<PAGE> 1
As filed with the Securities and Exchange Commission on July 16, 1999
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
JDS UNIPHASE CORPORATION
(Exact Name of Registrant as Specified in Its Governing Instruments)
DELAWARE 76-0151431
(State or Other Jurisdiction (I.R.S. Employer Identification Number)
of Incorporation or Organization)
163 Baypointe Parkway
San Jose, California 95134
(408) 434-1800
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrar's Principal Executive Offices)
Kevin N. Kalkhoven
Chairman of the Board of Directors, President and Chief Executive Officer
JDS Uniphase Corporation
163 Baypointe Parkway
San Jose, California 95134
(408) 434-1800
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
COPIES TO:
Christopher S. Dewees, Esq.
David P. Valenti, Esq.
Morrison & Foerster LLP
755 Page Mill Road
Palo Alto, California 94304
(650) 813-5600
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are to be offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act of 1933, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act of 1933, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
<TABLE>
<CAPTION>
===============================================================================================================================
CALCULATION OF REGISTRATION FEE
===============================================================================================================================
TITLE PROPOSED MAXIMUM
OF SHARES TO AMOUNT TO BE PROPOSED MAXIMUM AGGREGATE OFFERING AMOUNT OF
BE REGISTERED REGISTERED(1) AGGREGATE PRICE PER SHARE(2) PRICE(2) REGISTRATION FEE(2)
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
common stock,
$0.001 par value(3) 491,019 shares $163.28 $80,173,582.32 $23,651.21
===============================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of determining the registration fee in
accordance with Rule 457 under the Securities Act of 1933, as amended
("Securities Act"). Based on an estimated number of shares of Uniphase
common stock to be exchanged for exchangeable shares (as defined herein)
pursuant to the combination of Uniphase and JDS FITEL Inc. multiplied by
0.50855, the exchange ratio.
(2) This registration statement relates to the offering of up to 36,267,019
shares of JDS Uniphase common stock. Of these shares, 491,019 are
registered hereby, and 35,776,000 were previously registered on
registration statement no. 333-78821, filed with the Commission on June
15, 1999. Total filing fees of $1,354,508.70 have previously been paid
in respect of the shares of common stock offered pursuant to the
referenced registration statement. Pursuant to Rule 457(f), the
registration fee was computed on the basis of the market value of the
491,019 shares of JDS Uniphase common stock assumed to be issued by the
Registrant in connection with the exchange of the exchangeable shares,
and in accordance with Rule 457(c) on the basis of the average of the
high and low price per share of the shares of JDS Uniphase common stock
reported on the NASDAQ National Market on July 14, 1999. In addition to
the number of shares set forth in the table, the amount to be registered
includes a presently indeterminable number of shares issuable in respect
to all 36,267,019 shares of common stock as a result of stock splits and
stock dividends in accordance with Rule 416.
(3) Includes the preferred stock purchase rights associated with the common
stock.
<PAGE> 2
INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT ON FORM S-3, REGISTRATION
NUMBER 333-78821
We hereby incorporate by reference into this registration statement on Form S-3
in its entirety the registration statement on Form S-3, registration number
333-78821, declared effective on June 29, 1999 by the Securities and Exchange
Commission, including each of the documents we filed with the SEC and
incorporated or were deemed to be incorporated by reference therein and all
exhibits thereto.
EXHIBITS
The following documents are filed as exhibits to this registration statement:
5.1 - Opinion of Morrison & Foerster LLP
8.1 - Opinion of Morrison & Foerster LLP.
8.2 - Opinion of Tory Tory DesLauriers & Binnington.
23.1 - Consent of Morrison & Foerster LLP (included in Exhibit 5.1)
23.2 - Consent of Morrison & Foerster LLP (included in Exhibit 8.1)
23.3 - Consent of Tory Tory DesLauriers & Binnington (included in Exhibit 8.2)
23.4 - Consent of Ernst & Young LLP, independent auditors
23.5 - Consent of Ernst & Young Accountants, independent auditors
23.6 - Consent of PricewaterhouseCoopers, LLP, independent accountants
24.1 - Power of Attorney (included on signature page hereto)
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 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 July 16, 1999.
UNIPHASE CORPORATION
By: /s/ Kevin N. Kalkhoven
-------------------------------------
Kevin N. Kalkhoven
Chief Executive Officer
and Co-Chairman of the Board
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Kevin N. Kalkhoven and
Anthony R. Muller as his/her true and lawful attorneys-in-fact and agents,
jointly and severally, with full power of substitution and resubstitution, for
and in his/her stead, in any and all capacities, to sign on his/her behalf the
Registration Statement on Form S-3 in connection with the sale by Uniphase
Corporation of shares of offered securities, and to execute any amendments
thereto (including post-effective amendments) or certificates that may be
required in connection with this Registration Statement, and to file the same,
with all exhibits thereto, and all other documents in connection therewith, with
the Securities and Exchange Commission and granting unto said attorneys-in-fact
and agents, jointly and severally, the full power and authority to do and
perform each and every act and thing necessary or advisable to all intents and
purposes as he/she might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, jointly and severally, or his/her
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 on Form S-3 has been signed by the following persons in
the capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/Kevin N. Kalkhoven Chief Executive Officer, Co-Chairman July 16, 1999
- ----------------------------- of the Board and Director (Principal
Kevin N. Kalkhoven Executive Officer)
/s/ Anthony R. Muller Senior Vice President, Chief Financial July 16, 1999
- ----------------------------- Officer and Secretary (Principal Financial
Anthony R. Muller and Accounting Officer)
/s/ Joseph Straus President, Chief Operating Officer July 16, 1999
- ----------------------------- and Co-Chairman of the Board
Joseph Straus of Directors
/s/ Bruce Day Director July 16, 1999
- -----------------------------
Bruce Day
/s/ Peter A. Guglielmi Director July 16, 1999
- -----------------------------
Peter A. Guglielmi
/s/ Robert E. Enos Director July 16, 1999
- -----------------------------
Robert E. Enos
</TABLE>
<PAGE> 4
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Martin A. Kaplan Director July 16, 1999
- -----------------------------
Martin A. Kaplan
/s/ John MacNaughton Director July 16, 1999
- -----------------------------
John MacNaughton
/s/ Wilson Sibbett Director July 16, 1999
- -----------------------------
Wilson Sibbett, Ph.D.
/s/ Casimir Skrzypczak Director July 16, 1999
- -----------------------------
Casimir Skrzypczak
/s/ William Sinclair Director July 16, 1999
- -----------------------------
William Sinclair
</TABLE>
<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<S> <C>
5.1 Opinion of Morrison & Foerster LLP
8.1 Consent of Morrison & Foerster LLP
8.2 Consent of Tory Tory DesLauriers & Binnington
23.4 Consent of Ernst & Young LLP, independent auditors
23.5 Consent of Ernst & Young Accountants, independent auditors
</TABLE>
<PAGE> 1
EXHIBIT 5.1
July 16, 1999
JDS Uniphase Corporation
210 Baypointe Parkway
San Jose, CA 95134
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form S-3
filed by JDS Uniphase Corporation, a Delaware corporation (the "Company"), with
the Securities and Exchange Commission on July 16, 1999 (the "Registration
Statement") relating to the registration under the Securities Act of 1933, as
amended, of up to 491,019 shares of the Company's common stock, $0.001 par value
per share, registered pursuant to the Registration Statement (the "Stock").
As counsel to the Company, we have examined the proceedings taken by the
Company in connection with the registration of the shares of the Stock.
It is our opinion that, when issued, the shares of Stock that may be
sold pursuant to the Registration Statement 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, the prospectus constituting a part thereof and any amendments
thereto.
Very truly yours,
/s/ Morrison & Foerster LLP
<PAGE> 1
EXHIBIT 8.1
July 16, 1999
JDS Uniphase Corporation
163 Baypointe Parkway
San Jose, CA 95134
Ladies and Gentlemen:
We have acted as counsel to JDS Uniphase Corporation ("Uniphase"), a
Delaware corporation, in connection with its proposed combination (the "Merger")
with JDS FITEL Inc. ("JDS"), a Canadian corporation, pursuant to an amended and
restated merger agreement dated as of April 29, 1999, between Uniphase, JDS and
3506967 Canada Inc., a Canadian corporation and indirect subsidiary of Uniphase
(the "Agreement"). The descriptionn of the Merger is incorporated by reference
in the Registration Statement of Uniphase on Form S-3 (the "Registration
Statement") filed on the date hereof with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the "Securities
Act") by reference to the Registration Statement of Uniphase on Form S-3
(registration number 333-78821).
In that connection, we have reviewed the Agreement, the Registration
Statement and such other materials as we have deemed necessary or appropriate
for purposes of our opinion. In addition, we have assumed (i) that the Merger
was consummated in accordance with the provisions of the Agreement and as
contemplated by the Registration Statement and (ii) the truth and accuracy, on
the date of the Agreement and on the date hereof, of the representations and
warranties made by Uniphase and JDS in the Agreement.
Based upon and subject to the foregoing, it is our opinion that the
discussion contained in the Registration Statement under the caption "United
States Federal Tax Considerations for JDS Shareholders," to the extent that it
pertains to matters of law or legal conclusions, is correct in all material
respects. There can be no assurance that changes in the law will not take place
which could affect the Federal tax consequences of the Merger or that contrary
positions may not be asserted by the Internal Revenue Service.
This opinion is being furnished in connection with the Registration
Statement. You may rely upon and refer to the foregoing opinion in the
Registration Statement. Any variation or difference in any fact from those set
forth or assumed either herein or in the Registration Statement may affect the
conclusions stated herein.
We hereby consent to the use of our name under the caption "United
States Federal Tax Considerations for JDS Shareholders" in the Registration
Statement and to the filing of this opinion as an Exhibit to the Registration
Statement. In giving this consent, we do not admit that we come within the
category of persons whose consent is required under Section 7 of the Securities
Act or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Morrison & Foerster LLP
<PAGE> 1
Exhibit 8.2
July 16, 1999
Uniphase Corporation
163 Baypointe Parkway
San Jose, CA
95134
Dear Sirs:
We have acted as Canadian counsel to JDS Uniphase Corporation ("JDS Uniphase")
in connection with the preparation of the Form S-3 Registration Statement dated
July 16, 1999 (the "Registration Statement"). In our opinion, the section in
the Registration Statement which incorporates by reference the section in the
registration statement on Form S-3, registration number 333-78821, (the "June
Registration Statement") entitled "Income Tax Considerations - Canadian Federal
Income Tax Considerations" is a fair summary of the principal Canadian federal
income tax considerations under the Income Tax Act (Canada) in respect of the
exchange of exchangeable shares for shares of common stock of JDS Uniphase and
the holding of shares of common stock of JDS Uniphase generally applicable to
those holders of exchangeable shares to whom the summary is expressed to be
addressed.
We hereby consent to the use of our name under the caption "Income Tax
Considerations - Canadian Federal Tax Considerations" in the June Registration
Statement which is incorporated by reference into the Registration Statement
and to the filing of this opinion as an Exhibit to the Registration Statement.
In giving this consent, we do not admit that we come within the category of
persons whose consent is required under Section 7 of the Securities Act or the
rules and regulations of the Commission thereunder.
Yours truly,
/s/ Tory Tory DesLauriers & Binnington
- ---------------------------------------
<PAGE> 1
EXHIBIT 23.4
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement (Form S-3) and related prospectus of JDS Uniphase
Corporation for the registration of 491,019 shares of its common stock and to
the incorporation by reference therein of our report dated January 7, 1999
(except for the first paragraph under "Basis of Presentation" in Note 1, as to
which the date is April 23, 1999) with respect to the consolidated financial
statements and the related financial statement schedule of Uniphase Corporation
included in its Current Report on Form 8-K/A dated April 28, 1999, filed with
the Securities and Exchange Commission.
/s/ Ernst & Young LLP
San Jose, California
July 13, 1999
<PAGE> 1
EXHIBIT 23.5
CONSENT OF ERNST & YOUNG ACCOUNTANTS,
INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement (Form S-3) and related prospectus of JDS Uniphase
Corporation for the registration of 491,019 shares of its common stock and to
the incorporation by reference therein of our report dated August 24, 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 25, 1998, filed with the Securities
and Exchange Commission.
/s/ Ernst & Young Accountants
Eindhoven, the Netherlands
July 13, 1999
<PAGE> 1
Exhibit 23.6
CONSENT OF PRICEWATERHOUSECOOPERS, LLP
INDEPENDENT ACCOUNTANTS
We hereby consent to the reference to our firm under the caption "Experts" in
the Registration Statement (Form S-3) and related prospectus of JDS Uniphase
Corporation for the registration of 491,019 shares of its common stock and to
the incorporation by reference therein of our report dated July 3, 1998, with
respect to the financial statements of JDS FITEL Inc. incorporated by reference
to JDS Uniphase Corporation's definitive proxy statement on Form 14-A filed on
June 2, 1999.
/s/ PricewaterhouseCoopers, LLP
Ottawa, Ontario
July 13, 1999
