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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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UNIPHASE CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE (94-2579683)
(STATE OF INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
163 BAYPOINTE PARKWAY
SAN JOSE, CALIFORNIA 95134
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
If this Form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. [ ]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. |X|
SECURITIES ACT REGISTRATION STATEMENT FILE NUMBER
TO WHICH THIS FORM RELATES:
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
TITLE OF EACH CLASS TO NAME OF EACH EXCHANGE ON WHICH EACH CLASS
BE SO REGISTERED IS TO BE REGISTERED
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None None
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
PREFERRED STOCK PURCHASE RIGHTS
(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On June 11, 1998, the Board of Directors of Uniphase Corporation (the
"Company") authorized and declared a dividend distribution of one Right for each
outstanding share of its common stock, par value $.001 per share (the "Company
Common Stock"), to stockholders of record at the close of business on July 6,
1998 (the "Record Date"), and authorized the issuance of one Right with each
share of Company Common Stock issued (including shares distributed from
Treasury) by the Company thereafter between the Record Date and the Distribution
Date (as defined below). Each Right entitles the registered holder, subject to
the terms of the Rights Agreement (as defined below), to purchase from the
Company one one-thousandth of a share (a "Unit") of Series B Preferred Stock,
par value $.001 per share (the "Preferred Stock"), at a purchase price of $270
per Unit, subject to adjustment. The purchase price is payable in cash or by
certified or bank check or money order payable to the order of the Company. The
description and terms of the Rights are set forth in a Rights Agreement between
the Company and American Stock Transfer & Trust Company, as Rights Agent, dated
as of June 22, 1998, as amended from time to time (the "Rights Agreement").
The Rights Agreement
Initially, the Rights will attach to all certificates representing
shares of outstanding Company Common Stock, and no separate Rights Certificates
will be distributed. The Rights will separate from the Company Common Stock and
the "Distribution Date" will occur upon the earlier of (i) ten days following a
public announcement (the date of such announcement being the "Stock Acquisition
Date") that a person or group of affiliated or associated persons has acquired
or otherwise obtained beneficial ownership of 15% or more of the then
outstanding shares of Company Common Stock (an "Acquiring Person"), or (ii) ten
business days (or such later date as may be determined by action of the Board of
Directors prior to such time as any person becomes an Acquiring Person)
following the commencement of a tender offer or exchange offer that would result
in a person or group beneficially owning 15% or more of the then outstanding
shares of Company Common Stock. Until the Distribution Date, (i) the Rights will
be evidenced by Company Common Stock certificates and will be transferred with
and only with such Company Common Stock certificates, (ii) new Company Common
Stock certificates issued after the Record Date (also including shares
distributed from Treasury) will contain a notation incorporating the Rights
Agreement by reference and (iii) the surrender for transfer of any certificates
representing outstanding Company Common Stock will also constitute the transfer
of the Rights associated with the Company Common Stock represented by such
certificates.
An "Acquiring Person" does not include (A) the Company, (B) any
subsidiary of the Company, (C) any employee benefit plan maintained by the
Company or any of its subsidiaries, (D) any trustee or fiduciary with respect to
such employee benefit plan acting in such capacity or a trustee or fiduciary
holding shares of Company Common Stock for the purpose of funding any such plan
or employee benefits, (E) any person who
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has reported or is required to report such beneficial ownership on Schedule 13G
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), but
only so long as (x) such person is eligible to report such ownership on Schedule
13(G) under the Exchange Act, (y) such person (or any other person) has not
reported and is not required to report such ownership on Schedule 13(D) under
the Exchange Act, and (z) such person does not beneficially own 20% or more of
the shares of Company Common Stock then outstanding, or (F) any person if the
Board of Directors determines in good faith that such person who would otherwise
be an "Acquiring Person" became such inadvertently and without any intention of
changing or influencing control of the Company, and as promptly as practicable
divested or divests itself of beneficial ownership of a sufficient number of
shares of Company Common Stock so that such person would no longer beneficially
own 15% or more of the then outstanding shares of Company Common Stock, and
after becoming aware that such person would inadvertently be an "Acquiring
Person" (but for the operation of this clause) such person does not beneficially
own any additional shares, unless such person's beneficial ownership of Company
Common Stock is less than 15% of the then outstanding shares of Company Common
Stock. In addition, no person shall be deemed an "Acquiring Person" as a result
of the acquisition of shares of Company Common Stock by the Company which, by
reducing the number of shares of Company Common Stock outstanding, increases the
proportional number of shares beneficially owned by such person; provided,
however, that if (A) a person would become an "Acquiring Person" (but for the
operation of this provision) as a result of the acquisition of shares of Company
Common Stock by the Company and (B) after such share acquisition by the Company,
such person becomes the beneficial owner of any additional shares of Company
Common Stock, then such person shall be deemed an "Acquiring Person."
The Rights are not exercisable until the Distribution Date and will
expire at the close of business on the tenth anniversary of the Rights Agreement
unless earlier redeemed or exchanged by the Company as described below. Under
certain circumstances the exercisability of the Rights may be suspended. In no
event, however, will the Rights be exercisable prior to the expiration of the
period in which the Rights may be redeemed.
As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to holders of record of Company Common Stock as of
the close of business on the Distribution Date and, thereafter, the separate
Rights Certificates alone will represent the Rights.
In the event that a person becomes an Acquiring Person, then, in such
case, each holder of a Right will thereafter have the right to receive, upon
exercise, shares of Company Common Stock (or, in certain circumstances, cash,
property or other securities of the Company) having a value equal to two times
the exercise price of the Right. The exercise price is the purchase price
multiplied by the number of Units of Preferred Stock issuable upon exercise of a
Right prior to the event described in this paragraph. Notwithstanding any of the
foregoing, following the occurrence of the event set forth in
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this paragraph, all Rights that are, or (under certain circumstances specified
in the Rights Agreement) were, beneficially owned by any Acquiring Person will
be null and void.
In the event that, at any time following the date that any person
becomes an Acquiring Person, (i) the Company is acquired in a merger or other
business combination transaction and the Company is not the surviving
corporation, (ii) any person merges with the Company and all or part of the
Company Common Stock is converted or exchanged for securities, cash or property
of the Company or any other person or (iii) 50% or more of the Company's assets
or earning power is sold or transferred, each holder of a Right (except Rights
which previously have been voided as described above) shall thereafter have the
right to receive, upon exercise, common stock of the Acquiring Person having a
value equal to two times the exercise price of the Right.
The purchase price payable, and the number of Units of Preferred
Stock issuable, upon exercise of the Rights are subject to adjustment from time
to time to prevent dilution (i) in the event of a stock dividend on, or a
subdivision, combination or reclassification of, the Preferred Stock, (ii) if
holders of the Preferred Stock are granted certain rights or warrants to
subscribe for Preferred Stock or convertible securities at less than the current
market price of the Preferred Stock, or (iii) upon the distribution to the
holders of the Preferred Stock of evidences of indebtedness, cash or assets
(excluding regular quarterly cash dividends) or of subscription rights or
warrants (other than those referred to above).
With certain exceptions, no adjustment in the purchase price will be
required until cumulative adjustments amount to at least 1% of the purchase
price. The Company is not required to issue fractional shares of Preferred Stock
(other than fractions which are integral multiples of one one-thousandth of a
share of Preferred Stock which may be evidenced by depositary receipts). In lieu
thereof, an adjustment in cash may be made based on the current market price of
a share of Preferred Stock on the day of exercise.
At any time until ten days following the Stock Acquisition Date, a
majority of the Board of Directors (including, following the date on which there
is an Acquiring Person, the majority of the Independent Directors) may redeem
the Rights in whole, but not in part, at a price of $.01 per Right (subject to
adjustment in certain events) (the "Redemption Price") payable, at the election
of the majority of the Board of Directors (including a majority of the
Independent Directors), in cash or shares of Company Common Stock. Immediately
upon the action of a majority of the Board of Directors (including, following
the date on which there is an Acquiring Person, a majority of the Independent
Directors) ordering the redemption of the Rights, the Rights will terminate and
the only right of the holders of Rights will be to receive the Redemption Price.
The Company may at any time after there is an Acquiring Person, by
action of a majority of the Board of Directors (including a majority of the
Independent Directors), exchange all or part of the then outstanding and
exercisable Rights (other than Rights that
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shall have become null and void) for shares of Company Common Stock pursuant to
a one-for-one exchange ratio, as adjusted.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends. While the distribution of the Rights will not
be taxable to stockholders or to the Company, stockholders may, depending upon
the circumstances, recognize taxable income in the event that the Rights become
exercisable for Units of Preferred Stock (or other consideration).
Any of the provisions of the Rights Agreement may be amended without
the approval of the holders of Company Common Stock at any time prior to the
Distribution Date. After the Distribution Date, the provisions of the Rights
Agreement may be amended in order to cure any ambiguity, defect or
inconsistency, to make changes which do not adversely affect the interests of
holders of Rights (excluding the interests of any Acquiring Person), or to
shorten or lengthen any time period under the Rights Agreement; provided,
however, that no amendment to adjust (i) the time period governing redemption
shall be made at such time as the Rights are not redeemable or (ii) any other
time period unless such lengthening is for the purpose of protecting, enhancing
or clarifying the Rights of and/or benefiting, the holders of Rights. In
addition, after a person becomes an Acquiring Person, no amendment or supplement
may be made without the approval of a majority of the Board of Directors
(including a majority of the Independent Directors).
Description of Preferred Stock
The Units of Preferred Stock that may be acquired upon exercise of
the Rights will be nonredeemable and subordinate to any other shares of
preferred stock that may be issued by the Company.
Each Unit of Preferred Stock will have a minimum preferential
quarterly dividend of $.01 per Unit or any higher per share dividend declared on
the Company Common Stock.
In the event of liquidation, the holder of a Unit of Preferred Stock
will receive a preferred liquidation payment equal to the greater of $.01 per
Unit and the per share amount paid in respect of a share of the Company Common
Stock.
Each Unit of Preferred Stock will have one vote, voting together with
the Company Common Stock.
In the event of any merger, consolidation or other transaction in
which shares of Company Common Stock are exchanged, each Unit of Preferred Stock
will be entitled to receive the per share amount paid in respect of each share
of Company Common Stock.
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The rights of holders of the Preferred Stock with respect to
dividends, liquidation and voting, and in the event of mergers and
consolidations, are protected by customary antidilution provisions.
Because of the nature of the Preferred Stock's dividend, liquidation
and voting rights, the economic value of one Unit of Preferred Stock that may be
acquired upon the exercise of each Right should approximate the economic value
of one share of Company Common Stock.
ITEM 2. EXHIBITS.
Rights Agreement, dated as of June 22, 1998, between the Company and
American Stock Transfer & Trust Company together with: Exhibit A, Form of Rights
Certificate; Exhibit B, Summary of Rights to Purchase Preferred Stock; and
Exhibit C, Form of Certificate of Designation of Series B Preferred Stock.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities and
Exchange Act of 1934, the Registrant has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereto duly authorized.
Dated: June 19, 1998
UNIPHASE CORPORATION
By: /s/ Anthony R. Muller
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Anthony R. Muller
Senior Vice President, Chief
Financial Officer and Secretary
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
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1 Rights Agreement, dated as of June 22, 1998, between the
Company and American Stock Transfer & Trust Company
together with: Exhibit A, Form of Rights Certificate;
Exhibit B, Summary of Rights to Purchase Preferred Stock;
and Exhibit C, Form of Certificate of Designation of
Series B Preferred Stock.