-----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, FtlXalI/29HMD3DNKSJG3qGDU8HKiYI+qBWs8NxH2btCPpmLu2Hl3a89JRDJ6gS9 hxard7tF4hnvXeK79IKpTQ== 0000891618-00-000641.txt : 20000210 0000891618-00-000641.hdr.sgml : 20000210 ACCESSION NUMBER: 0000891618-00-000641 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20000209 EFFECTIVENESS DATE: 20000209 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JDS 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: S-8 SEC ACT: SEC FILE NUMBER: 333-96481 FILM NUMBER: 529044 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 S-8 1 FORM S-8 1 As filed with the Securities and Exchange Commission on February 9, 2000 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.) 163 BAYPOINTE PARKWAY SAN JOSE, CALIFORNIA 95134 (Address of registrant's principal executive offices) OPTICAL COATING LABORATORY, INC. 1993 INCENTIVE COMPENSATION PLAN OPTICAL COATING LABORATORY, INC. 1995 INCENTIVE COMPENSATION PLAN OPTICAL COATING LABORATORY, INC. 1996 INCENTIVE COMPENSATION PLAN OPTICAL COATING LABORATORY, INC. 1998 INCENTIVE COMPENSATION PLAN OPTICAL COATING LABORATORY, INC. 1999 INCENTIVE COMPENSATION PLAN OPTICAL COATING LABORATORY, INC. 1999 DIRECTOR STOCK PLAN AND OPTICAL COATING LABORATORY, INC. 1999 EMPLOYEE STOCK PURCHASE PLAN (Full titles of the plans) Kevin N. Kalkhoven Co-Chairman of the Board of Directors and Chief Executive Officer JDS Uniphase Corporation 163 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 AMOUNT OF TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION TO BE REGISTERED REGISTERED (1) SHARE (2) PRICE (2) FEE (5) - --------------------------------------------------------------------------------------------------------------------------- Optical Coating Laboratory, 64,032 $ 5.87(3) $ 375,868(3) $ 99.23 Inc. 1993 Incentive Compensation Plan Common Stock ($.001 par value)
2 Optical Coating Laboratory, 242,381 $ 7.27(3) $1,762,110(3) $ 465.20 Inc. 1995 Incentive Compensation Plan Common Stock ($.001 par value) Optical Coating Laboratory, 999,557 $ 6.25(3) $6,247,231(3) $ 1,649.27 Inc. 1996 Incentive Compensation Plan Common Stock ($.001 par value) Optical Coating Laboratory, 786,312 $ 14.67(3) $11,535,197(3) $ 3,045.29 Inc. 1998 Incentive Compensation Plan Common Stock ($.001 par value) Optical Coating Laboratory, 1,048,594 $ 10.72(3) $11,240,928(3) $ 2,967.60 Inc. 1999 Incentive Compensation Plan Common Stock ($.001 par value) Optical Coating Laboratory, 27,840 $ 36.30(3) $1,010,592(3) $ 266.80 Inc. 1999 Director Stock Plan Common Stock ($.001 par value) Optical Coating Laboratory, 742,400 $ 205.73(4) $152,733,952(4) $40,321.76 Inc. 1999 Employee Stock Purchase Plan Common Stock ($.001 par value) Total 3,911,116 $184,905,878 $48,815.15
(1) Pursuant to the Agreement and Plan of Reorganization and Merger (the "Merger Agreement") dated as of November 3, 1999 by and among JDS Uniphase Corporation, Vintage Acquisition, Inc. and Optical Coating Laboratory, Inc., JDS Uniphase Corporation assumed all of the outstanding options to purchase Common Stock of Optical Coating Laboratory, Inc. under the plans 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. (4) Computation based upon the Registrant's good faith estimate of the value of its Common Stock based upon the average of the high and low prices of Optical Coating Laboratory, Inc.'s Common Stock as reported on the Nasdaq National Market on February 2, 2000. (5) Pursuant to Rule 457(b) under the Securities Act, all of the registration fee is offset by the filing fees previously paid in connection with the filing of the Registrant's Registration Statement on S-4 on December 8, 1999. The fees paid for that filing included 2,176,352 shares to be issued pursuant to the exercise of Optical Coating Laboratory, Inc. options and were calculated based on a proposed maximum offering price of $195.31 per share which accounted for $60,462 of the $796,990 filing fee. Accordingly, no additional fee is being paid herewith. 2 3 EXPLANATORY NOTE This Registration Statement has been prepared in accordance with the requirements of Form S-8 under the Securities Act to register 3,911,116 shares of Common Stock of JDS Uniphase Corporation, a Delaware corporation (the "Registrant"), issuable to eligible employees, directors, consultants and advisors under certain employee benefit plans assumed by Registrant upon the merger of Registrant's wholly owned subsidiary, Vintage Acquisition, Inc., a Delaware corporation, with and into Optical Coating Laboratory, Inc., a Delaware corporation. The plans were previously obligations of Optical Coating Laboratory, Inc. 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 plans 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 and Form 10-K/A for the fiscal year ended June 30, 1999 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. 3 4 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. 4 5 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 5 6 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. 6 7 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 9, 2000. JDS UNIPHASE CORPORATION By /s/ Kevin N. Kalkhoven ----------------------------- Kevin N. Kalkhoven, 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 Kevin N. Kalkhoven 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/ Kevin N. Kalkhoven February 9, 2000 - -------------------------------- Chief Executive Officer and Kevin N. Kalkhoven Co-Chairman of the Board of Directors (Principle Executive Officer) /s/ Jozef Straus, Ph.D. February 9, 2000 - -------------------------------- President, Chief Operating Officer and Jozef Straus, Ph.D. Co-Chairman of the Board of Directors /s/ Anthony R. Muller February 9, 2000 - -------------------------------- Senior Vice President, Anthony R. Muller Chief Financial Officer and Secretary (Principal Financial and Accounting Officer) /s/ Bruce Day Director February 9, 2000 - -------------------------------- Bruce Day /s/ Peter Guglielmi Director February 9, 2000 - -------------------------------- Peter Guglielmi /s/ Robert E. Enos Director February 9, 2000 - -------------------------------- Robert E. Enos
7 8 /s/ Martin Kaplan Director February 9, 2000 - -------------------------------- Martin Kaplan /s/ John A. MacNaughton Director February 9, 2000 - -------------------------------- John A. MacNaughton /s/ Wilson Sibbett, Ph.D. Director February 9, 2000 - -------------------------------- Wilson Sibbett, Ph.D. /s/ Casimir S. Skrzypczak Director February 9, 2000 - -------------------------------- Casimir S. Skrzypczak /s/ William J. Sinclair Director February 9, 2000 - -------------------------------- William J. Sinclair
8 9 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION - ----------- ----------- 5.1 Opinion of Morrison & Foerster LLP 23.1 Consent of Morrison & Foerster LLP (set forth in Exhibit 5.1) 23.2 Consent of Ernst & Young LLP, independent auditors 23.3 Consent of Deloitte & Touche LLP, independent auditors 23.4 Consent of Pricewaterhouse Coopers LLP, independent accountants 23.5 Consent of Pricewaterhouse Coopers LLP, independent accountants 23.6 Consent of KPMG LLP, independent accountants 24.1 Power of Attorney (included on signature page of this Registration Statement)
EX-5.1 2 OPINION OF MORRISON & FOERSTER LLP 1 EXHIBIT 5.1 MORRISON & FOERSTER LLP San Francisco, California February 9, 2000 JDS Uniphase Corporation 163 Baypointe Parkway San Jose, California 95134 Re: Optical Coating Laboratory, Inc. 1993 Incentive Compensation Plan Optical Coating Laboratory, Inc. 1995 Incentive Compensation Plan Optical Coating Laboratory, Inc. 1996 Incentive Compensation Plan Optical Coating Laboratory, Inc. 1998 Incentive Compensation Plan Optical Coating Laboratory, Inc. 1999 Incentive Compensation Plan Optical Coating Laboratory, Inc. 1999 Director Stock Plan Optical Coating Laboratory, Inc. 1999 Employee Stock Purchase Plan Gentlemen: At your request, we have examined the Registration Statement on Form S-8 (the "Registration Statement") executed by you on February 9, 2000, and to be filed with the Securities and Exchange Commission (the "Commission") in connection with the registration under the Securities Act of 1933, as amended (the "Securities Act"), of an aggregate of 3,911,116 shares of your common stock, $.001 par value (the "Common Stock"), which will be issuable under the above-referenced plans (collectively, the "Plans"). As your counsel in connection with the Registration Statement, we have examined the proceedings taken by you in connection with the assumption of the Plans by JDS Uniphase Corporation, and such documents as we have deemed necessary to render this opinion, in connection with the acquisition of Optical Coating Laboratory, Inc. by JDS Uniphase Corporation. Based upon the foregoing, it is our opinion that the Common Stock, when issued and outstanding pursuant to the terms of the Plans, will be validly issued, fully paid and non-assessable. We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission. Very truly yours, MORRISON & FOERSTER LLP EX-23.2 3 CONSENT OF ERNST & YOUNG LLP 1 EXHIBIT 23.2 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Optical Coating Laboratory, Inc. 1993 Incentive Compensation Plan, the Optical Coating Laboratory, Inc. 1995 Incentive Compensation Plan, the Optical Coating Laboratory, Inc. 1996 Incentive Compensation Plan, the Optical Coating Laboratory, Inc. 1998 Incentive Compensation Plan, the Optical Coating Laboratory, Inc. 1999 Incentive Compensation Plan, the Optical Coating Laboratory, Inc. 1999 Employee Stock Purchase Plan, and the Optical Coating Laboratory, Inc. 1999 Director Stock Plan of our report dated July 23, 1999 (except for Note 13, as to which the date is August 25, 1999) with respect to the consolidated financial statements of JDS Uniphase Corporation and the related financial statement schedule included in its Annual Report (Form 10-K/A), filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP San Jose, California February 7, 2000 EX-23.3 4 CONSENT OF DELOITTE & TOUCHE LLP 1 EXHIBIT 23.3 CONSENT OF DELOITTE & TOUCHE LLP, INDEPENDENT AUDITORS We consent to the incorporation by reference in this Registration Statement of JDS Uniphase Corporation on Form S-8 of our report dated December 22, 1998 (January 8, 1999 as to paragraph 8 of Note 6, May 26, 1999 as to Note 15 and November 3, 1999 as to Note 16) on the consolidated financial statements of Optical Coating Laboratory, Inc. and subsidiaries appearing in the Current Report on Form 8-K/A of JDS Uniphase Corporation filed on November 30, 1999. DELOITTE & TOUCHE LLP San Jose, California February 9, 2000 EX-23.4 5 CONSENT OF PRICEWATERHOUSECOOPERS LLP 1 EXHIBIT 23.4 CONSENT OF PRICEWATERHOUSE COOPERS LLP We hereby consent to the incorporation by reference in this Registration Statement of JDS Uniphase Corporation on Form S-8 of our Report dated July 20, 1999, except as to Note 14, which is as of July 27, 1999, relating to the financial statements of E-TEK Dynamics, Inc. as of June 30, 1998 and 1999 and for each of the three years in the period ended June 30, 1999, which report appears in the Current Report on Form 8-K of JDS Uniphase Corporation filed January 17, 2000. /s/ PRICEWATERHOUSECOOPERS LLP - ----------------------------------------- San Jose, CA February 8, 2000 EX-23.5 6 CONSENT OF PRICEWATERHOUSECOOPERS LLP (2) 1 EXHIBIT 23.5 CONSENT OF PRICEWATERHOUSE COOPERS LLP Securities and Exchange Commission Washington, D.C. United States of America 20549 CONSENT OF INDEPENDENT CHARTERED ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement of JDS Uniphase Corporation on Form S-8 of our Report dated July 5, 1999, with respect to the consolidated financial statements of JDS FITEL Inc. for the year ended May 31, 1999, which report appears in the Current Report on Form 8-K/A of JDS Uniphase Corporation filed November 4, 1999. /s/ PricewaterhouseCoopers LLP Chartered Accountants Ottawa, Ontario February 8, 2000 EX-23.6 7 CONSENT OF KPMG LLP 1 EXHIBIT 23.6 CONSENT OF KPMG LLP, INDEPENDENT ACCOUNTANTS To the Board of Directors and Stockholders Flex Products, Inc. We consent to the incorporation by reference in the Registration Statement on Form S-8 of JDS Uniphase Corporation to be filed on February 9, 2000, of our report dated November 26, 1997, with respect to the balance sheet of Flex Products, Inc. as of November 2, 1997, and the related statements of operations, stockholders' equity and cash flows of Flex Products, Inc. for the years ended November 2, 1997 and November 3, 1996, which report appears in the October 31, 1998 annual report on Form 10-K of Optical Coating Laboratory, Inc., and in the current report on Form 8-K/A dated November 30, 1999 of JDS Uniphase Corporation. San Francisco, California February 7, 2000 -----END PRIVACY-ENHANCED MESSAGE-----