<PAGE> 1
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-K/A
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED JUNE 30, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 0-22874
------------------------
UNIPHASE CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C> <C>
DELAWARE 163 BAYPOINTE PKWY SAN JOSE, CA 95134 94-2579683
(STATE OR OTHER (ADDRESS OF PRINCIPAL (ZIP CODE) (I.R.S. EMPLOYER
JURISDICTION OF EXECUTIVE OFFICES) IDENTIFICATION
INCORPORATION OR NO.)
ORGANIZATION)
</TABLE>
Registrant's telephone number, including area code (408) 434-1800
Securities registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
- --------------------------------------------------------------------------------------------
<S> <C>
None None
</TABLE>
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK, PAR VALUE $.001 PER SHARE
(TITLE OF CLASS)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
As of September 15, 1997, the aggregate market value of the voting stock
held by non-affiliates of the Registrant was approximately $793,456,741 based
upon the average of the high and low prices of the Common Stock as reported on
The Nasdaq National Market on such date. Shares of Common Stock held by
officers, directors and holders of more than 5% of the outstanding Common Stock
have been excluded from this calculation because such persons may be deemed to
be affiliates. This determination of affiliate status is not necessarily a
conclusive determination for other purposes.
As of September 15, 1997, the Registrant had 17,181,518 shares of Common
Stock.
DOCUMENTS INCORPORATED BY REFERENCE (To the Extent Indicated Herein)
Portions of registrants 1997 Annual Report to Stockholders (Part II)
Portions of registrant's Proxy Statement for its 1997 Annual Meeting of
Stockholders (Part III)
================================================================================
<PAGE> 2
EXPLANATORY NOTE
The Undersigned Registrant hereby amends
"Item 14 - Exhibits, Financial Statement Schedules,
and Reports on Form 8-K" of its Annual Report on
Form 10-K for the fiscal year ended June 30, 1997
filed on September 25, 1997 pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934.
<PAGE> 3
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a)(1) FINANCIAL STATEMENTS
The financial statements listed in the accompanying index to financial
statements and financial statement schedules are filed or incorporated by
reference as part of this annual report.
(a)(2) FINANCIAL STATEMENT SCHEDULES
The financial statements listed in the accompanying index to financial
statements and financial statement schedules are filed or incorporated by
reference as part of this annual report.
(a)(3) EXHIBITS
The exhibits listed in the accompanying index to exhibits are filed or
incorporated by reference as a part of this annual report.
(b) REPORTS ON FORM 8-K
The Company filed reports on form 8-K/A Amendment 1 and Amendment 2 on May
23, 1997 and June 10, 1997, respectively, reporting the purchase of ULE and
including the audited financial statements of Laser Enterprise, a division of
International Business Machines in accordance with Rule 3.05 of Regulation S-X
and the pro forma financial information required by Article 11 of Regulation
S-X.
1
<PAGE> 4
INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
<TABLE>
<CAPTION>
REFERENCE PAGE
------------------------------------
1997 ANNUAL
FORM 10-K REPORT TO STOCKHOLDERS
--------- ----------------------
<S> <C> <C>
Consolidated Statements of Operations -- Years ended June 30,
1997, 1996 and 1995......................................... -- 22
Consolidated Balance Sheets -- June 30, 1997 and 1996......... -- 23
Consolidated Statements of Stockholders' Equity -- Years ended
June 30, 1997, 1996 and 1995................................ -- 24
Consolidated Statements of Cash Flows -- Years ended June 30,
1997, 1996 and 1995......................................... -- 25
Notes to Consolidated Financial Statements.................... -- 25
Report of Ernst & Young LLP, Independent Auditors............. -- 26-40
Schedule II -- Valuation and Qualifying Accounts -- June 30,
1997, 1996 and 1995......................................... 26 --
</TABLE>
All other financial statement schedules have been omitted because they are
not applicable or are not required or the information required to be set forth
therein is included in the Company's consolidated financial statements set forth
in Item 8 of this Form 10-K and the notes thereto.
2
<PAGE> 5
UNIPHASE CORPORATION
SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
<TABLE>
<CAPTION>
ADDITIONS
------------------------
BALANCE AT CHARGED TO CHARGED TO BALANCE AT
BEGINNING COST AND OTHER DEDUCTION END OF
DESCRIPTIONS OF PERIOD EXPENSES ACCOUNTS(2) (1) PERIOD
- -------------------------------------------- ---------- ---------- ----------- --------- ----------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Year ended June 30, 1997
Allowance for doubtful accounts........... $285 $582 $ 1,083 $73 $1,877
Year ended June 30, 1996
Allowance for doubtful accounts........... $164 $139 $ -- $18 $ 285
Year ended June 30, 1995
Allowance for doubtful accounts........... $100 $ 59 $ -- $ 5 $ 164
</TABLE>
- ---------------
(1) Charges for uncollectible accounts, net of recoveries.
(2) Allowance assumed through the acquisition of ULE.
3
<PAGE> 6
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Date: December 10, 1997 UNIPHASE CORPORATION
By: /s/ KEVIN N. KALKHOVEN
------------------------------------
Kevin N. Kalkhoven
Chairman and Chief Executive Officer
4
<PAGE> 7
UNIPHASE CORPORATION
ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED JUNE 30, 1997
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
------------- ----------------------------------------------------------------------------
<S> <C>
3(i)(b)(2) Amended and Restated Certificate of Incorporation.
3(ii)(c)(7) Bylaws of the Registrant, as amended.
10.1(2) Superseding Patent License Agreement, dated June 21, 1989, between Patlex
10.2(2) Corporation and the Registrant. Agreement, dated December 2, 1991, between
Crosfield Electronics Limited and the Registrant.
10.3(2) License Agreement, dated December 18, 1991, between The Regents of
University of California and the Registrant.
10.4(2) License Agreement, dated August 2, 1993, between Research Corporation
Technologies, Inc., and the Registrant.
10.5(3) 1984 Amended and Restated Stock Plan.
10.6(3) 1993 Flexible Stock Incentive Plan.
10.7(3) 1993 Amended and Restated Employee Stock Purchase Plan.
10.8(2) Patent License Agreement, dated October 29, 1993, by and between the
Registrant and Molecular Dynamics, Inc.
10.9(4) License Agreement, May 9, 1994, between I.E. Optomech Ltd. and the
Registrant.
10.10(5) Loan and Security Agreement, dated January 28, 1997 between Bank of the West
and the Registrant.
10.11(6) Distributor Agreement, dated October 1, 1994, between Innotech Corporation
and the Registrant.
10.12(6) Joint Venture Agreement, dated July 24, 1995, between Daniel Guillot and the
Registrant.
10.13(6) Amendment, dated July 14, 1995, to Lease, dated November 6, 1984, between
Alexander/Dorothy Scheflo and the Registrant.
10.14(6) Laser Technology Sublicense Agreement, dated October 13, 1994, between The
University Court of The University of St. Andrews through I.E. Optomech and
theRegistrant.
10.15(6) Nonexclusive Sublicense Agreement, dated July 14, 1995, between Coherent,
Inc. and the Registrant.
10.16(6) Sublicense Agreement, dated May 26, 1995, between Stanford University and
the Registrant.
10.17(6) License Agreement, dated June 8, 1995, between ISOA, Inc. and the
Registrant.
10.18(6) Research and Development Contract, dated January 18, 1995, between the
National Institute of Standards and Technology to the Registrant.
10.19(8) Purchase and Sale Agreement between Registrant and Tasman-Sterling
Associates, a California general partnership, dated January 30, 1996.
10.20(9) 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, and Amendment No. 1 thereto datedas of
May 31, 1996.
</TABLE>
5
<PAGE> 8
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
------------- ----------------------------------------------------------------------------
<S> <C>
10.21(10) Form of Agreement between Registrant and GCA Fibreoptics Limited for the
Sale and Purchase of the entire issued shares capital of GCA Fibreoptics
Limited as of May 24, 1996.
10.22(7) Joint Venture agreement, dated July 24, 1995, between Daniel Guillot and the
Registrant, as amended October 6, 1995.
10.23(7) OEM Agreement, dated November 20, 1995, between the Registrant and Tencor
Instruments.
10.24(7) License Agreement, dated November 20, 1995, between the Registrant and
Tencor Instruments.
10.25(11) Amended and Restated 1993 Flexible Stock Incentive Plan.
10.26(12) OEM Agreement dated July 24, 1997 by and between KLA-Tencor Corporation and
the Registrant.
10.28(1) Purchase Agreement among Uniphase Corporation, International Business
Machines Corporation, and Uniphase Laser Enterprise AG
10.29(1) Technology License Agreement
10.30(1) Patent License Agreement
10.31(1) The Agreement for Exchange of Confidential Information
13 Portions of the 1997 Annual Report to Stockholders expressly incorporated by
reference herein.
21.1 Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 to
the Company's Annual Report on Form 10-K for the year ended June 30, 1997.)
23.1 Consent of Ernst & Young LLP, independent auditors (incorporated by reference
to Exhibit 23.1 to the Company's Annual Report on Form 10-K for the year ended
June 30, 1997.)
24.1 Powers of Attorney (incorporated by reference to Exhibit 24.1 to the Company's
Annual Report on Form 10-K for the year ended June 30, 1997.)
27 Financial Data Schedule (incorporated by reference to Exhibit 27 to the Company's
Annual Report on Form 10-K for the year ended June 30, 1997.)
</TABLE>
- ---------------
(1) Incorporated by reference to the exhibit to the Company's current Report on
Form 8-K filed March 25, 1997.
(2) Incorporated by reference to the exhibits filed with the Registrant's
registration statement on Form S-1, file number 33-68790, which was
declared effective November 17, 1993.
(3) Incorporated by reference to the exhibits filed with the Registrant's
registration statement on Form S-8, file number 33-74716 filed with the
Securities and Exchange Commission on February 1, 1994.
(4) Incorporated by reference to the exhibits filed with the Registrant's
annual report on Form 10-K for the period ended June 30, 1994.
(5) Incorporated by reference to the exhibits filed with the Registrant's
quarterly report on Form 10-Q for the period ended December 31, 1996 as
filed on February 14, 1997.
(6) Incorporated by reference to the exhibit filed with the Registrant's annual
report on form 10-K for the period ended June 30, 1995.
(7) Incorporated by reference to exhibits filed with the Registrant's quarterly
report on Form 10-Q for the period ended December 31, 1995.
(8) Incorporated by reference to the exhibit to the Company's current Report on
Form 8-K filed February 22, 1996.
(9) Incorporated by reference to the exhibit to the Company's form S-3/A filed
June 7, 1996.
(10) Incorporated by reference to the exhibit to the Company's Post-Effective
Amendment No. 1 to Registration Statement on Form S-3 filed June 20, 1996.
6
<PAGE> 9
(11) Incorporated by reference to exhibits filed with the Registrant's
registration statement on form S-8, file number 33-31722 filed with the
Securities and Exchange Commission on February 27, 1996.
(12) Incorporated by reference to exhibits filed with Registrant's registration
statement on form S-3A, Amendment No. 2, file number 333-27931 filed with
the Securities and Exchange Commission on August 12, 1997. Confidential
treatment has been requested with respect to certain portions.
7
