<PAGE> 1
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:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
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)(1) 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:
- --------------------------------------------------------------------------------
<PAGE> 2
LOGO
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 10:00 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,
/s/ Anthony R. Muller
Anthony R. Muller
Secretary
San Jose, California
August 30, 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.
<PAGE> 3
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 10:00 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, 105,670,745 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 73,241,568 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 and will have the effect of a vote against the
Amendment. 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
<PAGE> 4
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 August 30, 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, 177,743,541 shares were issued and outstanding, including shares
issuable upon exchange of Exchangeable Shares, and 50,230,964 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").
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, 72,025,495 shares
would be available for issuance by the Board of Directors, without any
2
<PAGE> 5
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 Amendment. 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, 104,670,745 shares of the Company's Common Stock
were outstanding, and as of the same date, 73,072,796 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
3
<PAGE> 6
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>
5% STOCKHOLDERS
FEJ Holding Inc.(1)......................................... 32,913,020 23.9%
9902 -- 49th Street
P.O. Box 939
Yellowknife, NWT, Canada
FEJ Sales Inc.(1)........................................... 5,085,500 4.6%
9902 -- 49th Street
P.O. Box 939
Yellowknife, NWT, Canada
Philips Electronics B.V. ................................... 4,345,000 4.2%
Groenevousdseweg 1
5621 BA Eindhoven
The Netherlands
American Express(2)......................................... 8,238,726 7.9%
American Express Tower
200 Vesey Street
New York, NY 10285
EXECUTIVE OFFICERS AND DIRECTORS
Kevin N. Kalkhoven(3)..................................... 1,876,993 1.8%
Jozef Straus, Ph.D.(4).................................... 740,575 *
Anthony R. Muller(5)...................................... 286,399 *
M. Zita Cobb(6)........................................... 12,094 *
Dan E. Pettit(7).......................................... 568,404 *
Michael C. Phillips....................................... 883 *
Frederick L. Leonberger(8)................................ 276,744 *
Leo Lefebvre(9)........................................... 2,528 *
Joseph Ip(10)............................................. 62,170 *
Bruce D. Day(11).......................................... 75,710 *
Robert E. Enos(12)........................................ 59,016 *
Peter A. Guglielmi(13).................................... 32,000 *
Martin A. Kaplan(14)...................................... 54,444 *
John A. MacNaughton(15)................................... 10,734 *
Wilson Sibbett, Ph.D.(16)................................. 87,083 *
William J. Sinclair(17)................................... 1,003,740 *
Casimir S. Skrzypczak(18)................................. 61,111 *
All directors and executive officers as a group (17
persons)(19).............................................. 5,210,628 4.8%
</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 1,751,880 shares subject to stock options currently exercisable or
exercisable within 60 days of August 16, 1999.
(4) Includes 19,911 shares subject to stock options currently exercisable or
exercisable within 60 days of August 16, 1999 and 720,664 shares issuable
upon exchange of the Exchangeable Shares of JDS Uniphase Canada Ltd.
(486,510 shares of which are held by the Adarsan Trust #1 and 234,154
shares of which are held by the Adarsan Trust #2).
4
<PAGE> 7
(5) Includes 103,098 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 12,094 shares subject to stock options currently exercisable or
exercisable within 60 days of August 16, 1999.
(7) Includes 517,254 shares subject to stock options currently exercisable or
exercisable within 60 days of August 16, 1999 and 23,980 shares held by
Kelly A. Pettit, Mr. Pettit's spouse.
(8) Includes 263,216 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.
(9) Includes 2,528 shares subject to stock options currently exercisable or
exercisable within 60 days of August 16, 1999.
(10) Includes 62,170 shares subject to stock options currently exercisable or
exercisable within 60 days of August 16, 1999.
(11) Includes 72,660 shares subject to stock options currently exercisable or
exercisable within 60 days of August 16, 1999 and 3,050 shares issuable
upon exchange of the Exchangeable Shares of JDS Uniphase Canada Ltd. which
are held by Willowhill Limited in which Mr. Day has a beneficial interest.
(12) Includes 55,966 shares subject to stock options currently exercisable or
exercisable within 60 days of August 16, 1999 and 3,050 shares issuable
upon exchange of the Exchangeable Shares of JDS Uniphase Canada Ltd.
(13) Includes 28,000 shares subject to stock options currently exercisable or
exercisable within 60 days of August 16, 1999.
(14) Includes 54,444 shares subject to stock options currently exercisable or
exercisable within 60 days of August 16, 1999.
(15) Includes 6,666 shares subject to stock options currently exercisable or
exercisable within 60 days of August 16, 1999 and 4,068 shares issuable
upon exchange of Exchangeable Shares of JDS Uniphase Canada Ltd. which are
held by Leapfrog Capital Corporation in which Mr. MacNaughton has a
beneficial interest.
(16) Includes 87,083 shares subject to stock options currently exercisable or
exercisable within 60 days of August 16, 1999.
(17) Includes 73,476 shares subject to stock options currently exercisable or
exercisable within 60 days of August 16, 1999 and 930,264 shares issuable
upon exchange of the Exchangeable Shares of JDS Uniphase Canada Ltd. which
are held by The Devon Trust in which Mr. Sinclair has a beneficial
interest.
(18) Includes 61,111 shares subject to stock options currently exercisable or
exercisable within 60 days of August 16, 1999.
(19) Includes 3,171,557 shares subject to stock options currently exercisable or
exercisable within 60 days of August 16, 1999, and 1,661,096 shares
issuable upon exchange of the Exchangeable Shares of JDS Uniphase Canada
Ltd.
5
<PAGE> 8
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,
/s/ Anthony R. Muller
Anthony R. Muller
Secretary
San Jose, California
August 30, 1999
6
<PAGE> 9
JDS UNIPHASE CORPORATION
163 BAYPOINTE PARKWAY
SAN JOSE, CALIFORNIA 95134
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE
SPECIAL MEETING OF STOCKHOLDERS ON SEPTEMBER 28, 1999
KEVIN N. KALKHOVEN and ANTHONY R. MULLER, or either of them, each with the power
of substitution, are hereby authorized to represent and vote the shares of the
undersigned, with all the powers which the undersigned would possess if
personally present, at the Special Meeting of Stockholders of JDS UNIPHASE
CORPORATION (the "Company"), to be held on September 28, 1999, and any
adjournments or postponements thereof.
SEE REVERS SIDE: If you wish to vote in accordance with the Board of Directors'
recommendation, just sign and date on the reverse side. You need not mark any
boxes.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
SEE REVERSE
SIDE
<PAGE> 10
Please mark
X votes as in
this example.
Shares represented by this proxy will be voted as directed by the stockholder.
IF NO SUCH DIRECTIONS ARE INDICATED, THE PROXIES WILL HAVE AUTHORITY TO VOTE FOR
PROPOSAL NO. 1 in their discretion, the Proxies are authorized to vote upon
such other business as may properly come before the Special Meeting of
Stockholders.
FOR AGAINST ABSTAIN
1. Approval of an amendment to the Company's Amended / / / / / /
and Restated Certificate of Incorporation to
increase the number of shares of Common Stock which
the Company is authorized to issue from 200,000,000
shares to 300,000,000 shares.
MARK HERE FOR
ADDRESS CHANGE / /
AND NOTE AT LEFT
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY
USING THE ENCLOSED REPLY ENVELOPE
SIGNATURE(S)__________________________________________ DATE___________________
Please sign exactly as your name appears herein. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian,
please give full title as such.
