UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of report (Date of earliest event reported): May 30, 2007 (May 29, 2007)
JDS UNIPHASE CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 000-22874 | 94-2579683 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
| 430 North McCarthy Boulevard, Milpitas, CA | 95035 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(408) 546-5000
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Reporting)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 3.02. | Unregistered Sales of Equity Securities. |
On May 29, 2007, JDS Uniphase Corporation (the “Company”) announced via press release that it completed its acquisition, by way of merger (the “Merger”), of privately held Picolight Incorporated (“Picolight”) on a cash-free, debt-free basis for approximately 8,148,703 shares of JDS Uniphase common stock (the “Shares”) plus an additional $10,000,000 in cash subject to the achievement of certain revenue targets during calendar year 2007. As a result of the Merger, Picolight became a wholly-owned subsidiary of the Company.
The Shares issued in the transaction were issued in reliance on an exemption from registration under Section 3(a)(10) of the Securities Act of 1933, as amended, pursuant to a permit issued to the Company by the California Department of Corporations (the “DOC”) in connection with a qualification by permit application filed by the Company with the DOC for the offer and sale of the Shares. The DOC issued said permit after determining, pursuant to a hearing held before the DOC, that the terms and conditions of the offer and sale of the Shares were fair.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
Exhibit No. | Description of Document | |
99.1 | Press release entitled “JDSU Completes Acquisition of Picolight” dated May 29, 2007. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| JDS Uniphase Corporation | ||||
| By: | /s/ Christopher S. Dewees | |||
Christopher S. Dewees Senior Vice President, Corporate Development and Chief Legal Officer | ||||
| May 30, 2007 | ||||