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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): JULY 10, 2000 (JULY 9, 2000)
Commission File Number: 0-25688
SDL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 77-0331449
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(STATE OR OTHER JURISDICTION OF INCORPORATION OR (IRS EMPLOYER
ORGANIZATION) IDENTIFICATION NO.)
80 Rose Orchard Way, San Jose, California 95134
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (408) 943-9411
ITEM 5. OTHER EVENTS
SDL, Inc., a Delaware corporation (Nasdaq: SDLI) ("SDL"), and JDS
Uniphase Corporation, a Delaware corporation (Nasdaq: JDSU) ("JDS Uniphase"),
announced today that they have agreed to a strategic combination pursuant to
which a JDS Uniphase subsidiary will merge with and into SDL, subject to the
terms of the Agreement and Plan of Merger, dated July 9, 2000, among SDL, JDS
Uniphase and a wholly-owned subsidiary of JDS Uniphase (the "Merger Agreement").
In connection with the Merger Agreement, SDL and ChaseMellon Shareholder
Services, L.L.C., a New Jersey limited liability company (the "Rights Agent")
entered into an amendment to the First Amended and Restated Rights Agreement
(the "Rights Agreement"), dated as of February 11, 1999, between SDL and the
Rights Agent. The Merger Agreement and the amendment to the Rights Agreement and
the joint press release issued July 10, 2000 by SDL and JDS Uniphase regarding
the events outlined herein appear as exhibits to this report and are
incorporated herein by reference. The foregoing summary is qualified in its
entirety by reference to such documents, as well as the Rights Agreement (which
also is incorporated by reference herein).
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
The Exhibit Index appearing hereafter is incorporated herein by
reference.
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SIGNATURES
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.
July 10, 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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99.1 Agreement and Plan of Merger, among JDS Uniphase Corporation, K2
Acquisition Corp. and SDL, Inc., dated as of July 9, 2000.
99.2 First Amended and Restated Rights Agreement (the "Rights Agreement"),
dated as of February 11, 1999, between SDL, Inc. and ChaseMellon
Shareholder Services, L.L.C. (1)
99.3 Amendment to Rights Agreement, dated as of July 9, 2000, between
SDL, Inc., and ChaseMellon Shareholder Services, L.L.C.
99.4 Press release dated July 10, 2000.
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(1) Incorporated by reference to Exhibit 1 to the Company's Registration
Statement on Form 8-AA filed with the SEC on March 19, 1999.
