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As filed with the Securities and Exchange Commission on August 28, 1998
Registration No. 333-____
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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)
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<S> <C>
DELAWARE 94-2579683
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
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163 Baypointe Parkway
San Jose, California 95134
(Address of Principal Executive Office, Including Zip Code)
UNIPHASE CORPORATION
1998 EMPLOYEE STOCK PURCHASE PLAN
AMENDED AND RESTATED 1993 FLEXIBLE STOCK INCENTIVE 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.
Janet S. Herman, Esq.
Morrison & Foerster LLP
755 Page Mill Road
Palo Alto, California 94304
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM
TITLE OF SECURITIES TO AMOUNT TO BE OFFERING PRICE PER PROPOSED MAXIMUM AGGREGATE AMOUNT OF
BE REGISTERED REGISTERED SHARE (1) OFFERING PRICE (1) REGISTRATION FEE
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Common Stock, $0.001 3,000,000 $52.4375 $147,187,500 $43,421
per value per share
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(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 August
27, 1998.
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.
1
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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 Statements on Form S-8, Commission File Nos. 333-09937
and 333-39423, 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 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; and
(3) the Company's Quarterly Reports on Form 10-Q filed on October 27,
1997, February 9, 1998 and May 11, 1998; Current Report on Form
8-K filed on June 24, 1998; and Form 8-K/A filed on August 12,
1997, October 6, 1997 and August 24, 1998.
Item 8. Exhibits.
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Exhibit
Number Description
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5.1 Opinion of Morrison & Foerster LLP, with respect to the
legality of the Common Stock to be registered hereunder.
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
23.4 Consent of Moret Ernst & Young Accountants, Independent
Auditors
25.1 Power of Attorney (contained in the signature page hereto)
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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 August 28,
1998.
UNIPHASE CORPORATION
By: /s/ Kevin N. Kalkhoven
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Kevin N. Kalkhoven
Chairman of the Board of Directors,
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Kevin N.
Kalkhoven and Anthony R. Muller, 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.
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Signature Capacity Date
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/s/ Kevin N. Kalkhoven Chairman of the Board of August 28, 1998
- ------------------------------ Directors, President and
Kevin N. Kalkhoven Chief Executive Officer
(Principal Executive
Officer)
/s/ Anthony R. Muller Vice President, Finance, August 28, 1998
- ------------------------------ Chief Financial Officer and
Anthony R. Muller Secretary (Principal
Financial and Accounting
Officer)
/s/ Robert C. Fink Director August 28, 1998
- ------------------------------
Robert C. Fink
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Signature Capacity Date
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Director August __, 1998
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Peter Guglielmi
Director August __, 1998
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Martin Kaplan
/s/ Catherine P. Lego Director August 28, 1998
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Catherine P. Lego
Director August __, 1998
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Stephen C. Johnson
/s/ Wilson Sibbett, Ph.D Director August 28, 1998
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Wilson Sibbett, Ph.D
/s/ Casimir S. Skrzypczak Director August 28, 1998
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Casimir S. Skrzypczak
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INDEX TO EXHIBITS
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Exhibit
Number Description
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5.1 Opinion of Morrison & Foerster LLP, with respect to the
legality of the Common Stock to be registered hereunder.
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
23.4 Consent of Moret Ernst & Young Accountants, Independent
Auditors
25.1 Power of Attorney (contained in the signature page hereto)
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Exhibit 5.1
August 27, 1998
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 3,000,000 shares of the Company's Common Stock, $0.001 par value (the
"Stock"). The Stock is reserved for issuance pursuant to the Company's 1998
Employee Stock Purchase Plan and pursuant to options granted or to be granted
under the Company's Amended and Restated 1993 Flexible Stock Incentive 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 LLP
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Morrison & Foerster LLP
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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 1998 Employee Stock Purchase Plan
and Amended and Restated 1993 Flexible Stock Incentive 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
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Ernst & Young LLP
San Jose, California
August 24, 1998
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EXHIBIT 23.3
CONSENT OF 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 1998 Employee Stock Purchase
Plan and Amended and Restated 1993 Flexible Stock Incentive 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 12, 1997,
filed with the Securities and Exchange Commission.
Zurich Switzerland ATAG Ernst & Young AG
August 24, 1998
/s/ Robert G. Wightman /s/ Yves Vontobel
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Robert G. Wightman Yves Vontobel
Chartered Accountant Certified Accountant
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EXHIBIT 23.4
CONSENT OF MORET ERNST & YOUNG ACCOUNTANTS, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Uniphase Corporation 1998 Employee Stock
Purchase Plan and Amended and Restated 1993 Flexible Stock Incentive Plan of
our report dated August 19, 1998, with respect to the financial statements of
Philips Optoelectronics, a Division of Koninklijke Philips Electronics N.V.
included in its Amendment No. 2 to the Current Report on Form 8-K/A dated
August 24, 1998, filed with the Securities and Exchange Commission.
/s/ Moret Ernst & Young Accountants
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Moret Ernst & Young Accountants
Eindhoven, the Netherlands
August 24, 1998
