<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:
[X] Preliminary Proxy Statement [ ] Confidential, For Use of the
Commission Only (as Permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] 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
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, schedule or registration statement no.:
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(3) Filing party:
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(4) Date filed:
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<PAGE> 2
JDS Uniphase Logo
JDS UNIPHASE CORPORATION
------------------------
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD FEBRUARY 25, 2000
The Special Meeting of Stockholders of JDS Uniphase Corporation, a Delaware
corporation (the "Company"), will be held at the Company's offices located at
210 Baypointe Parkway, San Jose, California 95134, on Friday, February 25, 2000,
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 600,000,000 shares to 3,000,000,000 shares.
Approval of this Proposal will result in a two-for-one split of the
Company's Common Stock to be paid as a dividend.
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 January 20, 2000
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,
ANTHONY R. MULLER SIGNATURE
Anthony R. Muller
Secretary
San Jose, California
January , 2000
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
210 BAYPOINTE PARKWAY
SAN JOSE, CALIFORNIA 95134
------------------------
PROXY STATEMENT
------------------------
SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD FEBRUARY 25, 2000
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 offices located at 210 Baypointe Parkway, San
Jose, California 95134, on February 25, 2000, and at any adjournment or
postponement thereof. Only holders of the Company's Common Stock and Special
Voting Share of record on January 20, 2000 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 January
20, 2000 (the "Record Date") are entitled to notice of and to vote at the
Special Meeting. At the Record Date, shares of Common Stock were
issued and outstanding, one share of the Company's Special Voting Stock was
issued and outstanding, and 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. 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
<PAGE> 4
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 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 January , 2000. The costs of this solicitation
are being borne by the Company. The Company has retained the services of
Corporate Investor Communications, Inc. ("CIC") to aid in the solicitation of
proxies from brokers, bank nominees and other institutional owners. The Company
estimates that it will pay CIC a fee not to exceed $7,000 for its services and
will reimburse them for certain out-of-pocket expenses that are usual and
proper. In addition, the Company may reimburse brokerage firms and other persons
representing beneficial owners of shares for their expenses in forwarding
solicitation material to such beneficial owners. Proxies and voting instructions
may also be solicited personally or by telephone, facsimile or telegram by
certain of the Company's directors, officers and regular employees, without
additional compensation.
PROPOSAL
AMENDMENT TO THE AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
In December, 1999, the Board of Directors declared advisable and
unanimously approved an Amendment to increase the aggregate number of shares of
Common Stock which the Company is authorized to issue from 600,000,000 shares to
3,000,000,000 shares. No increase in the number of shares of Preferred Stock of
the Company, currently 1,000,000 shares, is proposed or anticipated.
If approved by the Stockholders, the Amendment will become effective upon
the filing of a Certificate of Amendment of Amended and Restated Certificate of
Incorporation with the Delaware Secretary of State. The Amendment would change
paragraph 4.1 of Article 4 of the Company's Certificate of Incorporation to read
in its entirety as follows:
"4.1. Authorized Capital Stock. This Corporation is authorized to
issue two classes of stock to be designated, respectively, 'Common Stock'
and 'Preferred Stock.' The total number of shares which the Corporation is
authorized to issue is three billion one million (3,001,000,000) shares.
Three billion (3,000,000,000) shares shall be Common Stock, each having a
par value of one-tenth of one cent ($.001). One million (1,000,000) shares
shall be Preferred Stock, each having a par value of one-tenth of one cent
($.001)."
At the same time that it adopted the resolution to increase the authorized
capital stock, the Board of Directors declared a two-for-one stock split of the
Company's Common Stock which would be effected in the form of a dividend of one
additional share of Common Stock for each share of Common Stock outstanding (the
"Stock Split"), conditioned upon the Stockholders' approval of this Proposal.
Contemporaneously with the Stock Split, JDS Uniphase Canada Ltd. will effect a
two-for-one stock split of the Exchangeable Shares (the "Exchangeable Stock
Split"). Stockholders are not being asked to vote on the Stock Split or the
Exchangeable Stock Split, but neither the Stock Split nor the Exchangeable Stock
Split will take place unless the authorized number of shares of Common Stock is
increased as described in this Proposal.
PURPOSE AND EFFECT OF THE AMENDMENT
As of the Record Date, of the Company's 600,000,000 authorized shares of
Common Stock, shares were issued and outstanding, including
shares issuable upon exchange of Exchangeable Shares, shares were
reserved for future issuance under the Company's stock incentive plans and
employee stock plans, of which, currently, approximately are
covered by outstanding options
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<PAGE> 5
and are available for grant or purchase. Based upon the foregoing
number of outstanding and reserved shares of Common Stock, the Company currently
has approximately shares remaining available for other purposes.
The Board of Directors believes that the proposed Stock Split and
Exchangeable Stock Split will result in a market price that should be more
attractive to a broader spectrum of investors, particularly individual
investors. Based upon figures as of January 20, 2000, of the 3,000,000,000
shares of Common Stock which would be authorized, shares would be
required to effectuate the Stock Split and the Exchangeable Stock Split. The
aggregate number of shares of Common Stock that may be sold under each of the
Company's employee stock purchase and incentive stock option plans, and the
exercise price of such options, will also be proportionately adjusted to reflect
the Stock Split. For example, the Stock Split will have the effect of doubling
the number of shares of Common Stock issuable upon the exercise of options under
the Company's stock incentive plans, and of reducing by one-half the option
price per share of such options.
The Board of Directors also believes that it is in the Company's best
interests to increase the number of authorized but unissued shares of Common
Stock in order to have additional shares available to meet the Company's future
business needs as they arise. Among other things, the increase will provide
shares to finance acquisitions of other businesses consistent with the Company's
growth strategy. The Company's historic growth may be indicative of the
desirability of increasing the Company's authorized shares of Common Stock:
subsequent to the end of the Company's fiscal year ended June 30, 1999, the
Company has completed or announced seven acquisitions (including acquisitions of
two publicly-traded corporations) and the Common Stock has split twice. Most
recently, on January 17, 2000, the Company announced the signing of a definitive
agreement to acquire E-Tek Dynamics, Inc., a Delaware corporation ("E-Tek"). The
agreement provides for the exchange of 1.1 shares of the Company's Common Stock
for each outstanding share of E-Tek common stock. The closing of the transaction
is subject to certain closing conditions, including the obtaining of required
clearances under the Hart-Scott-Rodino Antitrust Improvement Act, other
governmental approvals and the consent of E-Tek's stockholders. Following
completion of the transaction, E-Tek will operate a wholly-owned subsidiary of
the Company. The shares of Common Stock to be issued by the Company in
connection with this acquisition will include shares authorized by the Company's
Stockholders on December 16, 1999, when the Company's authorized Common Stock
was increased from 300,000,000 to 600,000,000 shares, and, if the Stockholders
approve this Proposal, may also include a portion of the shares authorized
pursuant to this Proposal. In the event that this Proposal is not approved, the
Company anticipates closing the transaction with E-Tek, subject to the
conditions stated above, using shares of Common Stock currently available to the
Company. Other than as specified above, and the shares which are required to
effect the Stock Split and the Exchangeable Stock Split, the Company's
management has no present arrangements, agreements, understandings or plans for
the use of the additional shares proposed to be authorized. The Board believes
that the availability of such additional shares will provide the Company with
the flexibility to issue Common Stock for a variety of other purposes the Board
of Directors may deem advisable without further action by the Company's
Stockholders, unless required by law, regulation or stock exchange rule. These
purposes could include, among other things, the sale of stock to obtain
additional capital funds, the purchase of property, the acquisition of other
companies, the use of additional shares for various equity compensation and
other employee benefit plans, the declaration of future stock splits or
distributions, and other bona fide purposes.
On December 16, 1999, the Company's Stockholders approved an increase in
the Company's authorized shares of Common Stock from 300,000,000 to 600,000,000
shares. Subsequent to the solicitation of Stockholder approval for this increase
in authorized capital, the Board of Directors unanimously approved the Stock
Split and the Exchangeable Stock Split for the reasons stated above. Because the
Stock Split and the Exchangeable Stock Split would effectively double the number
of outstanding shares of Common Stock (including Exchangeable Shares convertible
into Common Stock) and increase that number to an amount well in excess of
600,000,000 shares, an additional increase in authorized capital was required to
make the proposed stock dividend possible. As a result, the Board conditioned
the Stock Split and the Exchangeable Stock Split on obtaining Stockholder
approval of this increase in the Company's authorized capital.
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
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<PAGE> 6
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.
EFFECT OF THE STOCK SPLIT
No change in total stockholders' equity will result from the Stock Split.
The aggregate amount of capital represented by the outstanding shares of Common
Stock will be increased by $.001 for each share issued to effect the Stock Split
and the Company's capital in excess of par value account will be reduced by the
same amount. After the Stock Split and the Exchangeable Stock Split, purchases
and sales of Common Stock or Exchangeable Shares by an individual stockholder
may be subject to higher brokerage charges and applicable stock transfer taxes
than on a pre-split transaction of equivalent market value due to the greater
number of shares of Common Stock or Exchangeable Shares involved after the Stock
Split and the Exchangeable Stock Split. In addition, the Company will incur
certain expenses in connection with the Stock Split and the Exchangeable Stock
Split, respectively, such as the cost of preparing and delivering to
Stockholders new certificates representing additional shares.
The Company has been advised that, based on current tax law, the Stock
Split should not result in any gain or loss for Federal income tax purposes. The
tax basis of every share held before the Stock Split will be allocated between
the two shares held as a result of the distribution, and the holding period of
the new shares will include the holding period of the shares with respect to
which they were issued. The laws of jurisdictions other than the United States
may impose income taxes on the issuance of the additional shares and
stockholders subject to such laws are urged to consult their tax advisers.
A stockholder who owns Exchangeable Shares as capital property will not
realize income, a capital gain or a capital loss for Canadian income tax
purposes on the Exchangeable Stock Split. The adjusted cost base to a holder of
his or her Exchangeable Shares immediately after the Exchangeable Stock Split
will equal the adjusted cost base to him or her of such shares immediately
before the Exchangeable Stock Split.
POTENTIAL ANTI-TAKEOVER EFFECT
The proposed Amendment could, under certain circumstances, have an
anti-takeover effect, although this is not the intention of the Proposal. 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-quarter of a right. Each right
entitles the registered holder, subject to the terms of the rights agreement, 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 $600 per unit,
subject to adjustment. The rights are attached to all certificates representing
outstanding shares of the Company's Common Stock, and no separate rights
certificates have been distributed. The purchase price is payable in cash or by
certified or bank check or money order payable to the order of the Company. The
Company's subsidiary, JDS Uniphase Canada Ltd., has adopted an equivalent rights
plan with respect to its Exchangeable Shares.
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.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE PROPOSAL TO
AMENDED THE COMPANY'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
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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 January 20, 2000, by (i) all
persons who are beneficial owners of five percent (5%) or more of the Company's
Common Stock, (ii) each director, (iii) certain executive officers, and (iv) all
directors and executive officers as a group.
As of January 20, 2000, shares of the Company's Common Stock
were outstanding, and as of the same date, 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 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).........................................
c/o The Furukawa Electric Co., Ltd.
6-1 Marunouchi 2 -- Chome
Chiyoda-Ku, Tokyo 100-8322
Japan
American Express(2).........................................
American Express Tower
200 Vesey Street
New York, NY 10285
FEJ Sales Inc. (1)..........................................
c/o The Furukawa Electric Co., Ltd.
6-1 Marunouchi 2 -- Chome
Chiyoda-Ku, Tokyo 100-8322
Japan
NAMED EXECUTIVE OFFICERS AND DIRECTORS
Kevin N. Kalkhoven(3).......................................
William J. Sinclair(4)...................................... *
Jozef Straus, Ph.D.(5)...................................... *
Dan E. Pettit(6)............................................ *
Anthony R. Muller(7)........................................ *
Frederick L. Leonberger, Ph.D.(8)........................... *
Bruce D. Day(9)............................................. *
Wilson Sibbett, Ph.D.(10)................................... *
Russell A. Johnson(11)...................................... *
Casimir S. Skrzypczak(12)................................... *
Robert E. Enos(13).......................................... *
Martin A. Kaplan(14)........................................ *
Peter A. Guglielmi(15)...................................... *
John A. MacNaughton(16)..................................... *
All directors and executive officers as a group (18
persons)(17)..............................................
</TABLE>
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<PAGE> 8
- ---------------
* Less than 1%
(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 shares subject to stock options currently
exercisable or exercisable within 60 days of January 20, 2000.
(4) Includes shares subject to stock options currently
exercisable or exercisable within 60 days of January 20, 2000 and
shares issuable upon exchange of the Exchangeable Shares of
JDS Uniphase Canada Ltd.
(5) Includes shares subject to stock options currently
exercisable or exercisable within 60 days of January 20, 2000 and
shares issuable upon exchange of the Exchangeable Shares of
JDS Uniphase Canada Ltd. ( shares of which are held by the
Adarsan Trust #1 and shares of which are held by the Adarsan
Trust #2).
(6) Includes shares subject to stock options currently
exercisable or exercisable within 60 days of January 20, 2000 and 23,980
shares held by Kelly A. Pettit, Mr. Pettit's spouse.
(7) Includes shares subject to stock options currently
exercisable or exercisable within 60 days of January 20, 2000, and 9,520
shares held by Mr. Muller's daughter.
(8) Includes shares subject to stock options currently
exercisable or exercisable within 60 days of January 20, 2000, and 400
shares held by Katharine Leonberger and 400 shares held by Gregory
Leonberger, Mr. Leonberger's daughter and son, respectively.
(9) Includes shares subject to stock options currently
exercisable or exercisable within 60 days of January 20, 2000 and 3,050
shares issuable upon exchange of the Exchangeable Shares of JDS Uniphase
Canada Ltd.
(10) Includes shares subject to stock options currently
exercisable or exercisable within 60 days of January 20, 2000.
(11) Includes shares subject to stock options currently
exercisable or exercisable within 60 days of January 20, 2000.
(12) Includes shares subject to stock options currently
exercisable or exercisable within 60 days of January 20, 2000.
(13) Includes shares subject to stock options currently
exercisable or exercisable within 60 days of January 20, 2000 and
shares issuable upon exchange of the Exchangeable Shares of
JDS Uniphase Canada Ltd.
(14) Includes shares subject to stock options currently
exercisable or exercisable within 60 days of January 20, 2000.
(15) Includes shares subject to stock options currently
exercisable or exercisable within 60 days of January 20, 2000.
(16) Includes shares subject to stock options currently
exercisable or exercisable within 60 days of January 20, 2000 and
shares issuable upon exchange of the Exchangeable Shares of
JDS Uniphase Canada Ltd.
(17) Includes shares subject to stock options currently
exercisable or exercisable within 60 days of January 20, 2000, and
shares issuable upon exchange of the Exchangeable Shares of
JDS Uniphase Canada Ltd.
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.
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<PAGE> 9
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,
ANTHONY R. MULLER SIGNATURE
Anthony R. Muller
Secretary
San Jose, California
January , 2000
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<PAGE> 10
[FORM OF FRONT OF PROXY CARD]
PROXY
JDS UNIPHASE CORPORATION
210 BAYPOINTE PARKWAY
SAN JOSE, CALIFORNIA 95134
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE SPECIAL MEETING OF STOCKHOLDERS ON FEBRUARY 25, 2000
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 Friday, February 25, 2000,
and any adjournments or postponements thereof.
SEE REVERSE SIDE: IF YOU WISH TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS'
RECOMMENDATIONS, 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> 11
[FORM OF BACK OF PROXY CARD]
PROXY
[ ] PLEASE MARK 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 1. In their discretion, the Proxies are
authorized to vote upon such other business as may properly come before the
Special Meeting of Stockholders.
1. Approval of an amendment to the Company's Amended and Restated Certificate of
Incorporation to increase the number of authorized shares from 600,000,000
shares to 3,000,000,000 shares.
FOR WITHHELD ABSTAIN
[ ] [ ] [ ]
MARK HERE
FOR ADDRESS
CHANGE AND [ ]
NOTE AT LEFT
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.
PLEASE MARK, SIGN, DATE AND RETURN
THIS PROXY CARD PROMPTLY USING THE Signature: ______________ Date _________
ENCLOSED REPLY ENVELOPE. Signature: ______________ Date _________
