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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JUNE 30, 2000
JDS UNIPHASE CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 0-22874 94-2579683
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
163 BAYPOINTE PARKWAY
SAN JOSE, CALIFORNIA 95134
(Address of Principal Executive Offices, including Zip Code)
(408) 434-1800
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Effective June 30, 2000, pursuant to that certain Agreement and Plan of
Reorganization and Merger dated January 17, 2000, as amended (the "Merger
Agreement"), by and among JDS Uniphase Corporation, a Delaware corporation
("Registrant"), Rainbow Acquisition, Inc., a Delaware corporation, and E-TEK
Dynamics, Inc., a Delaware corporation ("E-TEK"), Registrant and E-TEK combined
in a transaction in which each E-TEK stockholder received 2.2 shares of
Registrant's common stock for each share of E-TEK held by such stockholder.
Options to purchase shares of E-TEK common stock ("E-TEK Options") became
options to purchase a number of shares of Registrant's common stock equal to 2.2
multiplied by the number of E-TEK shares of common stock subject to such E-TEK
Options. A full description of the merger is contained in Registrant's proxy
statement/prospectus dated May 31, 2000.
As a result of the transaction, Registrant owns all of the voting
securities of E-TEK. E-TEK is a leader in the design and manufacturing of high
quality passive components and modules for fiber optic systems. E-TEK has built
a portfolio of products that guide, route or amplify the light signals which
transmit data within the network. Since January 17, 2000, the Registrant and
E-TEK have been parties to an OEM Agreement, which terminated effective June
30, 2000.
The assets acquired by Registrant pursuant to the transaction include
all assets of E-TEK, which consist of, among other things, E-TEK's accounts
receivable, inventory, fixed and tangible personal property (including, without
limitation, all machinery, equipment, supplies, tools, furniture, fixtures,
hardware, and spare parts), intangible personal property, contracts, and books
and records. The assets acquired also include certain intellectual property used
in E-TEK's business.
In addition to the personal property assets acquired in the transaction,
Registrant also acquired, through E-TEK, ownership of approximately 180,000
square feet in administrative, manufacturing, engineering, and research and
development facilities in San Jose, California and five acres of land nearby,
and leasehold interests in and to approximately 315,000 square feet of
administrative, manufacturing, warehousing, and research and development
facilities, in California, Ontario, Canada and Taipei, Taiwan.
Registrant currently anticipates that substantially all of the assets
acquired by Registrant will continue to be used by Registrant in conducting the
business of E-TEK as conducted when the same was acquired by Registrant.
The consideration paid by Registrant to E-TEK stockholders in connection
with the acquisition consisted of approximately 150,000,000 newly issued
registered shares of Registrant's common stock. In addition, Registrant incurred
direct transaction costs and expenses estimated at $80 million. The
consideration paid at the closing of the acquisition was determined through
arms-length negotiations between Registrant and E-TEK, which negotiations took
into account Registrant's and E-TEK's business, financial position, operating
history, products, intellectual property and other factors relating to
Registrant's and E-TEK's businesses. In addition, all E-TEK Options became
options to
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purchase the number of shares of Registrant's common stock equal to 2.2
multiplied by the number of shares of E-TEK common stock subject to such E-TEK
Options. The estimated purchase cost is approximately $17 billion.
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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/ Michael C. Phillips
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Michael C. Phillips
Senior Vice President, Business
Development and General Counsel
Dated: July __, 2000