As filed with the Securities and Exchange Commission on October 31,1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
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
Incorporation or Organization Identification Number)
163 Baypointe Parkway
San Jose, California 95134
(Address of Principal Executive Office, Including Zip Code)
UNIPHASE CORPORATION
AMENDED AND RESTATED 1993 FLEXIBLE STOCK INCENTIVE PLAN
1996 NONQUALIFIED STOCK OPTION PLAN
(Full Title of the Plans)
Kevin N. Kalkhoven
Chairman of the Board of Directors,
President and Chief Executive Officer
Uniphase Corporation
163 Baypointe Parkway
San Jose, California 95134
(Name and Address of Agent for Service)
(408) 434-1800
(Telephone Number, Including Area Code, of Agent for Service)
Copy to:
Michael C. Phillips, Esq.
Justin L. Bastian Esq.
Morrison & Foerster, LLP
755 Page Mill Road
Palo Alto, California 94304
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed Maximum Amount of
securities to Amount to be maximum offering aggregate offering Registration
be registered registered price per share price (1) fee
Common Stock, 1,525,000 $60.187 $91,785,938 $27,815.00
$0.001 par
value
per share
(1) Estimated solely for the purpose of calculating the registration
fee in accordance with Rule 457(h) and Rule 457(c) under the Securities
Act of 1933, based upon an average of the high and low prices of Uniphase
Corporation common stock reported on the Nasdaq National Market on
October 28, 1997.
In addition, pursuant to Rule 416(c) under the Securities Act, this
Registration Statement also covers an indeterminate amount of interests
to be offered or sold pursuant to the employee benefit plan described
herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
In accordance with General Instruction E to Form S-8, the contents of
the Registrant's Registration Statement on Form S-8, Commission File No. 333-
09937, including exhibits thereto, and the documents listed below are hereby
incorporated by reference into this Registration Statement and all documents
subsequently filed by the Registrant pursuant to Sections 13(a) , 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing such documents:
(1) the Registrant's Annual Report on Form 10-K for its fiscal year
ended June 30, 1997;
(2) the Registrant's Quarterly Report on Form 10-Q for its fiscal
quarter ended September 30, 1997;
(3) the description of the Registrant's Common Stock contained in the
Company's Registration Statement on Form 8-A filed with the
Commission on November 15, 1993; and
(4) the Registrant's Current Reports on Form 8-K/A filed on
August 12, 1997 and October 6, 1997, respectively.
Item 8. Exhibits.
Exhibit
Number Description
5.1 Opinion of Morrison & Foerster LLP, with respect to the
legality of the Common Stock to be registered hereunder.
10.1 Certificate of Amendment of Uniphase Corporation Amended and
Restated 1993 Flexible Stock Incentive Plan
23.1 Consent of Counsel (included in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP, Independent Auditors
23.3 Consent of ATAG Ernst & Young AG, Independent Auditors
25.1 Power of Attorney (contained in the signature page hereto)
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Uniphase Corporation, certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 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 October 31, 1997.
UNIPHASE CORPORATION
By: \s\ Kevin N. Kalkhoven
Kevin N. Kalkhoven
Chairman of the Board of Directors
and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Kevin
N. Kalkhoven and Danny E. Pettit, and each of them, as attorneys-in-fact, each
with the power of substitution, for him in any and all capacities, to sign any
amendment to this Registration Statement and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, granting to said attorneys-in-fact, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming the said attorney-
in-fact 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, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Capacity Date
\s\ Kevin N. Kalkhoven Chairman of the Board October 31, 1997
Kevin N. Kalkhoven of Directors and
Chief Executive
Officer (Principal
Executive Officer)
\s\ Danny E. Pettit Vice President, Finance, October 31, 1997
Danny E. Pettit Chief Financial Officer
and Secretary (Principal
Financial and Accounting
Officer)
\s\ William B. Bridges, Ph.D Director October 31, 1997
William B. Bridges, Ph.D
\s\ Robert C. Fink Director October 31, 1997
Robert C. Fink
\s\ Catherine P. Lego Director October 31, 1997
Catherine P. Lego
\s\ Stephen C. Johnson Director October 31, 1997
Stephen C. Johnson
\s\ Anthony R. Muller Director October 31, 1997
Anthony R. Muller
\s\ Wilson Sibbett, Ph.D Director October 31, 1997
Wilson Sibbett, Ph.D
\s\ Casimir S. Skrzypczak Director October 31, 1997
Casimir S. Skrzypczak
INDEX TO EXHIBITS
Exhibit
Number Description
5.1 Opinion of Morrison & Foerster LLP, with respect to the
legality of the Common Stock to be registered hereunder.
10.1 Certificate of Amendment of Uniphase Corporation Amended and
Restated 1993 Flexible Stock Incentive Plan.
23.1 Consent of Counsel (included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, Independent Auditors
23.3 Consent of ATAG Ernst & Young AG, Independent Auditors.
25.1 Power of Attorney (contained in the signature page hereto).
Exhibit 5.1
October 30, 1997
Uniphase Corporation
163 Baypointe Parkway
San Jose, California 95134
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be
filed by Uniphase Corporation, a Delaware corporation (the "Company"), with
the Securities and Exchange Commission (The "Registration Statement"),
relating to the registration under the Securities Act of 1933, as amended
of an aggregate of 1,525,000 shares of the Company's Common Stock, $0.001
par value (the "Stock"). The Stock is reserved for issuance pursuant to
options granted or to be granted under the Company's Amended and Restated
1993 Flexible Stock Incentive Plan and the Company's 1996 Nonqualified
Stock Option Plan. As counsel to the Company, we have examined the
proceedings taken by the Company in connection with the registration of the
Stock.
It is our opinion that the Stock, when issued and sold in the
manner described in the Registration Statement and the related Prospectus,
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 and any amendments thereto.
Very truly yours,
\s\ Morrison & Foerster
Exhibit 10.1
CERTIFICATE OF AMENDMENT
OF
UNIPHASE CORPORATION
AMENDED AND RESTATED 1993 FLEXIBLE
STOCK INCENTIVE PLAN
The undersigned, Dan E. Pettit, hereby certifies that:
000000001. He is the duly elected and acting Secretary of Uniphase
Corporation, a Delaware Corporation (the "Company").
2. Effective as of November 7, 1996, Article 3 of the Company's
Amended and Restated 1993 Flexible Stock Incentive Plan is amended in its
entirety to read as follows:
ARTICLE 3
STOCK SUBJECT TO THE PLAN
An aggregate of 2,125,000 shares of Stock shall be available for the
grant of stock options and the issuance of Stock under the Plan; provided
however that 191,667 of these shares of Stock shall not be available for
grant and issuance until one year from the date of approval of this amount
by the Stockholders of the Company at the Company's 1996 Annual Meeting of
Stockholders. If an option is surrendered (except surrender for shares of
Stock) or for any other reason ceases to be exercisable in whole or in
part, the shares which were subject to such option but as to which the
option had not been exercised shall continue to be available under the
Plan. Any Stock which is retained by the Company upon exercise of an
option in order to satisfy the exercise price for such option or any
withholding taxes due with respect to such option exercise shall be treated
as issued to the optionee and will thereafter not be available under the
Plan.
IN WITNESS HEREOF, the undersigned has set his hand hereunto this 31st
day of October, 1997.
\s\ Danny E. Pettit
Danny E. Pettit
Secretary
Exhibit 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Uniphase Corporation Amended and Restated 1993
Flexible Stock Incentive Plan and 1996 Nonqualified Stock Option Plan of
our reports dated July 30, 1997, with respect to the consolidated financial
statements of Uniphase Corporation incorporated by reference in its Annual
Report on Form 10-K for the year ended June 30, 1997 and the related
financial statement schedule included therein, filed with the Securities
and Exchange Commission.
\s\ Ernst & Young LLP
San Jose, California
October 31, 1997
Exhibit 23.3
CONSENT TO ATAG ERNST & YOUNG AG, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Uniphase Corporation Amended and Restated 1993
Flexible Stock Incentive Plan and 1996 Non Qualified Stock Option Plan of
our report dated May 7, 1997, with respect to the financial statements of
Laser Enterprise, a Division of International Business Machines, New York
included in its Amendment No. 3 to the Current Report on Form 8-K/A dated
August 11, 1997, filed with the Securities and Exchange Commission.
Zurich, Switzerland ATAG Ernst & Young AG
October 31, 1997
/s/ Kevin McCabe /s/ Yves Vontobel
Kevin McCabe Yves Vontobel
Chartered Accountant Certified Accountant
