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3/24/97 IBM8K.doc
UNITED STATES
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): March 25, 1997
(March 10, 1997)
Uniphase Corporation
(Exact name of Registrant as Specified in its Charter)
Delaware 0-22874 94-2579683
(State of Other (Commission File (IRS Employer Identification
Jurisdiction No.) No.)
of Incorporation)
163 Baypointe Parkway, San Jose, California 95134
(Address of Principal Executive Offices) (Zip Code)
(408) 434-1800
(Registrant's Telephone Number, Including Area Code)
Page 1 of 118 Pages
Exhibit Index Located on Page 4
INFORMATION TO BE INCLUDED IN REPORT
Item 2. Acquisition or Disposition of Assets
(a) Pursuant to the Purchase Agreement dated as of March 10, 1997, by
and between the Registrant, Uniphase Laser Enterprise AG ("ULE"), a Swiss
corporation and a wholly owned subsidiary of the Registrant, and
International Business Machines Corporation ("IBM"), a New York corporation,
the Registrant closed a transaction to acquire the assets (the "Assets") of
"IBM Laser Enterprise," a part of IBM's Zurich Research Laboratory in
Switzerland. The aggregate purchase price paid for the Assets was
$45,000,000.00, which payment was made in cash. The purchase price was
determined during arms length negotiations between IBM the Registrant and
ULE which took into account IBM Laser Enterprise's financial position,
operating history, products, Intellectual property and other factors relating
to IBM Laser Enterprise's business and certain income tax aspects of the
transaction. Except as set forth in the Exhibits hereto, there are no material
relationships between the Registrant or ULE and either of IBM or IBM Laser
Enterprise.
The Registrant and ULE acquired the certain intellectual property
(non- exclusive technology and patent license agreement) and certain
tangible assets(accounts receivable, fixed assets and inventories).
In addition to the assets, ULE and the Registrant assumed certain
liabilities relating to the Assets. As a part of the transaction, IBM
leased to ULE, for a period of 24 months, approximately 12,000 square
feet of office, cleanroom and laboratories space at the Zurich
Research Laboratory, at no additional consideration. IBM and ULE further
agreed that IBM will provide certain services to ULE for the duration of
the lease periods, also at no additional consideration. All of the
Assets will continue to be used by the Registrant and ULE in
conducting ULE's business, which prior to the completion of the
transaction involved the development, manufacture and sale of integrated
optical components.
The source of funds used to purchase the Assets was cash from the
Registrant's existing working capital.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Businesses Acquired.
It is impractical for Registrant to file the required
financial statements at this time. Registrant intends to
file such financial statements within 60 days of the date of this
report.
(b) Pro Forma Financial Information.
See response to Item 7(a).
(c) Exhibits.
The Exhibit Index appearing on page 4 is incorporated herein
by reference.
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.
UNIPHASE CORPORATION
\s\ Danny E. Pettit
Danny E. Pettit
Vice President of Finance and CFO
Date: March 25, 1997
EXHIBIT INDEX
Sequentially
Exhibit Description Numbered Page
2.1*,+ Purchase Agreement among Uniphase Corporation, 5 - 81
International Business Machines Corporation,and
Uniphase Laser Enterprise AG
2.2+ Technology License Agreement 82 - 105
2.3 Patent License Agreement 106 - 114
2.4 The Agreement for Exchange of Confidential 115 - 118
Information
- ------------------------------------------------------------
* Certain detailed schedules relating to the assets acquired
have been summarized and will be made available to the SEC on request.
+ Certain confidential information has been filed for
redaction with the SEC.