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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): August 24, 1998
Uniphase Corporation
(Exact name of Registrant as Specified in its Charter)
Delaware 0-22874 94-2579683
(State of Other (Commission File (IRS Employer Identification
Jurisdiction No.) No.)
of Incorporation)
163 Baypointe Parkway, San Jose, California 95134
(Address of Principal Executive Offices) (Zip Code)
(408) 434-1800
(Registrant's Telephone Number, Including Area Code)
This form 8-K/A amends Item 7 of that certain Form 8-K filed with the
Securities and Exchange Commission on June 24, 1998 (the "Original Form
8- K") by including the financial statements and pro forma financial
information referred to below.
Item 7. Financial Statements, Pro Forma Information and Exhibits
(a) Financial Statements of Business Acquired
(1) Report of Independent Auditors.
(2) Philips Optoelectronics, a division of
Koninklijke Philips Electronics,
N.V., balance sheets as of December
31, 1997 and 1996 and the related statements of
operations and cash flows for each of the three
years in the period ended December 31, 1997.
(3) Notes to Financial Statements of Philips
Optoelectronics, a Division of
Koninklijke Philips Electronics, N.V.
'REPORT OF INDEPENDENT AUDITORS
'With Financial Statements
' Years ended December 31, 1997 and 1996
'of
'PHILIPS OPTOELECTRONICS, A DIVISION
'OF KONINKLIJKE PHILIPS ELECTRONICS N.V.,
'EINDHOVEN, THE NETHERLANDS
REPORT OF INDEPENDENT AUDITORS
To the Board of Directors of Uniphase Corporation
We have audited the accompanying balance sheets of Philips
Optoelectronics, a Division of Koninklijke Philips Electronics N.V.,
Eindhoven, the Netherlands, as of December 31, 1997 and 1996, and the
related statements of operations and cash flows for each of the three
years in the period ended December 31, 1997. These financial statements
are the responsibility of the Division's management. Our
responsibility is to express an opinion on these financial statements
based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that
we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Philips
Optoelectronics, a Division of Koninklijke Philips Electronics N.V.,
Eindhoven, the Netherlands at December 31, 1997 and 1996 and the
results of operations and its cash flows for each of the three years in
the period ended December 31, 1997 in conformity with accounting
principles generally accepted in the United States of America.
Eindhoven, the Netherlands
August 24, 1998
Moret Ernst & Young Accountants
PHILIPS OPTOELECTRONICS,
A DIVISION OF KONINKLIJKE PHILIPS ELECTRONICS N.V.
BALANCE SHEETS (NLG'000)
December 31,
-------------------
1997 1996
--------- ---------
Assets:
Current assets:
Accounts receivable....................... 11,273 7,418
Inventories............................... 7,321 7,553
--------- ---------
18,594 14,971
Fixed assets..............................
Property, plant and equipment, net........ 12,677 9,143
--------- ---------
Total assets.............................. 31,271 24,114
========= =========
Liabilities and Division Equity
Current Liabilities:
Accounts payable.......................... 2,687 1,694
Accruals and deferred income.............. 2,461 518
Accrued payroll costs..................... 719 512
Taxes payable............................. 620 473
Provision for warranty costs.............. 550 550
--------- ---------
7,037 3,747
Division equity:
Head Office current account............... 24,234 20,367
--------- ---------
Total liabilities and division equity..... 31,271 24,114
========= =========
The accompanying notes form an integral part of these financial
statements.
PHILIPS OPTOELECTRONICS,
A DIVISION OF KONINKLIJKE PHILIPS ELECTRONICS N.V.
STATEMENTS OF OPERATIONS (NLG'000)
Years ended December 31,
------------------- ---------
1997 1996 1995
--------- --------- ---------
Net sales................................. 60,601 40,320 39,096
Cost of sales............................. (40,842) (35,799) (28,803)
--------- --------- ---------
Gross profit/ (loss) 19,759 4,521 10,293
--------- --------- ---------
Operating expenses
Research and development expenses......... (7,720) (7,358) (10,346)
Selling, general and
administrative expenses................. (6,331) (5,502) (4,331)
--------- --------- ----------
Total operating expenses.................. (14,051) (12,860) (14,677)
--------- --------- ----------
Income/ (loss) from operating activities.. 5,708 (8,339) (4,384)
Other income / (expense), net............. (1,403) 10,941 10,138
--------- --------- ----------
Income/ (loss) before income taxes........ 4,305 2,602 5,754
Notional income tax expense............... (1,507) (911) (2,014)
--------- --------- ----------
Net income................................ 2,798 1,691 3,740
========= ========= =========
The accompanying notes form an integral part of these financial
statements.
PHILIPS OPTOELECTRONICS,
A DIVISION OF KONINKLIJKE PHILIPS ELECTRONICS N.V.
STATEMENTS OF CASH FLOWS (NLG'000)
Years ended December 31,
------------------- ---------
1997 1996 1995
--------- --------- ---------
Cash flow from operating activities:
Net income................................ 2,798 1,691 3,740
Adjustments to reconcile net income/ (loss)
to net cash provided by
operating activities:
Depreciation.............................. 2,212 1,244 1,621
Changes in operating assets and
liabilities:
Accounts receivable....................... (3,855) (2,812) (2,875)
Inventories............................... 232 2,094 (6,858)
Accounts payable and other
current liabilities..................... 3,290 (4,084) 4,700
--------- --------- ---------
Net cash provided by/ (used in) operating
activities.............................. 4,677 (1,867) 328
--------- --------- ---------
Cash flow from investing activities
Investments in property, plant
and equipment........................... (5,746) (3,319) (5,650)
Cash flow from financing activities
Net cash provided by (to) Koninklijke
Philips Electronics N.V................. 1,069 5,186 5,322
--------- --------- ---------
-- -- --
========= ========= =========
The accompanying notes form an integral part of these financial
statements.
PHILIPS OPTOELECTRONICS,
A DIVISION OF KONINKLIJKE PHILIPS ELECTRONICS N.V.
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1997, 1996 AND 1995
NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION
Philips Optoelectronics has operated as a business unit of
Koninklijke Philips Electronics N.V., Eindhoven, The Netherlands. The
accompanying financial statements include the assets and liabilities
and the related net sales and expenses that are directly related to
Philips Optoelectronics' operations on a historical basis.
Philips Optoelectronics is in the business of, among other things,
designing, developing, manufacturing, marketing and selling
optoelectronic components, modules and subsystems in the global
telecommunications, cable television, multimedia and printing
industries.
Philips Optoelectronics had no separate legal status in the years 1995,
1996 and 1997 as it was an integral part of the Research Division of
Koninklijke Philips Electronics N.V.. As a result, separate accounting
records have not been maintained for the Philips Optoelectronics
operations as acquired by Uniphase Corporation under the Purchase
Agreement of May 29, 1998 (the "Master Purchase Agreement") (see note
8). The accompanying financial statements have been prepared from the
historical accounting records of Koninklijke Philips Electronics N.V..
Since all financing, cash receipts and disbursements were undertaken by
Koninklijke Philips Electronics N.V. for Philips Optoelectronics, these
financial statements do not show liquid asset balances. All financing,
cash receipts and disbursements since January 1, 1995 are recorded in
the Head Office current account. At the end of each year, the net
income is credited to the Head Office current account.
The Dutch guilder is considered to be the functional currency of
Philips Optoelectronics. Accounts denominated in other currencies are
translated into Dutch guilders at the approximate rates of exchange in
effect at the dates of the underlying transactions. Exchange
differences are considered to be immaterial and are charged to
operations.
The accompanying financial statements are prepared in accordance with
generally accepted accounting principles in the United States of
America.The preparation of the financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the amounts reported in the
financial statements and accompanying notes. Actual results could
differ from those estimates.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
Inventories
Inventory is stated at the lower of cost(first-in, first-out method)or
market value. Cost of raw materials approximates actual purchase
prices. Cost of work in process and finished goods comprises direct
product costs and manufacturing overhead, based on the stage of
completion of these goods.
Property, plant and equipment
Property, plant and equipment are stated at cost. Depreciation is
provided on a straight-line basis over the estimated useful lives
(production and research machinery and equipment 7-10 years).
Provision for warranty costs
The Company generally warrants its products for a period of up to 12
months from shipment for material and labor to repair or replace the
product; accordingly, a provision for the estimated warranty cost is
recorded.
Revenue recognition
Sales and cost of sales are recorded at the same time sales
transactions are considered complete, which is generally the date
products are shipped to customers. Net sales comprises the gross sales
minus discounts and commissions.
Income taxes
Since Philips Optoelectronics has operated as a part of a division of
Koninklijke Philips Electronics N.V., its results have not been subject
to taxation on a basis comparable to that applicable to an unaffiliated
independent company. For financial reporting purposes, a notional
income tax charge is shown. The annual tax charge is computed on the
reported profit before income tax at the approximate average income tax
rate of 35%, which would be applicable to a company operating in
Eindhoven, the Netherlands.
NOTE 3 - INVENTORIES
Inventories comprise the following (NLG'000):
December 31,
-------------------
1997 1996
--------- ---------
Raw materials............................. 4,478 6,672
Work in process........................... 423 666
Finished goods............................ 2,420 215
--------- ---------
Total inventories......................... 7,321 7,553
========= =========
NOTE 4 - PROPERTY, PLANT & EQUIPMENT
Property, plant and equipment comprises the following (NLG'000):
December 31,
-------------------
1997 1996
--------- ---------
Cost of production and research
machinery and equipment................... 31,454 25,708
Accumulated depreciation.................. (18,777) (16,565)
--------- ---------
Net book value............................ 12,677 9,143
========= =========
NOTE 5 - PENSIONS
The personnel of Philips Optoelectronics were members of the defined
benefit pension plan of Koninklijke Philips Electronics N.V.. For the
financial reporting purposes of Philips Optoelectronics, this plan has
the characteristics of a multi-employer plan. The pension plan is
funded by contributions from the employer. The defined benefit plan is
considered to be fully funded through current contributions.
The total pension plan expense charged to operations amounted to
approximately NLG 492,000 in 1997, NLG 622,000 in 1996 and NLG 431,000
in 1995.
NOTE 6 - TRANSACTIONS WITH HEAD OFFICE
The Head Office current account balance included in the balance sheet
represents a net balance as a result of the various transactions
between Philips Optoelectronics and its Head Office. There are no
terms of settlement or interest charges associated with the account
balance. The balance is primarily the result of Philips
Optoelectronics' participation in the Head Office's central cash
management program, wherein all Philips Optoelectronics' cash receipts
are remitted to the Head Office and all cash disbursements are funded
by the Head Office.
An analysis of transactions in the Head Office current account for each
of the three years in the period ended December 31, 1997 follows
(NLG'000):
December 31,
-----------------------------
1997 1996 1995
--------- --------- ---------
Balance at the beginning of year.......... 20,367 13,490 4,428
Customer payments directly to
Head Office............................. (56,988) (37,563) (35,474)
Expenditure for property, plant
and equipment........................... 5,746 3,319 5,650
Miscellaneous expenses, net of items
not requiring disbursement of cash...... 50,804 49,460 43,270
Insurance proceeds received directly by
Head Office............................. -- (10,941) (10,138)
Notional income tax expense............... 1,507 911 2,014
Net income................................ 2,798 1,691 3,740
--------- --------- ---------
Balance at end of year 24,234 20,367 13,490
--------- --------- ---------
Average balance during year 22,301 16,929 8,959
--------- --------- ---------
The Eindhoven Research laboratory of Koninklijke Philips Electronics
N.V. provides various services to Philips Optoelectronics for which
charges are made on the basis of allocations of the total costs of the
Eindhoven Research Laboratory. Such allocations of the costs of
corporate services, production, clean room and other facilities,
information services, etc to Philips Optoelectronics were made based on
the estimated usage of such services. In the opinion of management
this method of allocation is reasonable. No charges have been made for
the use of existing Philips patents and know-how.
Philips Key Modules, a Division of Koninklijke Philips Electronics,
acts as a sales agent for Philips Optoelectronics. Philips Key Modules
accounted for approximately 60%, 40% and 23% of net sales for the years
ended December 31, 1997, 1996 and 1995, respectively.
NOTE 7 - OTHER INCOME/ (EXPENSE), NET
Other income in the years 1995 and 1996 comprises the cash received
from business interruption insurance which was allocated to the
Optoelectronics operations in connection with the damages resulting
from a fire in August 1994.
The 1997 other expense relates to consultancy fees for an investigation
into the future viability of the Company in connection with the
anticipated sale of the Optoelectronics business.
NOTE 8 - SUBSEQUENT EVENT
On June 9, 1998 Philips Optoelectronics was acquired by Uniphase
Corporation and its name was changed to Uniphase Netherlands B.V..
_____________________
Pro Forma Financial Information
Item 7. Financial Statements, Pro Forma Information and Exhibits
(Continued)
(b) Pro Forma Financial Information
On June 9, 1998, Uniphase Corporation (the "Company")
acquired 100% of the capital stock of Philips
Optoelectronics, B.V. ("OPTO") from Koninklijke Philips
Electronics, N.V. ("Philips"). The total purchase price
of $135.4 million consisted of 3.26 million shares of
common stock, cash of $100,000 and $4.0 million in
related acquisition costs.
At the closing of OPTO, Philips became the largest
stockholder of record at 8.5% of Uniphase's outstanding
common stock. Philips also appointed one representative
to Uniphase's Board of Directors upon the closing. In
addition to the Common Stock issued to Philips, Uniphase
issued 100,000 shares of Series A convertible preferred
stock to Philips as part of the consideration for the
acquired business. The number of shares of Common Stock
to be issued upon conversion of this preferred stock is
tied to unit shipments of certain products by Uniphase
Netherlands during the four year period ending June 30,
2002.
The Unaudited Pro Forma Condensed Combined Statement of
Operations for the nine months ended March 31, 1998 and
the fiscal year ended June 30, 1997, and the Unaudited
Pro Forma Condensed Balance Sheet at March 31, 1998,
should be read in conjunction with the consolidated
financial statements of the Company, as previously filed
and the financial statements of OPTO included herein.
Those financial statements are based on the historical
financial statements of the Company and OPTO after
giving effect to the acquisition under the purchase
method of accounting and the assumptions and adjustments
described in the accompanying Notes to the Unaudited Pro
Forma Condensed Combined Statements of Operation. The
pro forma information does not purport to be indicative
of the results which would have been reported if the
above transaction had been in effect for the periods
presented or which may result in the future.
The Unaudited Pro Forma Condensed Combined Statements of
Operations are presented as if the operations of the
Company and OPTO had been combined as of July 1, 1996.
The Unaudited Pro Forma Condensed Combined Statement of
Operations for the year ended June 30, 1997 combines the
year ended June 30, 1997 for the Company and the twelve
month period ended June 30, 1997 for OPTO. The Unaudited
Pro Forma Condensed Combined Statement of Operations for
the nine months ended March 31, 1998 combines the nine
months ended March 31, 1998 for the Company and for
OPTO. The Unaudited Pro Forma Statement of Operations
for OPTO have been converted to U.S. dollar at an
average exchange rate for the respective periods
presented.
The Unaudited Pro Forma Condensed Combined Balance Sheet
is presented to give effect to the proposed transaction
as if it had occurred on March 31, 1998 and combines the
balance sheet of the Company as of March 31, 1998 with
the balance sheet of OPTO as of March 31, 1998.
Pro Forma Condensed Combined Consolidated
Statements of Operations (Unaudited)
March 31, 1998
(in thousands, except per share data)
Nine Month Period Ended March 31, 1998
------------------------------------------
Pro Pro
Forma Forma
Adjust- Uniphase
Uniphase OPTO ments Combined
--------- --------- --------- ---------
[S]
Net sales................... $126,895 $22,808 ($1,707)(B) $147,996
Cost of sales............... 64,311 20,070 (1,502)(B) 82,879
--------- --------- --------- ---------
Gross profit 62,584 2,738 (205) 65,117
Operating expenses:
Research and development.. 9,999 3,126 -- 13,125
Royalty and license....... 1,631 -- -- 1,631
Selling, general, and
administrative........... 19,343 1,308 4,127 (A) 24,778
Acquired in-process
research and development. 6,568 -- -- 6,568
--------- --------- --------- ---------
Total operating expenses.... 37,541 4,434 4,127 46,102
--------- --------- --------- ---------
Income (loss) from
operations................. 25,043 (1,696) (4,332) 19,015
Interest and other
income, net................ 2,270 (699) -- 1,571
--------- --------- --------- ---------
Income (loss) before
income taxes............... 27,313 (2,395) (4,332) 20,586
Income tax expense
(benefit).................. 12,028 (839) (327)(C) 10,862
--------- --------- --------- ---------
Net income (loss)........... $15,285 ($1,556) ($4,005) $9,724
========= ========= ========= =========
Basic earnings (loss)
per share.................. $0.44 $0.28
========= =========
Dilutive earnings (loss)
per share.................. $0.41 $0.26
========= =========
Average number of shares
outstanding................ 34,412 34,412
========= =========
Average number of shares
outstanding assuming
dilution .................. 36,952 36,952
========= =========
See accompanying notes to unaudited pro forma condensed combined
financial statements.
Pro Forma Condensed Combined Consolidated
Statements of Operations (Unaudited)
June 30, 1997
(in thousands, except per share data)
Twelve Month Period Ended June 30, 1997
------------------------------------------
Pro Pro
Forma Forma
Adjust- Uniphase
Uniphase OPTO ments Combined
--------- --------- --------- ---------
[S]
Net sales................... $106,966 $25,629 ($1,029)(B) $131,566
Cost of sales............... 57,411 26,432 (1,061)(B) 82,782
--------- --------- --------- ---------
Gross profit 49,555 (803) 32 48,784
Operating expenses:
Research and development.. 9,312 3,997 -- 13,309
Royalty and license....... 1,380 -- -- 1,380
Selling, general, and
administrative........... 22,401 1,982 5,503 (A) 29,886
Acquired in-process
research and development. 33,314 -- -- 33,314
--------- --------- --------- ---------
Total operating expenses.... 66,407 5,979 5,503 77,889
--------- --------- --------- ---------
Income (loss) from
operations................. (16,852) (6,782) (5,471) (29,105)
Interest and other
income, net................ 3,430 4,544 -- 7,974
--------- --------- --------- ---------
Income (loss) before
income taxes............... (13,422) (2,238) (5,471) (21,131)
Income tax expense
(benefit).................. 5,432 (783) 224 (C) 4,873
--------- --------- --------- ---------
Net income (loss)........... ($18,854) ($1,455) ($5,695) ($26,004)
========= ========= ========= =========
Basic earnings (loss)
per share.................. ($0.57) ($0.72)
========= =========
Dilutive earnings (loss)
per share.................. ($0.57) ($0.72)
========= =========
Average number of shares
outstanding................ 32,964 36,224
========= =========
See accompanying notes to unaudited pro forma condensed combined
financial statements.
Pro Forma Condensed Combined Consolidated
Balance Sheet (Unaudited)
March 31, 1998
(in thousands)
Pro Pro
Forma Forma
Adjust- Uniphase
Uniphase OPTO ments Combined
--------- --------- --------- ---------
Assets:
Cash and cash equivalents... $45,501 -- ($4,100)(A) $41,401
Short-term investments...... 46,958 -- -- 46,958
Accounts receivable......... 30,502 4,464 (427)(B) 34,539
Inventories................. 19,256 5,934 -- 25,190
Other current assets........ 12,831 -- -- 12,831
--------- --------- --------- ---------
Total current assets........ 155,048 10,398 (4,527) 160,919
Property, plant, and
equipment, net............. 45,407 5,957 -- 51,364
Other assets................ 11,903 -- 38,374 (A) 50,277
--------- --------- --------- ---------
Total assets................ $212,358 $16,355 $33,847 $262,560
========= ========= ========= =========
Liabilities and
Stockholders' Equity:
Accounts payable............ $11,151 $3,032 -- $14,183
Other accrued expenses...... 18,332 7,333 -- 25,665
--------- --------- --------- ---------
Total current liabilities... 29,483 10,365 -- 39,848
Other non-current
liabilities................ 3,161 1,921 -- 5,082
(427)(B)
(4,069)(A)
(93,000)(A)
Stockholders' equity........ 179,714 4,069 131,343 (A) 217,630
--------- --------- --------- ---------
Total liabilities and
stockholders' equity....... $212,358 $16,355 $33,847 $262,560
========= ========= ========= =========
See accompanying notes to unaudited pro forma condensed combined
financial statements.
Notes to Unaudited Pro Forma
Condensed Combined Financial Statements
(A) In June 1998, the Company acquired OPTO. The total purchase price
of $135.4 million included 3.26 million shares of Uniphase common
stock, $100,000 in cash and estimated direct costs of $4.0 million.
Of the total purchase price, $93.0 million has been allocated to in-
process research and development and charged to expense. The remaining
$42.4 million of the total purchase price has been allocated to
specifically identifiable assets acquired. The intangible assets
acquired of approximately $38.5 million will be amortized over an
average estimated useful life in accordance with Uniphase policies for
intangible assets. The related amortization is reflected as a pro forma
adjustment to the Unaudited Pro Forma Condensed Combined Statements of
Operations.
The purchase price allocation is preliminary subject to change based on
the Company's final analysis.
(B) Reflects the elimination of sales from OPTO to Uniphase.
(C) The pro forma combined provisions for income taxes do not
represent the amounts that would have resulted had Uniphase and
OPTO filed consolidated income tax returns during the periods
presented. The pro forma adjustments have been tax effected at
the Company's incremental tax rate of approximately 40%.
Item 7. Financial Statements, Pro Forma Information and Exhibits
(continued)
(c) Exhibits
The Exhibit Index appearing on page 19 is incorporated by
reference.
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
\s\ Anthony R. Muller
Anthony R. Muller
Senior Vice President of Finance and CFO
Date: August 24, 1998
EXHIBIT INDEX
Exhibit Description
10.1 Master Purchase Agreement dated as of May 29, 1998, by and among
Koninklijke Philips Electronics N.V., Uniphase Corporation,
Uniphase Opto Holdings, Inc., and Uniphase International C.V.
incorporated by reference to exhibits of Registrant's Form 8-K
filed on June 24, 1998).
10.2 Stockholder Agreement dated as of June 9, 1998, by and between
Uniphase Corporation and Koninklijke Philips Electronics N.V.
(incorporated by reference to exhibits of Registrant's Form 8-K
filed on June 24, 1998).
10.3 Certificate of Designation of the Series A Preferred Stock dated as
of May 29, 1998, executed by Uniphase Corporation (incorporated by
reference to exhibits of Registrant's Form 8-K filed on June 24,
1998).
10.4 Series A Preferred Conversion and Redemption Agreement dated as of
June 9, 1998, by and between Uniphase Corporation and Koninklijke
Philips Electronics N.V. (incorporated by reference to exhibits of
Registrant's Form 8-K filed on June 24, 1998).
10.5 Asset Sale Agreement (Foreign Intangible Assets) dated as of June
9, 1998, by and between Uniphase Corporation and Koninklijke
Philips Electronics N.V. (incorporated by reference to exhibits of
Registrant's Form 8-K filed on June 24, 1998).
10.6 Asset Sale Agreement (Foreign Intangible Assets) dated as of June
9, 1998, by and between Uniphase Corporation and Koninklijke
Philips Electronics N.V. (incorporated by reference to exhibits of
Registrant's Form 8-K filed on June 24, 1998).
10.7 Lease dated as of June 9, 1998 between Uniphase Netherlands B.V.
and Nederlandse Philips Bedrijven B.V. (incorporated by reference
to exhibits of Registrant's Form 8-K filed on June 24, 1998).
10.8 Lease dated as of June 9, 1998 between Uniphase Netherlands B.V.
and Nederlandse Philips Bedrijven B.V. (incorporated by reference
to exhibits of Registrant's Form 8-K filed on June 24, 1998).
10.9 Site Services Agreement dated as of June 9, 1998 between Uniphase
Netherlands B.V. and Nederlandse Philips Bedrijven B.V.
(incorporated by reference to exhibits of Registrant's Form 8-K
filed on June 24, 1998).
23.1 Consent of Moret Ernst & Young Accountants, Independent Auditors.
EXHIBIT 23.1
CONSENT OF MORET ERNST & YOUNG ACCOUNTANTS, INDEPENDENT
AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8 No. 33-74716) pertaining to the Uniphase
Corporation 1984 Amended and Restated Stock Plan, the 1993
Flexible Stock Incentive Plan, the 1993
Employee Stock Purchase Plan; the Registration Statement
(Form S-8 No. 33-31722) pertaining to the Uniphase Corporation
Amended and Restated 1993 Flexible Stock Incentive Plan; the
Registration Statement (Form S-8 No. 333-09937) pertaining to
the Uniphase Telecommunications Products, Inc. 1995 Flexible
Stock Incentive Plan; the Registration Statement (Form S-8
No. 333-39423) pertaining to the Uniphase Corporation Amended
and Restated 1993 Flexible Stock Incentive Plan;
and the 1996 Nonqualified Stock Option
Plan; and the Registration Statement (Form S-3 No. 333-27931)
of Uniphase Corporation and in the related Prospectus of our
report dated August 19, 1998, with respect to the financial
statements of Philips Optoelectronics, a Division of
Koninklijke Philips Electronics N.V., Eindhoven, the
Netherlands included in the Current Report on Form 8-K/A
dated August 24, 1998, filed with the Securities and
Exchange Commission.
Moret Ernst & Young Accountants
Eindhoven, the Netherlands
August 24, 1998
