================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------
FORM 8-K
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): June 30, 1999
JDS Uniphase Corporation
(Exact name of Registrant as Specified in its Charter)
Delaware
(State of Other Jurisdiction of Incoproration)
0-22874 94-2579683
(Commission File No.) (IRS Employer Identification No.)
163 Baypointe Parkway, San Jose, California 95134
(Address of Principal Executive Offices) (Zip Code)
(408) 434-1800
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
INFORMATION TO BE INCLUDED IN REPORT
Item 2. Acquisition or Disposition of Assets.
Effective June 30, 1999, pursuant to that certain Merger Agreement dated
January 28, 1999 (the "Merger Agreement"), as amended and restated as of
April 29, 1999, by and between JDS Uniphase Corporation, a Delaware
corporation (the "Registrant"), JDS Uniphase Canada Ltd. (formerly 3506967
Canada Inc.) ("Exchangeco"), and JDS FITEL Inc. ("JDS"), Registrant and
JDS combined in a transaction in which each JDS shareholder who was a Canadian
resident had the choice of receiving 0.50855 of a share of Registrant's common
stock or 0.50855 of a shares of Exchangeco stock ("Exchangeable Shares") for
each JDS common share they held. JDS shareholders who were not Canadian
residents received 0.50855 of a shares of Registrant's common stock. Options
to purchase JDS common shares ("JDS Options") became options to
purchase a number of shares of Registrant's common stock equal to 0.50855
multiplied by the number of JDS common shares subject to such JDS Options.
As a result of the transaction, Registrant owns all of the voting securities
of JDS. JDS is a Canadian high technology company that provides fiberoptic
components and modules, instruments and interconnect products for the growing
fiberoptic communications market.
The assets acquired by Registrant pursuant to the transaction include
all assets of JDS, which consist of, among other things, JDS's accounts
receivable, inventory, fixed and tangible personal property (including,
without limitation, all machinery, equipment, supplies, tools, furniture,
fixtures, hardware, and spare parts), intangible personal property, contracts,
and books and records. The assets acquired also include certain intellectual
property used in JDS's business.
In addition to the personal property assets acquired in the transaction,
Registrant also acquired, through JDS, ownership of a 500,000 square foot
manufacturing facility, leasehold interests in and to approximately
246,000 square feet of manufacturing facilities, and 54 acres of land on which
JDS is building a 257,000 square foot campus facility, all in Nepean, Ontario,
Canada.
Registrant currently anticipates that substantially all of the assets
acquired by Registrant will continue to be used by Registrant in conducting
the business of JDS as conducted when the same was acquired by Registrant.
The consideration paid by Registrant to JDS shareholders in connection
with the acquisition consisted of (1) 3,666,826 million newly issued
registered shares of Registrant's common stock, (2) 36,267,019 shares of
Exchangeable Shares of Exchangeco which are exchangeable for an equivalent
number of Registrant's common stock, and (3) direct transaction costs and
expenses estimated at $12 million. Registrant also issued options to purchase
4,110,260 shares of Registrant's common stock granted to JDS Uniphase
employees. The consideration paid at the closing of the acquisition was
determined through arms-length negotiations between Registrant and JDS,
which negotiations took into account Registrant's and JDS's business, financial
position, operating history, products, intellectual property and other
factors relating to Registrant's and JDS's businesses. In addition, all JDS
Options became options to purchase the number of shares of Registrant's common
stock equal to .50855 multiplied by the number of JDS common shares subject
to such JDS Options.
Prior to the combination, there were no material relationships between
Registrant and JDS or any of its affiliates, any director or officer of the
Registrant, or any associate of any such director or officer.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Businesses Acquired
The audited financial statements of JDS FITEL Inc. are incorporated by
reference to the Registrant's definitive proxy statement on Schedule 14A
filed with the Securities and Exchange Commission on June 2, 1999 (file
no. 000-22874).
(b) Pro Forma Financial Information
The unaudited pro forma combined financial information of Uniphase
Corporation and JDS FITEL Inc. are incorporated by reference to the
Registrant's definitive proxy statement on Schedule 14A filed with the
Securities and Exchange Commission on June 2, 1999 (file no. 000-22874).
(c) Exhibits
The Exhibit Index appearing on page 5 is incorporated herein by
reference.
<PAGE>
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.
JDS UNIPHASE CORPORATION
By: /s/ ANTHONY R. MULLER
------------------------
Anthony R. Muller
Senior Vice President,
Chief Financial Officer,
Secretary
(Principal Accounting Officer)
Dated: July 09, 1999
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
- --------- -----------------------------------------------------------------
<S> <C>
2.1 Merger Agreement by and among Uniphase Corporation, 3506967
Canada Inc. and JDS FITEL Inc., dated as of January 28, 1999
as amended and restated as of April 29, 1999 (incorporated by
reference to Registrant's preliminary Proxy Statement on
Schedule 14A filed on June 2, 1999 (file no. 000-22874))
2.2 Second Amended and Restated Rights Agreement dated June 28,
1999 (incorporated by reference to Registrant's Registration
Statement on Form 8-A 12G/A filed on June 30, 1999)
4.1 Exchangeable Share Provisions attaching to the exchangeable
shares of JDS Uniphase Canada Ltd. (formerly 3506967 Canada
Inc.) (incorporated by reference to Registrant's Proxy Statement
on Schedule 14A filed on June 2, 1999 (file no. 000-22874))
23.1 Consent of PriceWaterhouseCoopers LLP, independent auditors
99.1 Proxy Statement on Schedule 14A filed on June 2, 1999 (file
no. 000-22874)*
* Previously filed.
</TABLE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in this Current Report on Form 8-K of our report
dated July 03,1998, relating to the financial statements of JDS FITEL, Inc.
incorporated at Item 7 (a) by reference to the Proxy Statement dated June 2,
1999, (File No. 000-22874).
/s/ PriceWaterhouseCoopers LLP
Ottawa, Ontario
July 09, 1999
