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    As filed with the Securities and Exchange Commission on February 7, 2001
                                                       Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                           ---------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           ---------------------------

                            JDS UNIPHASE CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
                           ---------------------------

              Delaware                                    94-2579683
  (State or other jurisdiction of                      (I.R.S. Employer
   incorporation or organization)                    Identification No.)

                              210 BAYPOINTE PARKWAY
                           SAN JOSE, CALIFORNIA 95134
              (Address of registrant's principal executive offices)

                    EPION CORPORATION 1996 STOCK OPTION PLAN
                            (Full titles of the Plan)

                            Michael C. Phillips, Esq.
                 Senior Vice President, Business Development and
                                 General Counsel
                            JDS Uniphase Corporation
                              210 Baypointe Parkway
                           San Jose, California 95134
                                 (408) 434-1800
 (Name, address and telephone number, including area code, of agent for service)

                              WITH A COPY SENT TO:

                           John W. Campbell, III, Esq.
                             Morrison & Foerster LLP
                                425 Market Street
                      San Francisco, California 94105-2482
                                 (415) 268-7000

                         CALCULATION OF REGISTRATION FEE



- ------------------------------ ----------------- ------------------------- -------------------- ----------------------
                                                     Proposed Maximum       Proposed Maximum
     Title of Securities         Amount to be       Offering Price Per     Aggregate Offering         Amount of
      to be Registered          Registered (1)          Share (2)               Price (2)         Registration Fee
                                                                                    

- ------------------------------ ----------------- ------------------------- -------------------- ----------------------
- ------------------------------ ----------------- ------------------------- -------------------- ----------------------
Common Stock ($.001 par           121,176           $49.90625(3)              $6,047,439.75(3)     $1,511.85
value)
- ------------------------------ ----------------- ------------------------- -------------------- ----------------------
- ------------------------------ ----------------- ------------------------- -------------------- ----------------------
Total
- ------------------------------ ----------------- ------------------------- -------------------- ----------------------


(1)  Pursuant to the Agreement and Plan of Reorganization and Merger (the
     "Merger Agreement") dated as of July 14, 2000 by and among JDS Uniphase
     Corporation, JDSU Acquisition Two, Inc. and Epion Corporation, JDS Uniphase
     Corporation assumed all of the outstanding options to purchase Common Stock
     of Epion Corporation under the Plan referred to above, and such options
     become exercisable to purchase shares of JDS Uniphase Corporation Common
     Stock, with appropriate adjustments to the number of shares and exercise
     price of each assumed option.

(2)  Estimated solely for purposes of calculating the registration fee in
     accordance with Rule 457(h) under the Securities Act of 1933, as amended
     (the "Securities Act").

(3)  Computation based upon the fixed exercise prices of the options, all of
     which were previously granted and as converted pursuant to the terms of the
     Merger Agreement.






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                                EXPLANATORY NOTE

         This Registration Statement has been prepared in accordance with the
requirements of Form S-8 under the Securities Act to register 121,176 shares of
Common Stock of JDS Uniphase Corporation, a Delaware corporation (the
"Registrant"), issuable to eligible employees, directors, consultants and
advisors under a certain employee benefit plan assumed by Registrant upon the
merger of Registrant's wholly owned subsidiary, JDSU Acquisition Two, Inc., a
Delaware corporation, with and into Epion Corporation, a Massachusetts
corporation. The employee benefit plan was previously an obligation of Epion
Corporation and its subsidiaries.

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The information required by Part I of Form S-8 is included in documents
sent or given to participants in the Plan specified on the cover page of this
Registration Statement, pursuant to Rule 428(b)(1) of the Securities Act.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The Registrant is subject to the informational and reporting
requirements of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") and in accordance therewith files reports,
proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). The following documents, which are filed with the
Commission, are incorporated in this Registration Statement by reference:

         (a)      The Registrant's Annual Report on Form 10-K for the fiscal
                  year ended June 30, 2000 filed pursuant to Section 13(a) or
                  15(d) of the Exchange Act, containing audited financial
                  statements for the Registrant's latest fiscal year for which
                  such statements have been filed.

         (b)      All other reports filed pursuant to Section 13(a) or 15(d) of
                  the Exchange Act since the end of the fiscal year covered by
                  the Annual Report covered in (a) above.

         (c)      The description of the Common Stock of the Registrant, $.001
                  par value per share ("Common Stock"), contained in
                  Registrant's Registration Statement on Form 8-A, filed
                  pursuant to Section 12(g) of the Exchange Act, including any
                  amendment or report filed for the purpose of updating such
                  description.

         All documents filed or subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities described herein
have been sold or which deregisters all securities then remaining unsold, are
incorporated by reference.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.



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ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Reference is made to Section 102(b)(7) of the Delaware General
Corporation Law (the "DGCL"), which permits a corporation in its certificate of
incorporation or an amendment thereto to eliminate or limit the personal
liability of a director for violations of the director's fiduciary duty, except
(1) for any breach of the director's fiduciary duty of loyalty to the
corporation or its stockholders, (2) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (3) pursuant
to Section 174 of the DGCL (providing for liability of directors for unlawful
payment of dividends or unlawful stock purchases or redemptions), or (4) for any
transaction from which the director derived an improper personal benefit. The
Registrant's Certificate of Incorporation contains provisions permitted by
Section 102(b)(7) of the DGCL.

         Reference is made to Section 145 of the DGCL which provides that a
corporation may indemnify any persons, including directors and officers, who
are, or are threatened to be made, parties to any threatened, pending or
completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of such
corporation), by reason of the fact that such person is or was a director,
officer, employee or agent of such corporation, or is or was serving at the
request of such corporation as a director, officer, employee or agent of another
corporation or enterprise. The indemnity may include expenses (including
attorney's fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding, provided such director, officer, employee or agent acted in good
faith and in a manner he reasonably believed to be in or not opposed to the
corporation's best interests and, with respect to any criminal actions or
proceedings, had no reasonable cause to believe that his conduct was unlawful. A
Delaware corporation may indemnify directors and/or officers in an action or
suit by or in the right of the corporation under the same conditions, except
that no indemnification is permitted without judicial approval if the director
or officer is adjudged to be liable to the corporation. Where a director or
officer is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him or her against the
expenses which such director or officer actually and reasonably incurred.

         The Registrant's Amended and Restated Certificate of Incorporation
provides indemnification of directors and officers of the Registrant to the
fullest extent permitted by the DGCL. The Registrant has obtained liability
insurance for each director and officer of the Registrant for certain losses
arising from claims or charges made against them while acting in their
capacities as directors or officers of the Registrant.

         The above discussion of the Registrant's Certificate of Incorporation
and Sections 102(b)(7) and 145 of the DGCL is not intended to be exhaustive and
is qualified in its entirety by such Certificate of Incorporation and statutes.

          For information regarding the Registrant's undertaking to submit to
adjudication the issue of indemnification for violation of the securities laws,
see Item 9 below.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.



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ITEM 8.  EXHIBITS

         The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.

ITEM 9.  UNDERTAKINGS.

         (a)    The undersigned Registrant hereby undertakes:

                  (1)   To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:

                           (i)    To include any prospectus required by section
10(a)(3) of the Securities Act;

                           (ii)   To reflect in the prospectus any facts or
events arising after the effective date of this Registration Statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of the securities
offered would not exceed that which was registered) and any deviation from the
low or high end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table herein; and

                           (iii)  To include any material information with
respect to the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in this Registration
Statement;

Provided, however, that paragraphs (i) and (ii) do not apply if this
Registration Statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.

                  (2)   That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (3)   To remove from registration by means of post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (b)    That, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Exchange Act) that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

         (c)    Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other that the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or



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proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.





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                                   SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Jose, State of California, on February 6, 2001.


                                JDS UNIPHASE CORPORATION

                                By:      /s/ Jozef Straus, Ph.D.
                                   --------------------------------------------
                                   Jozef Straus, Ph.D., Co-Chairman of the Board
                                   of Directors and Chief Executive Officer


                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints and hereby authorizes Jozef Straus, Ph.D.
and Anthony R. Muller, severally, such person's true and lawful
attorneys-in-fact, with full power of substitution or resubstitution, for such
person and in such person's name, place and stead, in any and all capacities, to
sign on such person's behalf, individually and in each capacity stated below,
any and all amendments, including post-effective amendments to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and purposes as such person might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact, or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.




NAME AND SIGNATURES                                              TITLE                               DATE
                                                                                            


/s/ Jozef Straus, Ph.D.                        Chief Executive Officer and Co-Chairman of          February 6, 2001
- -----------------------                        the Board of Directors (Principal Executive
Jozef Straus, Ph.D.                                            Officer)


/s/ Martin Kaplan                                                                                  February 6, 2001
- -----------------                                Co-Chairman of the Board of Directors
Martin Kaplan

/s/ Anthony R. Muller                          Executive Vice President, Chief Financial           February 6, 2001
- ---------------------                          Officer and Secretary (Principal Financial
Anthony R. Muller                                         and Accounting Officer)


/s/ Bruce D. Day                                                                                   February 6, 2001
- ----------------
Bruce D. Day                                                    Director

/s/ Peter A. Guglielmi                                                                             February 6, 2001
- ----------------------
Peter A. Guglielmi                                              Director

/s/ Robert E. Enos                                                                                 February 6, 2001
- ------------------
Robert E. Enos                                                  Director




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/s/ John A. MacNaughton
- -----------------------
John A. MacNaughton                                             Director                     February 6, 2001

/s/ Wilson Sibbett, Ph.D.
- -------------------------
Wilson Sibbett, Ph.D.                                           Director                     February 6, 2001

/s/ Casimir S. Skrzypczak
- -------------------------
Casimir S. Skrzypczak                                           Director                     February 6, 2001

/s/ William J. Sinclair
- -----------------------
William J. Sinclair                                             Director                     February 6, 2001



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                                  EXHIBIT INDEX

EXHIBIT NO.                                              DESCRIPTION

     5.1      Opinion of Morrison & Foerster LLP


     23.2     Consent of Ernst & Young LLP, independent auditors


     24.1     Power of Attorney (included on signature page of this Registration
              Statement)



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