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Filed by JDS Uniphase Corporation
Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed
filed pursuant to Rule 14a-12 of the Securities and Exchange Act of 1934, as
amended.
Commission File No.: 0-22874
Subject Company: JDS Uniphase Corporation and SDL, Inc.
[Slide 1] This slide contains the logo of JDS Uniphase Corporation.
[Slide 2] This slide contains the logo of JDS Uniphase Corporation and the
following text: "Computer-centric to Bandwidth-centric." This slide also
contains images of the following: two desktop computers; a palm pilot organizer;
a laptop computer; computer chips; and CD-Roms.
[Slide 3] This slide contains the logo of JDS Uniphase Corporation and the
following text: "Computer-centric to Bandwidth-centric." At the center of the
slide is an image of a hand holding fiber. This slide also contains images of
the following: a PC camera; a monitor; a web page; and pump modules.
[Slide 4] This slide contains the logo of JDS Uniphase Corporation and the
following text: "PC Growth vs Bandwidth Growth." This slide also contains a
circular image with the following text: "Microprocessors"; "Memory"; "Software";
and "Moore's Law."
[Slide 5] This slide contains the logo of JDS Uniphase Corporation and the
following text: "PC Growth vs Bandwidth Growth." This slide also contains a
circular image with the following text: "Microprocessors"; "Memory"; "Software";
and "Moore's Law." This slide also contains a second circular image with the
following text: "Photonic DWDM Optical Networking"; "Access Technologies";
"Appliances"; "Software & Applications"; "Increases Users"; "Increases Demand";
"Lowers Costs"; and "Law of Photonics."
[Slide 6] This slide, titled "Greater Manufacturing Capacity," contains the logo
of JDS Uniphase Corporation, and, using the image of freeways, depicts the
bottleneck of each of JDS Uniphase Corporation's manufacturing capacity and SDL,
Inc.'s manufacturing capacity.
[Slide 7] This slide, titled "Greater Manufacturing Capacity," contains the logo
of JDS Uniphase Corporation, and, using the image of a freeway, depicts the
complementary nature of JDS Uniphase Corporation's and SDL, Inc.'s manufacturing
capacities.
[Slide 8] This slide, titled "Greater Manufacturing Capacity," contains the logo
of JDS Uniphase Corporation and the following text: "980 nm Pump Modules";
"Amplifiers"; and "Modulators." This slide also contains the image of a freeway.
[Slide 9] This slide, titled "Value for the Customer," contains the logos of
each of JDS Uniphase Corporation and SDL, Inc. and the following text: "Advanced
Customer
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Solutions"; and "Passives." This slide also contains an image of a Passive.
[Slide 10] This slide, titled "Value for the Customer," contains the logos of
each of JDS Uniphase Corporation and SDL, Inc. and the following text: "Advanced
Customer Solutions"; and "Actives." This slide also contains an image of an
Active.
[Slide 11] This slide, titled "Value for the Customer," contains the logos of
each of JDS Uniphase Corporation and SDL, Inc. and the following text: "Advanced
Customer Solutions"; and "Pump Modules." This slide also contains an image of
Pump Modules
[Slide 12] This slide, titled "Value for the Customer," contains the logos of
each of JDS Uniphase Corporation and SDL, Inc. and the following text: "Advanced
Customer Solutions"; and "Amplifiers." This slide also contains an image of an
Amplifier.
[Slide 13] This slide, titled "Value for the Customer," contains the logos of
each of JDS Uniphase Corporation and SDL, Inc. and the following text: "Advanced
Customer Solutions"; and "EDFAs." This slide also contains an image of an EDFA.
[Slide 14] This slide, titled "Value for the Customer," contains the logos of
each of JDS Uniphase Corporation and SDL, Inc. and the following text: "Advanced
Customer Solutions"; and "Raman Pump." This slide also contains an image of a
Raman Pump.
[Slide 15] This slide, titled "Value for the Customer," contains the logos of
each of JDS Uniphase Corporation and SDL, Inc. and the following text: "Advanced
Customer Solutions"; and "Electronics." This slide also contains an image of an
Electronic.
[Slide 16] This slide, titled "Value for the Customer," contains the logos of
each of JDS Uniphase Corporation and SDL, Inc. and the following text: "Advanced
Customer Solutions"; and "Active Transmission Components." This slide also
contains an image of an Active Transmission Component.
[Slide 17] This slide, titled "Value for the Customer," contains the logos of
each of JDS Uniphase Corporation and SDL, Inc. and the following text: "Advanced
Customer Solutions"; "Silica/Silicon Waveguides"; and "MEM." This slide also
contains an image of a Waveguide and a MEM.
[Slide 18] This slide, titled "Value for the Customer," contains the logo of JDS
Uniphase Corporation and the following text: "Advanced Customer Solutions"; and
"Creating a better partner for our customers."
[Slide 19] This slide contains the logo of JDS Uniphase Corporation and the
following text: "Financial Performance."
[Slide 20] This slide contains the logo of JDS Uniphase Corporation and bar
graph, titled "Sales," depicting sales in millions of dollars from the first
quarter of fiscal year 1997 to
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the third quarter of fiscal year 2000.
[Slide 21] This slide contains the logo of JDS Uniphase Corporation and bar
graph, titled "Gross Margin," depicting gross margins from fiscal year 1996 to
fiscal year 2000.
[Slide 21] This slide contains the logo of JDS Uniphase Corporation and bar
graph, titled "Operating Margin," depicting operating margins from fiscal year
1996 to fiscal year 2000.
[Slide 22] This slide contains the logo of JDS Uniphase Corporation and a chart,
titled "Financial Performance with E-Tek (June Quarter)," depicting sales and
net income in terms of both dollar amounts and sequential growth. This slide
also contains the following text:
"E.P.S. accretive from merger."
[Slide 23] This slide contains the following text: "The SDL Transaction"
followed by six bullet points with the following text: "3.8:1 exchange ratio";
"Tax-free exchange"; "Purchase accounting"; "No collars"; "Subject to both
companies' stockholder and customary regulatory approval"; and "Anticipate close
in December quarter." This slide also contains the logo of JDS Uniphase
Corporation.
[Slide 24] This slide contains the following text: "Financial impact" followed
by four bullet points with the following text: (i) "Pro forma combined results
for June quarter"; "--$3 billion annual sales rate"; "--$658 million net income
rate"; and "--36% sequential sales growth"; (ii) "E-TEK, JDSU and SDL June
quarter sales and income above estimates"; (iii) "Additional revenue
opportunities, including", "--EDFA and Raman growth"; "Faster packaging
startups"; and "Additional modulator capacity"; and (iv) "Accretive." This slide
also contains the logo of JDS Uniphase Corporation.
You are urged to read the proxy statement/prospectus to be included in JDS
Uniphase Corporation's Registration Statement on Form S-4 in connection with the
transaction to be filed with the SEC when it is available because the proxy
statement/prospectus and the Registration Statement on Form S-4 will contain
important information. You can get copies of the proxy statement/prospectus and
the Registration Statement on Form S-4, and any other relevant documents, for
free at the SEC's web site and copies of our reports, proxy statements and other
information regarding us filed with the SEC are available free from us. Requests
for documents relating to us should be directed to JDS Uniphase Corporation, 163
Baypointe Parkway, San Jose, California, 95134 Attention: Investor
Relations(408) 434-1800. Requests for documents relating to SDL, Inc. should be
directed to SDL, Inc., 80 Rose Orchard Way, San Jose, California 95134
Attention: Investor Relations (408) 943-4343.
