UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(Amendment No. 2)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
JDS UNIPHASE CORPORATION
(Name of Subject Company (Issuer) and Filing Person (Offeror))
1% Senior Convertible Notes due 2026
(Title of Class of Securities)
46612J AD 3
(CUSIP Number of Class of Securities)
Andrew Pollack, Esq.
Judy Hamel, Esq.
JDS Uniphase Corporation
430 North McCarthy Boulevard
Milpitas, California 95035
(408) 546-5000
(Name, address, and telephone number of person authorized to receive notices and communications on behalf of filing persons)
With a copy to:
Ed Batts, Esq.
David Richardson, Esq.
DLA Piper LLP (US)
2000 University Avenue
East Palo Alto, California 94303
(650) 833-2000
Calculation of Filing Fee
Transaction Valuation* |
| Amount of Filing Fee** |
$161,000,000.00 |
| $21,960.40 |
* Calculated solely for purposes of determining the filing fee. The purchase price of the 1% Senior Convertible Notes due 2026 (the “Notes”), as described herein, is 100% of the principal amount of the Notes. As of April 18, 2013, there was $161 million aggregate principal amount of Notes outstanding, resulting in an aggregate maximum purchase price of $161 million.
** The amount of the filing fee was calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and equals $136.40 for each $1,000,000 of the value of the transaction.
x Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $21,960.40 |
| Filing Party: JDS Uniphase Corporation |
Form or Registration No.: Schedule TO |
| Date Filed: April 18, 2013 |
o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes to designate any transactions to which the statement relates:
o Third-party tender offer subject to Rule 14d-1.
x Issuer tender offer subject to Rule 13e-4.
o Going-private transaction subject to Rule 13e-3.
o Amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer: x
Introductory Statement
This Amendment No. 2 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission (the “SEC”) by JDS Uniphase Corporation, a Delaware corporation (“JDSU”) on April 18, 2013, as amended by Amendment No. 1 filed with the SEC on May 1, 2013 (as amended, the “Schedule TO”), relating to the right of each holder (the “Holder”) of JDSU’s 1% Senior Convertible Notes due 2026 (the “Notes”) to sell, and the obligation of JDSU to purchase, the Notes, as set forth in JDSU’s Issuer Repurchase Notice to Holders of 1% Senior Convertible Notes due 2026, dated April 18, 2013, filed as an exhibit to the Schedule TO (as amended or supplemented from time to time, the “Put Option”).
This Amendment is the final amendment to the Schedule TO and is being filed in satisfaction of the reporting requirements of Rule 13e-4(c)(4) promulgated under the Securities Exchange Act of 1934, as amended. Capitalized terms used herein and not otherwise defined have the meanings ascribed to such terms in the Schedule TO and Put Option. All information in the Schedule TO and Put Option is expressly incorporated herein by reference, except that such information is hereby amended and supplemented to the extent specifically provided herein.
Amendments to Items 1 and 4 of the Schedule TO and the Put Option
Items 1 and 4 of the Schedule TO, to the extent such Items incorporate by reference the information set forth in the Put Option, and the Put Option are amended and supplemented by adding the following:
“The Put Option expired at 5:00 p.m., New York City time, on May 15, 2013 (the “Expiration Date”). JDSU has been advised by the Depositary Agent that an aggregate of $160,576,000 principal amount of Notes were validly tendered (and not validly withdrawn) pursuant to the Put Option. After giving effect to the purchase of the tendered Notes pursuant to the Put Option, an aggregate principal amount of $424,000 of the Notes remains outstanding. The aggregate consideration for all of the Notes tendered for purchase pursuant to the Put Option was $160,576,000. The Company will pay for all of the Notes purchased pursuant to the Put Option with available cash.”
Item 12. Exhibits
Item 12 of the Schedule TO is hereby amended and supplemented as follows:
Exhibit |
| Description |
|
|
|
(a)(1)(A) * |
| Issuer Repurchase Notice to Holders of 1% Senior Convertible Notes due 2026, dated April 18, 2013, including form of Repurchase Notice and form of Withdrawal Notice. |
|
|
|
(a)(1)(B) * |
| IRS Form W-9. |
|
|
|
(a)(5)(A) * |
| Press release dated April 18, 2013. |
|
|
|
(a)(5)(B) |
| Press release date May 15, 2013 |
|
|
|
(b) |
| None. |
|
|
|
(d)(1) (1) |
| Indenture, dated as of May 17, 2006, by and between JDS Uniphase Corporation and the Bank of New York Trust Company, N.A. |
|
|
|
(d)(2) (2) |
| Form of Global Note representing the JDS Uniphase Corporation 1.00% Senior Convertible Notes due 2026. |
|
|
|
(g) |
| None. |
|
|
|
(h) |
| None. |
* Previously filed with the Schedule TO on April 18, 2013.
(1) Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by JDS Uniphase Corporation (File No. 000-22874) with the Securities and Exchange Commission on May 19, 2006.
(2) Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed by JDS Uniphase Corporation (File No. 000-22874) with the Securities and Exchange Commission on May 19, 2006.
Signature
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: May 15, 2013
| JDS Uniphase Corporation | |
|
| |
|
| |
| /s/ Andrew Pollack | |
| By: | Andrew Pollack |
|
| Senior Vice President, General Counsel and Secretary |
Exhibit Index
Exhibit |
| Description |
|
|
|
(a)(1)(A) * |
| Issuer Repurchase Notice to Holders of 1% Senior Convertible Notes due 2026, dated April 18, 2013, including form of Repurchase Notice and form of Withdrawal Notice. |
|
|
|
(a)(1)(B) * |
| IRS Form W-9. |
|
|
|
(a)(5)(A) * |
| Press release dated April 18, 2013. |
|
|
|
(a)(5)(B) |
| Press release date May 15, 2013 |
|
|
|
(b) |
| None. |
|
|
|
(d)(1) (1) |
| Indenture, dated as of May 17, 2006, by and between JDS Uniphase Corporation and the Bank of New York Trust Company, N.A. |
|
|
|
(d)(2) (2) |
| Form of Global Note representing the JDS Uniphase Corporation 1.00% Senior Convertible Notes due 2026. |
|
|
|
(g) |
| None. |
|
|
|
(h) |
| None. |
* Previously filed with the Schedule TO on April 18, 2013.
(1) Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by JDS Uniphase Corporation (File No. 000-22874) with the Securities and Exchange Commission on May 19, 2006.
(2) Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed by JDS Uniphase Corporation (File No. 000-22874) with the Securities and Exchange Commission on May 19, 2006.
