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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: February 6, 2001
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(Date of earliest event reported)
JDS Uniphase Corporation
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(Exact name of Registrant as specified in its charter)
Delaware 0-22874 94-2579683
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(State or other jurisdiction (Commission (I.R.S. employer
of incorporation) file number) identification no.)
210 Baypointe Parkway San Jose, California 95134
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(Address of principal executive offices including Zip Code)
Registrant's telephone number, including area code (408) 434-1800
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Item 5. Other Events.
On February 5, 2001, Registrant and Nortel Networks Corp. ("Nortel") agreed
that Nortel would acquire from Registrant Registrant's Zurich subsidiary,
Uniphase Switzerland A.G., and associated assets (collectively, the "Zurich
Business"), subject to the terms of a certain Purchase Agreement (the "Purchase
Agreement") dated as of February 5, 2001 between Registrant and Nortel. For the
first six months of Fiscal 2001, the Zurich business contributed less than 5% of
the consolidated revenue and consolidated pro forma operating income of JDS
Uniphase. The closing of the acquisition is conditioned upon, among other
things, the satisfaction of all remaining conditions to Registrant's pending
merger with SDL, Inc. ("SDL"). Accordingly, there can be no assurance that the
acquisition will be completed. The acquisition is scheduled to close immediately
prior to completion of such merger.
The acquisition by Nortel of the Zurich Business pursuant to the Purchase
Agreement has been approved by the United States Department of Justice ("DOJ"),
which has advised Registrant and SDL that such sale satisfies its concerns
regarding the competitive effects of their pending merger. In the event that the
sale by Registrant to Nortel of the Zurich Business should not occur for any
reason, Registrant intents to pursue negotiations with the DOJ to obtain a
Consent Decree, pursuant to which Registrant would agree to divest the Zurich
Business within an agreed upon period after completion of its merger with SDL
and the DOJ would, thus, permit the merger to proceed. In such case, the
likelihood, timing and specific terms of such a Consent Decree and, accordingly,
the likelihood and timing of completion of the merger, are uncertain.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit 99.1. Press Release dated February 6, 2001.
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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 thereunto duly authorized.
JDS UNIPHASE CORPORATION
By: /s/ Michael C. Phillips
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Michael C. Phillips
Senior Vice President, Business
Development, General Counsel
Date: February 6, 2001
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release dated February 6, 2001.