UNITED STATES
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
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 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement [ ] Soliciting Material Pursuant to
sec.240.14a-11(c) or sec.240.14a-12
[ ] Definitive Proxy Statement [ ] Confidential, for Use of the
Commission Only
[ ] Definitive Additional Materials (as permitted by Rule 14a-6(e)(2))
JDS Uniphase Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] 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 previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
JDS UNIPHASE CORPORATION
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD SEPTEMBER 28, 1999
The Special Meeting of Stockholders of JDS Uniphase Corporation, a
Delaware corporation (the "Company") will be held at the Company's
corporate headquarters located at 163 Baypointe Parkway, San Jose,
California 95134, on Tuesday, September 28, 1999 at _______ 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, par value $.001 per share, which the Company
is authorized to issue from 200,000,000 shares to 300,000,000
shares.
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 August 24, 1999 as
the record date for determining the stockholders having the right to notice of
and to vote at the special meeting. The foregoing item of business is more
fully described in the Proxy Statement which is attached hereto and made a
part hereof.
By Order of the Board of Directors,
Anthony R. Muller
Secretary
San Jose, California
___________, 1999
IMPORTANT: WHETHER OR NOT YOU EXPECT TO ATTEND THE SPECIAL MEETING IN
PERSON, YOU ARE URGED TO MARK, SIGN, DATE AND RETURN THE ENCLOSED PROXY
CARD AS PROMPTLY AS POSSIBLE IN THE POSTAGE-PREPAID ENVELOPE PROVIDED TO
ENSURE YOUR REPRESENTATION AND THE PRESENCE OF A QUORUM AT THE SPECIAL
MEETING. IF YOU SEND IN YOUR PROXY CARD AND THEN DECIDE TO ATTEND THE
SPECIAL MEETING TO VOTE YOUR SHARES IN PERSON, YOU MAY STILL DO SO.
YOUR PROXY IS REVOCABLE IN ACCORDANCE WITH THE PROCEDURES SET FORTH IN
THE PROXY STATEMENT.
JDS UNIPHASE CORPORATION
163 Baypointe Parkway
San Jose, California 95134
PROXY STATEMENT
Special Meeting of Stockholders
To Be Held September 28, 1999
The enclosed proxy is solicited on behalf of the Board of
Directors of JDS Uniphase Corporation, a Delaware corporation (the
"Company"), for use at the Special Meeting of Stockholders (the
"Special Meeting") to be held at _________ a.m. Pacific time, at the
Company's corporate headquarters located at 163 Baypointe Parkway, San
Jose, California 95134, on September 28, 1999, and at any adjournment or
postponement thereof. Only holders of the Company's Common Stock and
Special Voting Share of record on August 24, 1999 will be entitled to
vote.
VOTING, VOTE REQUIRED AND REVOCATION
Each stockholder of the Company's common stock, par value $.001 per share
("Common Stock"), is entitled to one vote for each share of common stock owned
as of the record date and CIBC Mellon Trust Company (the "Trustee"), the
holder of the Company's Special Voting Share, is entitled to one vote for each
exchangeable share of JDS Uniphase Canada Ltd., a subsidiary of the Company
("Exchangeable Shares"), outstanding as of the record date (other than
Exchangeable Shares owned by the Company and its affiliates). Holders of
Common Stock and the Special Voting Share are collectively referred to as
"Stockholders." Votes cast with respect to Exchangeable Shares will be voted
through the Special Voting Share by the Trustee as directed by the holders of
Exchangeable Shares, except votes cast with respect to Exchangeable Shares
whose holders request to vote directly, in person as proxy for the Trustee, at
the Special Meeting.
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 the
votes attached to all outstanding shares of Common Stock and the Special
Voting Share, voting together as a single class. Stockholders of record
at the close of business on August 24, 1999 (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,
100,000 shares of the Company's Series A Preferred Stock were issued and
outstanding, one share of the Company's Special Voting Stock was issued
and outstanding, and ___________ Exchangeable Shares were issued and
outstanding (excluding Exchangeable Shares owned by the Company and its
affiliates which are not voted). Each Exchangeable Share is
exchangeable at any time, at the option of its holder, for one share of
the Company's Common Stock.
All shares of Common Stock and the Special Voting Share
represented by valid proxies will be voted in accordance with the
instructions contained therein. Votes with respect to Exchangeable
Shares represented by valid voting instructions received by the Trustee,
will be cast by the Trustee in accordance with the instructions. In the
absence of instructions, proxies from holders of Common Stock will be
voted FOR the Amendment. If no instructions are received by the Trustee
from a Holder of Exchangeable Shares, the votes to which such holder is
entitled will not be exercised. Shares of Common Stock and votes cast by
the Trustee through the Special Voting Share represented by proxies or
instructions 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 prior to the meeting, 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. Holders of Exchangeable Shares who wish to direct the
Trustee to cast the votes attached to the Special Voting Share on their
behalf should follow carefully the instructions provided by the Trustee,
which accompany this Proxy Statement. The procedure for instructing the
Trustee differs in certain respects, from the procedure for delivering a
proxy, including the place for depositing the instructions and the
manner for revoking the proxy.
This Proxy Statement and the accompanying proxy were first sent by
mail to Common Stockholders, the Trustee for the Special Voting Share
and holders of Exchangeable Shares on or about __________, 1999. The
costs of this solicitation are being borne by the Company. The Company
may reimburse brokerage firms and other persons representing beneficial
owners of shares for their expenses in forwarding solicitation material
to such beneficial owners. Proxies and voting instructions may also be
solicited personally or by telephone, facsimile or telegram by certain
of the Company's directors, officers and regular employees, without
additional compensation.
PROPOSAL
AMENDMENT TO THE AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
In August, 1999, the Board of Directors declared advisable and
unanimously approved an Amendment to increase the aggregate number of
shares of Common Stock which the Company is authorized to issue from
200,000,000 shares to 300,000,000 shares. 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 Amended and
Restated 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. This 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 Corporation is authorized
to issue is three hundred one million (301,000,000) shares.
Three hundred million (300,000,000) 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 the Record Date, of the Company's 200,000,000 authorized
shares of Common Stock, ___________ shares were issued and outstanding,
including shares issuable upon exchange of Exchangeable Shares,
___________ shares were reserved for issuance pursuant to the Company's
Amended and Restated 1993 Flexible Stock Incentive Plan, 1996
Nonqualified Stock Option Plan, 1998 Employee Stock Purchase Plan, 1999
Canadian Employee Stock Purchase Plan, JDS FITEL Inc. 1994 and 1996
Stock Option Plans, Broadband Communications Products, Inc. 1992 Key
Employee Incentive Stock Option Plan, Broadband Communications
Products, Inc. 1997 Employee Stock Option Plan, and Broadband
Communications Products, Inc. 1997 Nonqualified Stock Option Plan
(collectively, the "Plans"), and _________ shares were available for
future issuance, but have not been reserved for any specific use. The
principal purpose of the proposed Amendment is to authorize additional
shares of Common Stock which will be available (i) for reservation and
issuance pursuant to the Plans, and (ii) 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.
If the proposed Amendment is adopted, the aggregate number of
authorized shares of Common Stock will be increased from 200,000,000
shares to 300,000,000 shares. If the Amendment were adopted, as of the
Record Date, ___________ shares would 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
Delaware General Corporations Law. If the Amendment is not approved,
(A) the number of authorized shares will remain the same, (B) the
Company will have insufficient shares available for issuance pursuant to
the Plans, and (C) management will have limited flexibility to do the
things described in clause (ii) above. The Board of Directors has not
taken formal action to issue any of the additional shares. Except for
issuances permitted by the Plans, the Board of Directors has no
immediate plans, understandings, agreements or commitments to issue any
of the additional shares of Common Stock.
There will be no change in the voting rights, dividend rights,
liquidation rights, preemptive rights or any other Stockholder rights as
a result of the proposed Amendment. 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.
The Board of Directors unanimously recommends a vote FOR the Amendment.
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, including the Company, 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 the Stockholders. Each outstanding share of
Common Stock includes one right to purchase from the Company one unit,
equal to one one-thousandth of a share of the Company's Series B
Preferred Stock, at a purchase price of $135 per unit, subject to
adjustment, for each share of Common Stock held by the holder. Each
outstanding Exchangeable Share includes one right to purchase from the
Company one Exchangeable Share at a purchase price of $135 per unit,
subject to adjustment, for each Exchangeable Share held by the holder.
The rights are attached to all certificates representing outstanding
shares of Common Stock and Exchangeable Shares, and no separate rights
certificates have been distributed.
Although the Company has no present intent to use the additional
authorized shares of Common Stock for such purposes, if the Amendment is
adopted, more capital stock of the Company would be available for such
purposes than is currently available.
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 August 16, 1999,
by (i) all persons who are beneficial owners of five percent (5%) or
more of the Company's Common Stock (including on exchange of
Exchangeable Shares), (ii) each director, (iii) certain executive
officers, and (iv) all directors and executive officers as a group.
As of August 16, 1999, ________ shares of the Company's Common
Stock were outstanding, and as of the same date, _______ Exchangeable
Shares were outstanding. The amounts and percentages of Common Stock
beneficially owned are reported on the basis of regulations of the
Securities and Exchange Commission (the "Commission") governing the
determination of beneficial ownership of securities. Under the rules of
the Commission, a person is deemed to be a "beneficial owner" of a
security if that person has or shares "voting power," which includes
the power to vote or to direct the voting of such security, or
"investment power," which includes the power to dispose of or to
direct the disposition of such security. A person is also deemed to be
a beneficial owner of any securities of which that person has a right to
acquire beneficial ownership within 60 days. Under these rules, more
than one person may be deemed a beneficial owner of securities as to
which such person has no economic interest.
<TABLE>
<CAPTION>
Number of Shares
Beneficially Owned
------------------------
Name Number Percentage
- ---------------------------------------------- ------------ ----------
<S> <C> <C>
FEJ Holding Inc.(1)....................... 32,913,020 25.5%
9902 - 49th Street
P.O. Box 939
Yellowknife, NWT, Canada
FEJ Sales Inc.(1)......................... 5,085,500 5.0%
9902 - 49th Street
P.O. Box 939
Yellowknife, NWT, Canada
Philips Electronics B.V...................
Groenevousdseweg 1
5621 BA Eindhoven
The Netherlands
American Express(2).......................
American Express Tower
200 Vesey Street
New York, NY 10285
Executive Officers and Directors
Kevin N. Kalkhoven (3)..................
Jozef Straus, Ph.D. (4).................
Anthony R. Muller (5)...................
M. Zita Cobb (6)........................
Dan E. Pettit (7).......................
Michael C. Phillips (8).................
Frederick L. Leonberger (9).............
Leo Lefebvre (10).......................
Joseph Ip (11)..........................
Bruce D. Day (12).......................
Robert E. Enos (13).....................
Peter A. Guglielmi (14).................
Martin A. Kaplan (15)...................
John A. MacNaughton (16)................
Wilson Sibbett, Ph.D. (17)..............
William J. Sinclair (18)................
Casimir S. Skrzypczak (19)..............
All directors and executive officers
as a group (17 persons) (20)..............
</TABLE>
___________
* Less than 5%
(1) All shares are issuable upon exchange of the exchangeable shares of
JDS Uniphase Canada Ltd.
(2) As reported in a Schedule 13G filed on April 8, 1999, includes
2,595,526 shares as to which American Express Company has shared
voting power and 8,238,726 shares as to which it has dispositive
power.
(3) Includes _______ shares subject to stock options currently
exercisable or exercisable within 60 days of August 16, 1999.
(4) Includes ______ shares subject to stock options currently
exercisable or exercisable within 60 days of August 16, 1999 and
______ shares issuable upon exchange of the Exchangeable Shares of
JDS Uniphase Canada Ltd.
(5) Includes _____ shares subject to stock options currently exercisable
or exercisable within 60 days of August 16, 1999, and 9,520 shares
held by Mr. Muller's daughter.
(6) Includes _______ shares subject to stock options currently
exercisable or exercisable within 60 days of August 16, 1999.
(7) Includes________ shares subject to stock options currently
exercisable or exercisable within 60 days of August 16, 1999 and
_______ shares held by Kelly A. Pettit, Mr. Pettit's spouse.
(8) Includes _______ shares subject to stock options currently
exercisable or exercisable within 60 days of August 16, 1999
(9) Includes _______shares subject to stock options currently
exercisable or exercisable within 60 days of August 16, 1999, and
400 shares held by Katharine Leonberger and 400 shares held by
Gregory Leonberger, Mr. Leonberger's daughter and son, respectively.
(10) Includes _______ shares subject to stock options currently
exercisable or exercisable within 60 days of August 16, 1999.
(11) Includes ______ shares subject to stock options currently
exercisable or exercisable within 60 days of August 16, 1999.
(12) Includes _______ shares subject to stock options currently
exercisable or exercisable within 60 days of August 16, 1999 and
_____ shares issuable upon exchange of the Exchangeable Shares of
JDS Uniphase Canada Ltd.
(13) Includes _____ shares subject to stock options currently
exercisable or exercisable within 60 days of August 16, 1999 and
____ shares issuable upon exchange of the Exchangeable Shares of JDS
Uniphase Canada Ltd.
(14) Includes ____ shares subject to stock options currently
exercisable or exercisable within 60 days of August 16, 1999.
(15) Includes _____ shares subject to stock options currently
exercisable or exercisable within 60 days of August 16, 1999.
(16) Includes _____ shares subject to stock options currently
exercisable or exercisable within 60 days of August 16, 1999 and
_____ shares issuable upon exchange of Exchangeable Shares of JDS
Uniphase Canada Ltd.
(17) Includes _____ shares subject to stock options currently
exercisable or exercisable within 60 days of August 16, 1999.
(18) Includes ____ shares subject to stock options currently
exercisable or exercisable within 60 days of August 16, 1999 and
_____ shares issuable upon exchange of the Exchangeable Shares of
JDS Uniphase Canada Ltd.
(19) Includes _____ shares subject to stock options currently
exercisable or exercisable within 60 days of August 16, 1999.
(20) Includes ______ shares subject to stock options currently
exercisable or exercisable within 60 days of August 16, 1999, and
______ shares issuable upon exchange of the Exchangeable Shares of
JDS Uniphase Canada Ltd.
Other Business
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.
It is important that the proxies be returned promptly and your
shares be represented. Stockholders are urged to fill in, sign and
promptly return the accompanying proxy card in the enclosed envelope.
Holders of Exchangeable Shares are urged to follow the instructions
provided by the Trustee.
By Order of the Board of Directors,
Anthony R. Muller
Secretary
San Jose, California
___________, 1999
(..continued)
