRUSTEE, ETC., GIVE FULL TITLE. IF SIGNER IS A
CORPORATION, SIGN IN FULL CORPORATE NAME BY AUTHORIZED OFFICER.
