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EXHIBIT 99.1
[FORM OF FRONT OF PROXY CARD]
SDL, INC.
80 ROSE ORCHARD WAY, SAN JOSE, CALIFORNIA 95134
SPECIAL MEETING OF STOCKHOLDERS -- __________, 2000
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, revoking all prior proxies, hereby appoints Donald R.
Scifres and Michael L. Foster as Proxies, with full power of substitution to
each, to vote for and on behalf of the undersigned at the Special Meeting of
Stockholders of SDL, Inc. at ______________________, on _________, __________,
2000, at _________ PST, and at any adjournment or adjournments thereof. The
undersigned hereby directs the said proxies to vote in accordance with their
judgement on any matters which may properly come before the Special Meeting, all
as indicated in the Notice of Special Meeting, receipt of which is hereby
acknowledged, and to act on the following matters set forth in such notice as
specified by the undersigned.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED HEREIN BY
THE UNDERSIGNED STOCKHOLDER(S). IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE
VOTED "FOR" PROPOSAL 1 AND IN THE DISCRETION OF THE PROXIES ON PROPOSAL 2.
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE.
[FORM OF BACK OF PROXY CARD]
Dear Stockholder:
Please take note of the important information enclosed with this Proxy
Card. Your vote counts, and you are strongly encouraged to exercise your right
to vote your shares. Please mark the boxes on this proxy card to indicate how
your shares will be voted. Then sign the card, detach it and return your proxy
vote in the enclosed postage paid envelope. Your vote must be received prior to
the Special Meeting of Stockholders, to be held on _________, __________, 2000.
Thank you in advance for your prompt consideration of these matters.
Sincerely, SDL, Inc.
The Board of Directors recommends a vote FOR the proposal outlined below.
1. To adopt the Agreement and Plan of Merger, dated as of July 9, 2000,
among SDL, JDS Uniphase Corporation and K2 Acquisition, Inc., a wholly
owned subsidiary of JDS Uniphase. Under the merger agreement, K2
Acquisition will merge with and into SDL and SDL will survive the merger
as a wholly owned subsidiary of JDS Uniphase. In the merger, holders of
outstanding shares of common stock of SDL will receive 3.8 shares of
common stock of JDS Uniphase for each share of SDL common stock they
hold.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. In their discretion, the proxies are authorized to vote upon any other
business that may properly come before the special meeting or any
adjournment(s) of the special meeting.
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]
Please sign exactly as your name(s) appear(s) on the books of SDL. Joint
owners should each sign personally. Trustees, custodians, and other fiduciaries
should indicate the capacity in which they sign, and where more than one name
appears, a majority must sign. If the stockholder is a corporation, the
signature should be that of an authorized officer who should indicate his or her
title.
Signature ________________________ Date ________________
Signature ________________________ Date ________________
