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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): FEBRUARY 4, 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 February 4, 2000, pursuant to that certain Agreement and Plan
of Reorganization and Merger dated November 3, 1999 (the "Merger Agreement"), by
and among JDS Uniphase Corporation, a Delaware corporation ("Registrant"),
Vintage Acquisition, Inc., a Delaware corporation, and Optical Coating
Laboratory, Inc., a Delaware corporation ("OCLI"), Registrant and OCLI combined
in a transaction in which each OCLI stockholder received 1.856 shares of
Registrant's common stock. Options to purchase shares of OCLI common stock
("OCLI Options") became options to purchase a number of shares of Registrant's
common stock equal to 1.856 multiplied by the number of OCLI shares of common
stock subject to such OCLI Options. A full description of the merger is
contained in Registrant's proxy statement/prospectus dated December 22, 1999.
As a result of the transaction, Registrant owns all of the voting
securities of OCLI. OCLI is a worldwide leader in optical thin film coating
technologies with over 50 years of experience developing thin film coating
processes for government and industry. OCLI has built a portfolio of products
that incorporate high performance optical thin films used to manage light.
The assets acquired by Registrant pursuant to the transaction include
all assets of OCLI, which consist of, among other things, OCLI'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 OCLI's business.
In addition to the personal property assets acquired in the transaction,
Registrant also acquired, through OCLI, ownership of approximately 546,000
square feet in administrative, manufacturing, engineering, and research and
development facilities, and leasehold interests in and to approximately 161,000
square feet of administrative, manufacturing, warehousing, and research and
development facilities, in California, New York, Hillend, Scotland, and Atsugi
and Tokyo, Japan.
Registrant currently anticipates that substantially all of the assets
acquired by Registrant will continue to be used by Registrant in conducting the
business of OCLI as conducted when the same was acquired by Registrant.
The consideration paid by Registrant to OCLI stockholders in connection
with the acquisition consisted of approximately 25,827,613 newly issued
registered shares of Registrant's common stock. In addition, Registrant incurred
direct transaction costs and expenses estimated at $8.0 million. The
consideration paid at the closing of the acquisition was determined through
arms-length negotiations between Registrant and OCLI, which negotiations took
into account Registrant's and OCLI's business, financial position, operating
history, products, intellectual property and other factors relating to
Registrant's and OCLI's businesses. In addition, all OCLI Options became options
to
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purchase the number of shares of Registrant's common stock equal to 1.856
multiplied by the number of shares of OCLI common stock subject to such OCLI
Options.
From 1997 until the combination, Registrant and OCLI operated a
successful strategic alliance, under which OCLI contributed its expertise in
optical thin film technology and products for certain Wavelength Division
Multiplexing applications and Registrant contributed its expertise in the
design, manufacture and marketing of these products.
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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: February 17, 2000