-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Oo3MgKHV08c+anGA6XVVccP1o+JXe08dNXqAuchiCseK5sATCE4OStNINcfoSPag jWV/hpVhBnixlo5AgE/lEg== 0000891618-97-004886.txt : 19971211 0000891618-97-004886.hdr.sgml : 19971211 ACCESSION NUMBER: 0000891618-97-004886 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970630 FILED AS OF DATE: 19971210 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNIPHASE CORP /CA/ CENTRAL INDEX KEY: 0000912093 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 942579683 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 000-22874 FILM NUMBER: 97735912 BUSINESS ADDRESS: STREET 1: 163 BAYPOINTE PKWY CITY: SAN JOSE STATE: CA ZIP: 95134 BUSINESS PHONE: 4084341800 MAIL ADDRESS: STREET 1: 163 BAYPOINTE PARKWAY CITY: SAN JOSE STATE: CA ZIP: 95134 10-K/A 1 AMENDMENT #1 TO FORM 10-K 1 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM 10-K/A (MARK ONE) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED JUNE 30, 1997 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 0-22874 ------------------------ UNIPHASE CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 163 BAYPOINTE PKWY SAN JOSE, CA 95134 94-2579683 (STATE OR OTHER (ADDRESS OF PRINCIPAL (ZIP CODE) (I.R.S. EMPLOYER JURISDICTION OF EXECUTIVE OFFICES) IDENTIFICATION INCORPORATION OR NO.) ORGANIZATION)
Registrant's telephone number, including area code (408) 434-1800 Securities registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED - -------------------------------------------------------------------------------------------- None None
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: COMMON STOCK, PAR VALUE $.001 PER SHARE (TITLE OF CLASS) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] As of September 15, 1997, the aggregate market value of the voting stock held by non-affiliates of the Registrant was approximately $793,456,741 based upon the average of the high and low prices of the Common Stock as reported on The Nasdaq National Market on such date. Shares of Common Stock held by officers, directors and holders of more than 5% of the outstanding Common Stock have been excluded from this calculation because such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes. As of September 15, 1997, the Registrant had 17,181,518 shares of Common Stock. DOCUMENTS INCORPORATED BY REFERENCE (To the Extent Indicated Herein) Portions of registrants 1997 Annual Report to Stockholders (Part II) Portions of registrant's Proxy Statement for its 1997 Annual Meeting of Stockholders (Part III) ================================================================================ 2 EXPLANATORY NOTE The Undersigned Registrant hereby amends "Item 14 - Exhibits, Financial Statement Schedules, and Reports on Form 8-K" of its Annual Report on Form 10-K for the fiscal year ended June 30, 1997 filed on September 25, 1997 pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. 3 PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (a)(1) FINANCIAL STATEMENTS The financial statements listed in the accompanying index to financial statements and financial statement schedules are filed or incorporated by reference as part of this annual report. (a)(2) FINANCIAL STATEMENT SCHEDULES The financial statements listed in the accompanying index to financial statements and financial statement schedules are filed or incorporated by reference as part of this annual report. (a)(3) EXHIBITS The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as a part of this annual report. (b) REPORTS ON FORM 8-K The Company filed reports on form 8-K/A Amendment 1 and Amendment 2 on May 23, 1997 and June 10, 1997, respectively, reporting the purchase of ULE and including the audited financial statements of Laser Enterprise, a division of International Business Machines in accordance with Rule 3.05 of Regulation S-X and the pro forma financial information required by Article 11 of Regulation S-X. 1 4 INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
REFERENCE PAGE ------------------------------------ 1997 ANNUAL FORM 10-K REPORT TO STOCKHOLDERS --------- ---------------------- Consolidated Statements of Operations -- Years ended June 30, 1997, 1996 and 1995......................................... -- 22 Consolidated Balance Sheets -- June 30, 1997 and 1996......... -- 23 Consolidated Statements of Stockholders' Equity -- Years ended June 30, 1997, 1996 and 1995................................ -- 24 Consolidated Statements of Cash Flows -- Years ended June 30, 1997, 1996 and 1995......................................... -- 25 Notes to Consolidated Financial Statements.................... -- 25 Report of Ernst & Young LLP, Independent Auditors............. -- 26-40 Schedule II -- Valuation and Qualifying Accounts -- June 30, 1997, 1996 and 1995......................................... 26 --
All other financial statement schedules have been omitted because they are not applicable or are not required or the information required to be set forth therein is included in the Company's consolidated financial statements set forth in Item 8 of this Form 10-K and the notes thereto. 2 5 UNIPHASE CORPORATION SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
ADDITIONS ------------------------ BALANCE AT CHARGED TO CHARGED TO BALANCE AT BEGINNING COST AND OTHER DEDUCTION END OF DESCRIPTIONS OF PERIOD EXPENSES ACCOUNTS(2) (1) PERIOD - -------------------------------------------- ---------- ---------- ----------- --------- ---------- (IN THOUSANDS) Year ended June 30, 1997 Allowance for doubtful accounts........... $285 $582 $ 1,083 $73 $1,877 Year ended June 30, 1996 Allowance for doubtful accounts........... $164 $139 $ -- $18 $ 285 Year ended June 30, 1995 Allowance for doubtful accounts........... $100 $ 59 $ -- $ 5 $ 164
- --------------- (1) Charges for uncollectible accounts, net of recoveries. (2) Allowance assumed through the acquisition of ULE. 3 6 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. Date: December 10, 1997 UNIPHASE CORPORATION By: /s/ KEVIN N. KALKHOVEN ------------------------------------ Kevin N. Kalkhoven Chairman and Chief Executive Officer 4 7 UNIPHASE CORPORATION ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED JUNE 30, 1997
EXHIBIT NUMBER EXHIBIT DESCRIPTION ------------- ---------------------------------------------------------------------------- 3(i)(b)(2) Amended and Restated Certificate of Incorporation. 3(ii)(c)(7) Bylaws of the Registrant, as amended. 10.1(2) Superseding Patent License Agreement, dated June 21, 1989, between Patlex 10.2(2) Corporation and the Registrant. Agreement, dated December 2, 1991, between Crosfield Electronics Limited and the Registrant. 10.3(2) License Agreement, dated December 18, 1991, between The Regents of University of California and the Registrant. 10.4(2) License Agreement, dated August 2, 1993, between Research Corporation Technologies, Inc., and the Registrant. 10.5(3) 1984 Amended and Restated Stock Plan. 10.6(3) 1993 Flexible Stock Incentive Plan. 10.7(3) 1993 Amended and Restated Employee Stock Purchase Plan. 10.8(2) Patent License Agreement, dated October 29, 1993, by and between the Registrant and Molecular Dynamics, Inc. 10.9(4) License Agreement, May 9, 1994, between I.E. Optomech Ltd. and the Registrant. 10.10(5) Loan and Security Agreement, dated January 28, 1997 between Bank of the West and the Registrant. 10.11(6) Distributor Agreement, dated October 1, 1994, between Innotech Corporation and the Registrant. 10.12(6) Joint Venture Agreement, dated July 24, 1995, between Daniel Guillot and the Registrant. 10.13(6) Amendment, dated July 14, 1995, to Lease, dated November 6, 1984, between Alexander/Dorothy Scheflo and the Registrant. 10.14(6) Laser Technology Sublicense Agreement, dated October 13, 1994, between The University Court of The University of St. Andrews through I.E. Optomech and theRegistrant. 10.15(6) Nonexclusive Sublicense Agreement, dated July 14, 1995, between Coherent, Inc. and the Registrant. 10.16(6) Sublicense Agreement, dated May 26, 1995, between Stanford University and the Registrant. 10.17(6) License Agreement, dated June 8, 1995, between ISOA, Inc. and the Registrant. 10.18(6) Research and Development Contract, dated January 18, 1995, between the National Institute of Standards and Technology to the Registrant. 10.19(8) Purchase and Sale Agreement between Registrant and Tasman-Sterling Associates, a California general partnership, dated January 30, 1996. 10.20(9) Form of Stock Purchase Agreement between Registrant, Fiberoptic Alignment Solutions, Inc., an Illinois corporation ("FAS"), Uniphase Telecommunications Products, Inc., a Delaware corporation, and the shareholders of FAS named therein, and Amendment No. 1 thereto datedas of May 31, 1996.
5 8
EXHIBIT NUMBER EXHIBIT DESCRIPTION ------------- ---------------------------------------------------------------------------- 10.21(10) Form of Agreement between Registrant and GCA Fibreoptics Limited for the Sale and Purchase of the entire issued shares capital of GCA Fibreoptics Limited as of May 24, 1996. 10.22(7) Joint Venture agreement, dated July 24, 1995, between Daniel Guillot and the Registrant, as amended October 6, 1995. 10.23(7) OEM Agreement, dated November 20, 1995, between the Registrant and Tencor Instruments. 10.24(7) License Agreement, dated November 20, 1995, between the Registrant and Tencor Instruments. 10.25(11) Amended and Restated 1993 Flexible Stock Incentive Plan. 10.26(12) OEM Agreement dated July 24, 1997 by and between KLA-Tencor Corporation and the Registrant. 10.28(1) Purchase Agreement among Uniphase Corporation, International Business Machines Corporation, and Uniphase Laser Enterprise AG 10.29(1) Technology License Agreement 10.30(1) Patent License Agreement 10.31(1) The Agreement for Exchange of Confidential Information 13 Portions of the 1997 Annual Report to Stockholders expressly incorporated by reference herein. 21.1 Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 to the Company's Annual Report on Form 10-K for the year ended June 30, 1997.) 23.1 Consent of Ernst & Young LLP, independent auditors (incorporated by reference to Exhibit 23.1 to the Company's Annual Report on Form 10-K for the year ended June 30, 1997.) 24.1 Powers of Attorney (incorporated by reference to Exhibit 24.1 to the Company's Annual Report on Form 10-K for the year ended June 30, 1997.) 27 Financial Data Schedule (incorporated by reference to Exhibit 27 to the Company's Annual Report on Form 10-K for the year ended June 30, 1997.)
- --------------- (1) Incorporated by reference to the exhibit to the Company's current Report on Form 8-K filed March 25, 1997. (2) Incorporated by reference to the exhibits filed with the Registrant's registration statement on Form S-1, file number 33-68790, which was declared effective November 17, 1993. (3) Incorporated by reference to the exhibits filed with the Registrant's registration statement on Form S-8, file number 33-74716 filed with the Securities and Exchange Commission on February 1, 1994. (4) Incorporated by reference to the exhibits filed with the Registrant's annual report on Form 10-K for the period ended June 30, 1994. (5) Incorporated by reference to the exhibits filed with the Registrant's quarterly report on Form 10-Q for the period ended December 31, 1996 as filed on February 14, 1997. (6) Incorporated by reference to the exhibit filed with the Registrant's annual report on form 10-K for the period ended June 30, 1995. (7) Incorporated by reference to exhibits filed with the Registrant's quarterly report on Form 10-Q for the period ended December 31, 1995. (8) Incorporated by reference to the exhibit to the Company's current Report on Form 8-K filed February 22, 1996. (9) Incorporated by reference to the exhibit to the Company's form S-3/A filed June 7, 1996. (10) Incorporated by reference to the exhibit to the Company's Post-Effective Amendment No. 1 to Registration Statement on Form S-3 filed June 20, 1996. 6 9 (11) Incorporated by reference to exhibits filed with the Registrant's registration statement on form S-8, file number 33-31722 filed with the Securities and Exchange Commission on February 27, 1996. (12) Incorporated by reference to exhibits filed with Registrant's registration statement on form S-3A, Amendment No. 2, file number 333-27931 filed with the Securities and Exchange Commission on August 12, 1997. Confidential treatment has been requested with respect to certain portions. 7 -----END PRIVACY-ENHANCED MESSAGE-----