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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 13, 2001
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.)
210 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 13, 2001, pursuant to that certain Agreement and Plan
of Merger dated as of July 9, 2000, as amended (the "Merger Agreement"), by and
among JDS Uniphase Corporation, a Delaware corporation ("Registrant"), K2
Acquisition, Inc., a Delaware corporation, and SDL, Inc., a Delaware corporation
("SDL"), Registrant and SDL combined in a transaction in which each SDL
stockholder received 3.8 shares of Registrant's common stock for each share of
SDL held by such stockholder. Options to purchase shares of SDL common stock
("SDL Options") became options to purchase a number of shares of Registrant's
common stock equal to 3.8 multiplied by the number of SDL shares of common stock
subject to such SDL Options. A full description of the merger is contained in
the joint proxy statement/prospectus of the Registrant and SDL dated November
17, 2000.
As a result of the transaction, Registrant owns all of the voting
securities of SDL. SDL's products power the transmission of data, voice and
Internet information over fiber optic networks to meet the needs of
telecommunications, data transmission, dense wavelength division multiplexing
(DWDM) and cable television applications. SDL's optical products also serve a
variety of non-communications applications, including materials processing and
printing.
The assets acquired by Registrant pursuant to the transaction include
all assets of SDL, which consist of, among other things, SDL'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 SDL's business.
In addition to the personal property assets acquired in the transaction,
Registrant also acquired, through SDL, leasehold interests in and to
approximately 236,000 square feet of administrative, manufacturing, marketing,
engineering and research facilities, in San Jose and Santa Clara, California,
Cambridge, Massachusetts, Bensalem, Pennsylvania, Victoria, British Columbia and
Eastways, Witham, United Kingdom.
Registrant currently anticipates that substantially all of the assets
acquired by Registrant will continue to be used by Registrant in conducting the
business of SDL as conducted when the same was acquired by Registrant.
The consideration paid by Registrant to SDL stockholders in connection
with the acquisition consisted of approximately 334,000,000 newly issued
registered shares of Registrant's common stock. In addition, Registrant incurred
direct transaction costs and expenses estimated at $360 million. The
consideration paid at the closing of the acquisition was determined through
arms-length negotiations between Registrant and SDL, which negotiations took
into account Registrant's and SDL's business, financial position, operating
history, products, intellectual property and other factors relating to
Registrant's and SDL's businesses. In addition, all SDL Options became options
to
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purchase the number of shares of Registrant's common stock equal to 3.8
multiplied by the number of shares of SDL common stock subject to such SDL
Options. The estimated purchase cost is approximately $41 billion.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Businesses Acquired
The audited consolidated financial statements of SDL, Inc. as of December 31,
1999 and 2000, and for each of the three years in the period ended December 31,
2000 will be filed by amendment to this Current Report.
(b) Pro Forma Financial Information
Pro forma financial information will be filed by amendment to this Current
Report.
(c) Exhibits
2.1 Agreement and Plan of Merger, dated as of July 9, 2000, by and among the
Registrant, K2 Acquisition, Inc. and SDL, Inc. (Incorporated by reference to
Annex A to the Registrant's Registration Statement on Form S-4, as amended
(Registration No. 333-45300)).
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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 23, 2001