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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JUNE 2, 2000
Commission File Number: 0-25688
SDL, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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Delaware 77-0331449
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(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
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80 Rose Orchard Way, San Jose, California 95134
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
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REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (408) 943-9411
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On June 2, 2000, SDL, Inc., a Delaware corporation ("SDL") acquired
Photonic Integration Research, Inc. ("PIRI") pursuant to a Stock Purchase
Agreement (the "Agreement") dated as of May 10, 2000, among SDL and the
shareholders of PIRI. PIRI, located in Columbus, Ohio, is a leading manufacturer
of arrayed waveguide gratings that enable the routing of individual wavelength
channels in fiber optic systems. These products are used in optical multiplexing
and demultiplexing applications for dense wavelength division multiplexing
(DWDM) fiber optic systems. SDL has issued 8,461,663 shares of SDL, Inc. stock
and transferred $31.7 million in cash derived from operating income, in exchange
for all of the stock of PIRI. The total consideration is valued at approximately
$2.2 billion based on the June 2, 2000 closing stock price of SDL.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
The audited financial statements of PIRI will be filed by
amendment to this Form 8-K on or before the date 75 days following the June 2,
2000 closing of the acquisition of PIRI.
(b) Pro Forma Financial Information.
The unaudited pro forma financial information required by this
Item 7(b) will be filed by amendment to this Form 8-K on or before the date 75
days following the June 2, 2000 closing of the acquisition of PIRI.
(c) Exhibits.
The Exhibit Index appearing on page 2 is incorporated herein
by reference.
SIGNATURES
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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
SDL, INC.
June 14, 2000 By: /s/Michael L. Foster
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Michael L. Foster
Chief Financial Officer and
Secretary
(Duly Authorized Officer and Principal
Financial and Accounting Officer)
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Exhibit
Number Exhibit Description
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2.1 Stock Purchase Agreement, dated as of May 10, 2000, by and
among SDL, Inc. and the sellers listed therein, for the
acquisition of Photonic Integration Research, Inc.
99.1 Press release dated May 10, 2000
99.2 Press release dated June 5, 2000
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