<PAGE> 1
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.: 333-45300
Subject Company: JDS Uniphase Corporation and SDL, Inc.
NEWS RELEASE [JDS UNIPHASE LOGO]
JDS Uniphase Corporation
For further information contact: 210 Baypointe Parkway
San Jose, CA 95134
Alison Reynders
Director, Investor Relations Tel 1 408 434 1800
JDS Uniphase Corporation Fax 1 408 954 0540
408 428-6078
www.jdsuniphase.com
Michael L. Foster
VP Finance and CFO
SDL, Inc.
408 943-9411
JDS UNIPHASE AND SDL SET NEW STOCKHOLDER MEETINGS DATE
NEPEAN, ONTARIO AND SAN JOSE, CALIFORNIA - DECEMBER 27, 2000 - JDS Uniphase
Corporation (Nasdaq: JDSU and TSE: JDU) and SDL, Inc. (Nasdaq: SDLI) today
announced that their respective special stockholder meetings to approve their
pending merger were adjourned on December 27, 2000 and have been rescheduled to
January 26, 2001. The special meeting of JDS Uniphase stockholders will be held
at the company's offices at 1768 Automation Parkway, San Jose, California at
10:00 AM Pacific Time. The special meeting of SDL will be held at the company's
offices at 80 Rose Orchard Way, San Jose, California at 10:00 AM Pacific Time.
Stockholders of record of each company as of the close of business on
November 16, 2000 will be entitled to vote at the respective meetings. JDS
Uniphase and SDL stockholders have been sent a copy of the definitive joint
proxy statement prospectus as filed with the Securities and Exchange Commission
on November 17, 2000. Those holding shares of both companies must vote such
shares separately at the respective meetings. Proxies that have already been
submitted remain valid. Stockholders may revoke their proxies in the manner
described in the proxy statement at any time before or at the meetings.
In addition to stockholder approvals at the special stockholder meetings,
completion of the merger, which was announced on July 10, 2000, remains subject
to obtaining various regulatory approvals, including approval under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976.
This release is being made for information purposes only and is not
intended to be a solicitation of proxies for the proposed transaction.
JDS Uniphase is a high technology company that designs, develops,
manufactures and distributes a comprehensive range of products for the growing
fiberoptic communications market. These products are deployed by system
manufacturers worldwide to develop advanced optical
<PAGE> 2
JDS Uniphase Page 2
networks for the telecommunications and cable television industries. JDS
Uniphase is traded on the Nasdaq National Market under the symbol JDSU, and the
exchangeable shares of JDS Uniphase Canada Ltd. are traded on The Toronto Stock
Exchange under the symbol JDU. More information on JDS Uniphase is available at
www.jdsuniphase.com.
SDL's products power the transmission of data, voice and Internet
information over fiber optic networks to meet the needs of telecommunications,
dense wavelength division multiplexing (DWDM), cable television and satellite
communications applications. They enable customers to meet the bandwidth needs
of increasing Internet, data, video and voice traffic by expanding their fiber
optic communications networks much more quickly and efficiently than would be
possible using conventional electronic and optical technologies. SDL's optical
products also serve a variety of non-communications applications, including
materials processing and printing. Additional information about SDL, Inc. is
available on the Internet at www.sdli.com.
You are urged to read the joint proxy statement-prospectus included in JDS
Uniphase Corporation's Registration Statement on Form S-4 in connection with the
merger of JDS Uniphase and SDL filed with the SEC because the joint proxy
statement-prospectus and the Registration Statement on Form S-4 contain
important information. You can get copies of the joint 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 reports, proxy
statements and other information regarding JDS Uniphase or SDL filed with the
SEC are available free from the companies. Requests for documents relating to
SDL should be directed to SDL, Inc., 80 Rose Orchard Way, San Jose, California
95134, Attention: Investor Relations, Telephone (408) 943-4343. Requests for
documents relating to JDS Uniphase should be directed to JDS Uniphase
Corporation, 210 Baypointe Parkway, San Jose, California 95134, Attention:
Investor Relations, Telephone (408) 434-1800.
Source: JDS Uniphase Corporation and SDL, Inc.
# # #
<PAGE> 3
ADDITIONAL INFORMATION AND WHERE TO FIND IT
JDS UNIPHASE CORPORATION HAS FILED A REGISTRATION STATEMENT WITH THE SEC ON FORM
S-4 WHICH INCLUDES A JOINT PROXY STATEMENT-PROSPECTUS IN CONNECTION WITH THE
MERGER, AND JDS UNIPHASE AND SDL HAVE MAILED A JOINT PROXY STATEMENT-PROSPECTUS
TO THEIR RESPECTIVE STOCKHOLDERS CONTAINING INFORMATION ABOUT THE MERGER. JDS
UNIPHASE AND SDL SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT
AND THE JOINT PROXY STATEMENT-PROSPECTUS CAREFULLY. THE REGISTRATION STATEMENT
AND THE JOINT PROXY STATEMENT-PROSPECTUS CONTAIN IMPORTANT INFORMATION ABOUT JDS
UNIPHASE, SDL, THE MERGER AND RELATED MATTERS. INVESTORS AND SECURITY HOLDERS
ARE ABLE TO OBTAIN FREE COPIES OF THESE DOCUMENTS THROUGH THE WEB SITE
MAINTAINED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION AT HTTP://WWW.SEC.GOV.
FREE COPIES OF THE JOINT PROXY STATEMENT-PROSPECTUS AND THESE OTHER DOCUMENTS
MAY ALSO BE OBTAINED BY REQUEST FROM JDS UNIPHASE AND SDL BY MAIL. REQUESTS FOR
DOCUMENTS RELATING TO JDS UNIPHASE SHOULD BE DIRECTED TO JDS UNIPHASE
CORPORATION, 210 BAYPOINTE PARKWAY, SAN JOSE, CALIFORNIA, 95134 ATTENTION:
INVESTOR RELATIONS (408) 434-1800. REQUESTS FOR DOCUMENTS RELATING TO SDL SHOULD
BE DIRECTED TO SDL, INC., 80 ROSE ORCHARD WAY, SAN JOSE, CALIFORNIA 95134
ATTENTION: INVESTOR RELATIONS (408) 943-4343. IN ADDITION TO THE REGISTRATION
STATEMENT AND THE JOINT PROXY STATEMENT-PROSPECTUS, JDS UNIPHASE AND SDL FILE
ANNUAL, QUARTERLY AND SPECIAL REPORTS, PROXY STATEMENTS AND OTHER INFORMATION
WITH THE SEC. YOU MAY READ AND COPY ANY REPORTS, STATEMENTS OR OTHER INFORMATION
FILED BY JDS UNIPHASE AND SDL AT THE SEC PUBLIC REFERENCE ROOMS AT 450 FIFTH
STREET, N.W., WASHINGTON, D.C. 20549 OR AT ANY OF THE SEC'S OTHER PUBLIC
REFERENCE ROOMS IN NEW YORK, NEW YORK AND CHICAGO, ILLINOIS. PLEASE CALL THE SEC
AT 1-800-SEC-0330 FOR FURTHER INFORMATION ON THE PUBLIC REFERENCE ROOMS. JDS
UNIPHASE AND SDL FILINGS WITH THE SEC ARE ALSO AVAILABLE TO THE PUBLIC FROM
COMMERCIAL DOCUMENT-RETRIEVAL SERVICES AND AT THE WEB SITE MAINTAINED BY THE SEC
AT HTTP://WWW.SEC.GOV.
