-----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, Pw35vgh0NyMM4BGyg0O5L+tqu1IsyPeN/qtvMDwnlYDA6fKpzcrQ1CvhR4qpwZ5I O5Z9/pkjYdHHQonBoO1Osw== /in/edgar/work/0000891618-00-004808/0000891618-00-004808.txt : 20001009 0000891618-00-004808.hdr.sgml : 20001009 ACCESSION NUMBER: 0000891618-00-004808 CONFORMED SUBMISSION TYPE: PRE 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20001213 FILED AS OF DATE: 20001006 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JDS UNIPHASE CORP /CA/ CENTRAL INDEX KEY: 0000912093 STANDARD INDUSTRIAL CLASSIFICATION: [3674 ] IRS NUMBER: 942579683 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: PRE 14A SEC ACT: SEC FILE NUMBER: 000-22874 FILM NUMBER: 735995 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 PRE 14A 1 f65998prpre14a.txt PRELIMINARY PROXY MATERIAL 1 ================================================================================ SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant [X] Filed by a party other than the Registrant [ ] Check the appropriate box: [X] Preliminary proxy statement [ ] Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive proxy statement [ ] Definitive additional materials [ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12 JDS UNIPHASE CORPORATION (NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) (NAME OF PERSON(s) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: ---------------------------------------------------------------------------- (2) Aggregate number of securities to which transactions applies: ---------------------------------------------------------------------------- (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): ---------------------------------------------------------------------------- (4) Proposed maximum aggregate value of transaction. ---------------------------------------------------------------------------- (5) Total fee paid: ---------------------------------------------------------------------------- [ ] Fee paid previously with preliminary materials: ---------------------------------------------------------------------------- [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. (1) Amount previously paid: ---------------------------------------------------------------------------- (2) Form, Schedule or Registration Statement No.: ---------------------------------------------------------------------------- (3) Filing Party: ---------------------------------------------------------------------------- (4) DATE FILED: ----------------------------------------------------------------- 2 [JDS Uniphase Logo] JDS UNIPHASE CORPORATION ------------------------ NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD DECEMBER 13, 2000 The Annual Meeting of Stockholders (the "Annual Meeting") of JDS Uniphase Corporation, a Delaware corporation (the "Company") will be held at the offices of the Company's subsidiary, E-TEK Dynamics, Inc., located at 1865 Lundy Avenue, San Jose, California on December 13, 2000, at 10:00 a.m., Pacific Standard Time, for the following purposes: 1. To elect three Class II directors to serve until the 2003 Annual Meeting of Stockholders and until their successors are elected and qualified. 2. To amend the Company's Amended and Restated Certificate of Incorporation to increase the number of shares of Common Stock, par value $.001 per share, which the Company is authorized to issue from 3,000,000,000 shares to 6,000,000,000 shares. 3. To ratify the appointment of Ernst & Young LLP as the independent auditors for the Company for the fiscal year ending June 30, 2001. 4. To transact such other business as may properly come before the Annual Meeting and any adjournment or postponement thereof. The foregoing items of business are more fully described in the Proxy Statement which is attached and made a part hereof. The Board of Directors has fixed the close of business on October 23, 2000 as the record date for determining the stockholders entitled to notice of and to vote at the Annual Meeting and any adjournment or postponement thereof. WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING IN PERSON, YOU ARE URGED TO MARK, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE IN THE POSTAGE-PREPAID ENVELOPE PROVIDED TO ENSURE YOUR REPRESENTATION AND THE PRESENCE OF A QUORUM AT THE ANNUAL MEETING. IF YOU SEND IN YOUR PROXY CARD AND THEN DECIDE TO ATTEND THE ANNUAL MEETING TO VOTE YOUR SHARES IN PERSON, YOU MAY STILL DO SO. YOUR PROXY IS REVOCABLE IN ACCORDANCE WITH THE PROCEDURES SET FORTH IN THE PROXY STATEMENT. By Order of the Board of Directors, ANTHONY R. MULLER SIGNATURE Anthony R. Muller Secretary San Jose, California October , 2000 3 JDS UNIPHASE CORPORATION 210 BAYPOINTE PARKWAY SAN JOSE, CA 95134 ------------------------ PROXY STATEMENT GENERAL INFORMATION This Proxy Statement is furnished to stockholders of JDS Uniphase Corporation, a Delaware corporation (the "Company"), in connection with the solicitation by the Board of Directors (the "Board") of the Company of proxies in the accompanying form for use in voting at the Annual Meeting of Stockholders of the Company (the "Annual Meeting") to be held on December 13, 2000, at 10:00 a.m., Pacific Standard Time, at the offices of the Company's subsidiary, E-TEK Dynamics, Inc., located at 1865 Lundy Avenue, San Jose, California, and any adjournment or postponement thereof. The shares represented by the proxies received, properly marked, dated, executed and not revoked will be voted at the Annual Meeting. All Common Stock numbers in this Proxy Statement have been adjusted to reflect the effect of the two-for-one stock splits of the Company's common stock and exchangeable shares of the Company's subsidiary, JDS Uniphase Canada Ltd., which were declared by the Company payable August 3, 1999, December 29, 1999 and March 10, 2000. SOLICITATION AND VOTING PROCEDURES Each stockholder of the Company's Common Stock, par value $.001 per share ("Common Stock"), is entitled to one vote for each share of Common Stock owned as of the record date and CIBC Mellon Trust Company (the "Trustee"), the holder of the Company's Special Voting Share, is entitled to one vote for each Exchangeable Share of JDS Uniphase Canada Ltd., a subsidiary of the Company ("Exchangeable Shares"), outstanding as of the record date (other than Exchangeable Shares owned by the Company and its affiliates). Holders of Common Stock and the Special Voting Share are collectively referred to as "Stockholders." Votes cast with respect to Exchangeable Shares will be voted through the Special Voting Share by the Trustee as directed by the holders of Exchangeable Shares, except votes cast with respect to Exchangeable Shares whose holders request to vote directly, in person as proxy for the Trustee at the Annual Meeting. A majority of the shares entitled to vote, present in person or represented by proxy, shall constitute a quorum at the Annual Meeting. For the election of directors, the three candidates receiving the greatest number of affirmative votes of the votes attached to shares of Common Stock and the Special Voting Share will be elected, provided a quorum is present and voting. The affirmative vote of a majority of the votes attached to all outstanding shares of Common Stock and the Special Voting Share, voting together as a single class, present in person or represented by proxy at the Annual Meeting shall be required to approve Proposal 2. Proposal 3 will require the affirmative vote of a majority of the votes attached to shares of Common Stock and the Special Voting Share, voting together as a single class, present or represented by proxy and entitled to vote at the Annual Meeting. Stockholders of record at the close of business on October 23, 2000 are entitled to notice of and to vote at the Annual Meeting. At the Record Date, shares of Common Stock were issued and outstanding, one share of the Company's Special Voting Stock was issued and outstanding, and Exchangeable Shares were issued and outstanding (excluding Exchangeable Shares owned by the Company and its affiliates which are not voted). Each Exchangeable Share is exchangeable at any time, at the option of its holder, for one share of the Company's Common Stock. All shares of Common Stock and the Special Voting Share represented by valid proxies will be voted in accordance with the instructions contained therein. Votes with respect to Exchangeable Shares represented by valid voting instructions received by the Trustee, will be cast by the Trustee in accordance with those instructions. In the absence of instructions, proxies from holders of Common Stock will be voted FOR Proposals 1, 2 and 3. If no instructions are received by the Trustee from a holder of Exchangeable Shares, the votes to which such holder is entitled will not be exercised. 1 4 An automated system administered by the Company's transfer agent will tabulate votes cast by proxy at the Annual Meeting, and an officer of the Company will tabulate votes cast in person at the Annual Meeting. Under the General Corporation Law of the State of Delaware, an abstaining vote and a broker "non-vote" are counted as present and are, therefore, included for purposes of determining whether a quorum of shares is present at a meeting. A broker "non-vote" occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have the discretionary voting power with respect to that item and has not received instructions from the beneficial owner. Broker "non-votes" and shares as to which proxy authority has been withheld with respect to any matter are not deemed to be entitled to vote for purposes of determining whether stockholder approval of that matter has been obtained. As a result, broker "non-votes" are not included in the tabulation of the voting results on the election of directors or issues requiring approval of a majority of the shares of Common Stock entitled to vote and, therefore, do not have the effect of votes in opposition in such tabulations. With respect to Proposals 1 and 3 requiring a plurality vote and the affirmative vote of a majority of the Common Stock and the Special Voting Share, voting together as a single class, present and entitled to vote, respectively, broker "non-votes" have no effect. However, with respect to Proposal 2 which requires the affirmative vote of a majority of the outstanding shares of the Company's Common Stock and the Special Voting Share, broker "non-votes" and shares as to which proxy authority has been withheld have the effect of a vote against Proposal 2. Because abstentions will be included in tabulations of the shares of Common Stock entitled to vote for purposes of determining whether a proposal has been approved, abstentions have the same effect as negative votes on Proposals 2 and 3. This Proxy Statement and the accompanying proxy were first sent by mail to common stockholders, the Trustee for the Special Voting Share and holders of Exchangeable Shares on or about , 2000. The solicitation of proxies will be conducted by mail and the Company will bear all attendant costs. The cost of soliciting proxies will be borne by the Company. The Company has retained the services of Corporate Investor Communications, Inc. ("CIC") to aid in the solicitation of proxies from brokers, bank nominees and other institutional owners. The Company estimates that it will pay CIC a fee not to exceed $ for its services and will reimburse them for certain out-of-pocket expenses that are usual and proper. In addition, the Company will reimburse brokerage firms and other persons representing beneficial owners of shares for their expenses in forwarding solicitation materials to such beneficial owners. Proxies may be solicited by certain of the Company's directors, officers and regular employees, without additional compensation, personally or by telephone, facsimile or telegram. REVOCABILITY OF PROXIES A proxy may be revoked by the Stockholder giving the proxy at any time before it is voted by written notice of revocation delivered to the Company prior to the meeting, and a prior proxy is automatically revoked by a Stockholder giving a subsequent proxy or attending and voting at the Annual Meeting. Attendance at the Annual Meeting in and of itself does not revoke a prior proxy. Holders of Exchangeable Shares who wish to direct the Trustee to cast the votes attached to the Special Voting Share on their behalf should follow carefully the instructions provided by the Trustee, which accompany this Proxy Statement. The procedure for instructing the Trustee differs in certain respects from the procedure for delivering a proxy, including the place for depositing the instructions and the manner for revoking the proxy. PROPOSAL 1 ELECTION OF DIRECTORS The number of directors on the Board is currently fixed at ten. The Company's Amended and Restated Certificate of Incorporation divides the Company's Board of Directors into three classes. The members of each class of directors serve staggered three year terms. On May 17, 2000, Kevin N. Kalkhoven resigned as Co-Chairman of the Board and Chief Executive Officer of the Company and will not seek re-election. Effective June 30, 2000, the Board appointed Donald J. Listwin as a director. 2 5 The Board is composed of four Class I directors (Mr. Kaplan, Mr. Listwin, Mr. MacNaughton and Mr. Sinclair), three Class II directors (Mr. Enos, Mr. Guglielmi and Professor Sibbett) and three Class III directors (Mr. Day, Mr. Skrzypczak and Dr. Straus), whose terms will expire upon the election and qualification of directors at the Annual Meeting of Stockholders held in 2001, 2000 and 2002, respectively. At each Annual Meeting of Stockholders, directors will be elected for a full term of three years to succeed those directors whose terms are expiring. At this Annual Meeting, the Stockholders will elect three Class II directors, each to serve a three year term until the 2003 Annual Meeting of Stockholders and until a qualified successor is elected and qualified or until the director's earlier resignation or removal. The Board has no reason to believe that each of the nominees named below will be unable or unwilling to serve as a director if elected. Certain information about the Board of Directors nominees is furnished below. CLASS II DIRECTOR NOMINEES Mr. Enos became a director of the Company in July 1999 upon the closing of the JDS FITEL Inc. ("JDS FITEL") merger with the Company and was previously a member of the JDS FITEL Board of Directors from 1996 until July 1999. Mr. Enos was the Vice President, Product Line Management, Cable Group and the Vice President, Transmission Network Division of Northern Telecom Limited from 1992 to 1994 and from 1989 to 1992, respectively. Mr. Enos retired from Northern Telecom Limited in 1994. Mr. Guglielmi has been a member of the Company's Board of Directors since May 1998. Mr. Guglielmi is Executive Vice President and Chief Financial Officer of Tellabs, Inc., and has served as its Chief Financial Officer since 1988. From 1993 to 1997, he was also President of Tellabs International, Inc. Prior to joining Tellabs, Mr. Guglielmi was Vice President of Finance and Treasurer of Paradyne Corporation for five years. Mr. Guglielmi serves on several boards of directors, including Tellabs, Inc. and Cherry Corporation. Professor Sibbett has been a member of the Company's Board of Directors since February 1995. Since 1994, he has been Director of Research for the School of Physics and Astronomy at the University of St. Andrews, Scotland and since 1985, has been its head. Professor Sibbett has been a member of the Engineering and Physical Sciences Research Council ("EPSRC") of the U.K. Department of Trade and Industry since 1986 and served as chairman of the EPSRC Laser Committee from 1992 to 1994. The three nominees receiving the highest number of affirmative votes of the votes attached to the Common Stock and the Special Voting Share, voting together as a single class, represented and voting on Proposal 1 at the Annual Meeting will be elected Class II directors of the Company, to serve their respective terms or until their successors have been elected and qualified. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF THE NOMINEES NAMED ABOVE 3 6 DIRECTORS AND EXECUTIVE OFFICERS The following table sets forth certain information with respect to the executive officers and directors of the Company:
NAME AGE POSITION(S) ---- --- ----------- Jozef Straus, Ph.D. ................. 54 Co-Chairman, Chief Executive Officer Charles J. Abbe ..................... 59 President, Chief Operating Officer M. Zita Cobb......................... 42 Executive Vice President, Strategy and Business Development Anthony R. Muller.................... 57 Executive Vice President, Chief Financial Officer and Secretary Joseph Ip............................ 43 Senior Vice President, Product Strategy Frederick L. Leonberger, Ph.D. ...... 53 Senior Vice President, Chief Technology Officer Michael C. Phillips.................. 50 Senior Vice President, Business Development, and General Counsel Bruce D. Day(1)...................... 44 Director Robert E. Enos(2).................... 61 Director Peter A. Guglielmi(1)(2)............. 57 Director Martin A. Kaplan(2).................. 63 Co-Chairman Donald J. Listwin.................... 41 Director John A. MacNaughton(2)............... 55 Director Wilson Sibbett, Ph.D. ............... 52 Director William J. Sinclair(1)............... 47 Director Casimir S. Skrzypczak(1)............. 59 Director
- --------------- (1) Member of the Audit Committee (2) Member of the Compensation Committee Dr. Straus became, in May 2000, Co-Chairman and Chief Executive Officer and was previously, since July 1999 when JDS FITEL merged with the Company, Co-Chairman, President and Chief Operating Officer. Dr. Straus co-founded JDS FITEL in 1981 and served as its Chief Executive Officer and President from September 1993 until July 1999 when JDS FITEL merged with the Company. He served on the JDS FITEL Board of Directors from 1981 and held various positions with JDS FITEL, including Vice President, Sales and Marketing from 1990 to 1993 when he assumed the position of Chief Executive Officer and President. Prior to 1981, Dr. Straus held various research and management positions related to fiber optic technology at Bell-Northern Research Ltd. and Northern Telecom Limited. Mr. Abbe became President and Chief Operating Officer in May 2000. From the merger of Optical Coating Laboratory, Inc. ("OCLI") with the Company in February 2000 until May 2000, Mr. Abbe served as Senior Vice President and Senior Operating Officer of the Company. From April 1998 to February 2000, Mr. Abbe served as director, President and Chief Executive Officer of OCLI. Mr. Abbe also served as Vice President and General Manager of OCLI's Santa Rosa Division from April 1996 through April 1998. Prior to joining OCLI, Mr. Abbe held various senior management positions with Raychem Corporation from 1989 to 1996. From 1971 to 1989, Mr. Abbe was employed at McKinsey & Company, Inc., where he last served as senior partner at the San Francisco, California office. Ms. Cobb became, in May 2000, Executive Vice President, Strategy and Business Development and was previously, since July 1999 when JDS FITEL merged with the Company, Senior Vice President of Strategy and Integration of the Company. Ms. Cobb was a director of JDS FITEL as well as its Chief Financial Officer since February 1996. Ms. Cobb held various positions at JDS FITEL since joining JDS FITEL as Controller in 1989. Prior to joining JDS FITEL, Ms. Cobb held various finance-related positions with Fleet Technology Ltd., Arctec, Inc., Shell Canada Resources Ltd. and Texaco Canada Resources Ltd. Mr. Muller became, in May 2000 an Executive Vice President. Mr. Muller continues to serve, since his appointment in January 1998, as Chief Financial Officer and Secretary of the Company. Mr. Muller also served as Senior Vice President, from January 1998 to his appointment as Executive Vice President in May 2000. From September 1984 to January 1998, when he joined the Company, Mr. Muller was a member of the Board of Directors. From September 1996 to January 1998, he was Senior Vice President and Chief Financial 4 7 Officer of Micro Focus Group Plc, a supplier of software tools. From November 1990 to September 1996, Mr. Muller served as Senior Vice President of Operations and Administration and Chief Financial Officer of Centigram Communications Corporation, a supplier of telecommunications systems. Mr. Ip became Senior Vice President of Product Strategy in July 1999 upon the closing the JDS FITEL merger with the Company. Mr. Ip joined JDS FITEL in 1990 and since that time held various research, development and product line management roles. Most recently he held the position of Senior Vice President at Optical Networking Products and Technologies. Prior to 1990, Mr. Ip held various research and development positions related to fiber optic technology at Bell-Northern Research Ltd. and Northern Telecom Limited. Dr. Leonberger has been Chief Technology Officer of the Company since April 1997 and is a Senior Vice President. He was co-founder and general manager of Uniphase Telecommunications Products, Inc. ("UTP") and joined the Company upon its acquisition of UTP in May 1995. Dr. Leonberger has been active in the optoelectronics field for over 20 years and has held a variety of staff and management positions at MIT Lincoln Laboratory, United Technologies Research Center, UTP and the Company. Mr. Phillips joined the Company as Senior Vice President, Business Development and General Counsel in August 1998. Mr. Phillips was a partner at Morrison & Foerster LLP, which serves as the Company's outside counsel, from 1988 until he joined the Company. Mr. Day became a member of the Company's Board of Directors in July 1999 as of the closing of the JDS FITEL merger with the Company and was a member of the JDS FITEL Board of Directors since 1996. Since 1991, Mr. Day has been the Vice President, Corporate Development of Rogers Communications Inc. and is principally involved in mergers, acquisitions, divestitures and taxation for Rogers Communications Inc. and its subsidiaries. Mr. Enos became a director of the Company in July 1999 upon the closing of the JDS FITEL merger with the Company and was previously a member of the JDS FITEL Board of Directors from 1996 until July 1999. Mr. Enos was the Vice President, Product Line Management, Cable Group and the Vice President, Transmission Network Division of Northern Telecom Limited from 1992 to 1994 and from 1989 to 1992, respectively. Mr. Enos retired from Northern Telecom Limited in 1994. Mr. Guglielmi has been a member of the Company's Board of Directors since May 1998. Mr. Guglielmi is Executive Vice President and Chief Financial Officer of Tellabs, Inc., and has served as its Chief Financial Officer since 1988. From 1993 to 1997, he was also President of Tellabs International, Inc. Prior to joining Tellabs, Mr. Guglielmi was Vice President of Finance and Treasurer of Paradyne Corporation for five years. Mr. Guglielmi serves on several boards of directors, including Tellabs, Inc., Internet Communications Corp. and Digital LightWave, Inc. Mr. Kaplan has been a member of the Company's Board of Directors since November 1997. On , Mr. Kaplan was appointed as Co-Chairman of the Board. Mr. Kaplan is Executive Vice President of Pacific Telesis and is responsible for coordinating integration plans following the merger of SBC Communications, Inc. and Pacific Telesis Group. From 1995 to 1997, Mr. Kaplan was Executive Vice President of Pacific Bell and President of the Network Services Group. From 1993 to 1995, he was Chief Technology, Quality and Re-Engineering Officer for Pacific Bell. Mr. Kaplan also is a director of Conductus. Mr. Listwin became a director of the Company in June 2000 upon the closing of the merger of E-TEK Dynamics, Inc. with the Company. Mr. Listwin is presently President and Chief Executive Officer of Phone.com and has served in that position since September 2000. Mr. Listwin was an Executive Vice President at Cisco Systems, Inc. ("Cisco"), from 1998 to September 2000. From 1996 to 1998, Mr. Listwin was the Senior Vice President of Cisco's service provider line of business. Mr. Listwin was Vice President of Cisco's market development from 1993 to 1996, Director of Marketing from 1991 to 1993, and Product Marketing Manager from September 1990 to 1991. Mr. Listwin also serves as a director of TIBCO Software Inc. and Software.com. Mr. MacNaughton joined the Company's Board of Directors in July 1999 upon the closing of the JDS FITEL merger with the Company. Mr. MacNaughton was President of Leapfrog Capital Corporation 5 8 from April 1999 to August 1999. Mr. MacNaughton has been President and Chief Executive Officer of the Canada Pension Plan Investment Board from September 1999 to the present. Mr. MacNaughton was President of Nesbitt Burns Inc. and its predecessor company from September 1994 until his retirement on March 31, 1999. From December 1990 to September 1994, when it was acquired by a subsidiary of Bank of Montreal and merged with Nesbitt Thomson Inc., he was President and Chief Executive Officer of Burns Fry Limited. Nesbitt Burns Inc. lead managed the initial public offering of JDS FITEL in March 1996. Professor Sibbett has been a member of the Company's Board of Directors since February 1995. Since 1994, he has been Director of Research for the School of Physics and Astronomy at the University of St. Andrews, Scotland and, since 1985, has been its head. Professor Sibbett has been a member of the Engineering and Physical Sciences Research Council ("EPSRC") of the U.K. Department of Trade and Industry since 1986 and served as chairman of the EPSRC Laser Committee from 1992 to 1994. Mr. Sinclair became a director of the Company in July 1999 upon the closing of the JDS FITEL merger with the Company. Mr. Sinclair co-founded JDS FITEL in 1981, was President of JDS FITEL from 1982 until 1993 and served as a director of JDS FITEL from 1981 until the closing of the JDS FITEL merger with the Company in July 1999. He is currently Director, Research and Development, of Fluorosense Inc. and has held this position since 1995. Mr. Sinclair was an independent consultant in the area of optics from 1993 to 1995. Prior to 1981, Mr. Sinclair was a member of the Technical Staff at Bell-Northern Research Ltd. specializing in fiber optic technology. Mr. Skrzypczak has been a member of the Company's Board of Directors since July 1997. Since October 1999, Mr. Skrzypczak has been Senior Vice President at Cisco Systems, Inc. Mr. Skrzypczak served as a Group President at Telcordia Technologies from July 1997 to October 1999. He was Corporate Vice President and Group President of Professional Services of Bellcore until March 1997. Earlier, Mr. Skrzypczak was President, NYNEX Science & Technology and Vice President, Network & Technology Planning for NYNEX. Mr. Skrzypczak has served as a trustee of Polytechnic University since 1987 and is chairman of its Education Committee. Mr. Skrzypczak also serves as a director of Stanford Microdevices Inc. RELATIONSHIPS AMONG DIRECTORS OR EXECUTIVE OFFICERS There are no family relationships among any of the directors or executive officers of the Company. MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS During fiscal 2000, the Board met times. No director attended fewer than 75% of all the fiscal 2000 meetings of the Board and its committees on which he or she served after becoming a member of the Board. The Board has two committees: the Audit Committee and the Compensation Committee. The Board does not have a nominating committee or a committee performing the functions of a nominating committee. The Audit Committee, which met times in fiscal 2000, consists of Peter A. Guglielmi, Casimir S. Skrzypczak, William J. Sinclair, and Bruce D. Day. The Audit Committee recommends engagement of the Company's independent auditors and is primarily responsible for reviewing (i) the scope of the independent auditors' annual audit and their compensation, (ii) the general policies and procedures of the Company with respect to accounting and financial controls and (iii) any change in accounting principles, significant audit adjustments proposed by the auditors and any recommendations that the auditors may have with respect to policies and procedures. The Board of Directors adopted and approved a charter for the Audit Committee on , 2000, a copy of which is attached hereto as Appendix A. The Board of Directors has determined that all members of the Audit Committee are "independent" as that term is defined in Rule 4200 of the listing standards of the National Association of Securities Dealers. The Compensation Committee, which met times in fiscal 2000, consists of Peter A. Guglielmi, Martin A. Kaplan, Robert E. Enos, and John A. MacNaughton. The Compensation Committee's functions are to establish and apply the Company's compensation policies with respect to its executive officers and administer the Company's 1984 Amended and Restated Stock Plan, Amended and Restated 1993 Flexible Stock Incentive Plan, 1996 Nonqualified Stock Option Plan, 1993 and 1998 Employee Stock Purchase Plans, 6 9 Uniphase Telecommunications, Inc. 1995 Flexible Stock Incentive Plan, 1999 Canadian Employee Stock Purchase Plan, JDS FITEL 1994 and 1996 Stock Option Plans, Broadband Communications Products, Inc. 1992 Key Employee Incentive Stock Option Plan, 1997 Employee Stock Option Plan, and 1997 Nonqualified Stock Option Plan, EPITAXX, Inc. Amended and Restated 1996 Employee, Director and Consultant Stock Option Plan, Optical Coating Laboratory, Inc. 1993, 1995, 1998 and 1999 Incentive Compensation Plans, 1999 Director Stock Plan and 1999 Employee Stock Purchase Plan, Cronos Integrated Microsystems, Inc. 1999 Stock Plan, E-TEK Dynamics, Inc. 1997 Executive Equity Incentive Plan, 1997 Equity Incentive Plan, 1998 Director Option Plan and 1998 Stock Plan. COMPENSATION OF DIRECTORS Directors who are employees of the Company do not receive any compensation for their services as directors. Directors who are not employees of the Company receive a $1,500 fee for attendance at each Board meeting and a $500 fee for attendance at committee meetings held on a separate day. All directors will be reimbursed for expenses incurred in connection with attending Board and committee meetings. The Company's Amended and Restated 1993 Flexible Stock Incentive Plan (the "1993 Plan") also provides for automatic grants of nonqualified stock options to non-employee directors ("Outside Directors"). Under the 1993 Plan, each Outside Director who first joins the Board after the effective date of the 1993 Plan automatically will receive at that time an option to purchase 40,000 shares of Common Stock. In addition, immediately after each Annual Meeting of Stockholders, each individual who is at that time continuing to serve as an Outside Director automatically will be granted an option to purchase 10,000 additional shares of Common Stock, whether or not such Outside Director stood for re-election at such annual meeting, provided that each such individual has served as an Outside Director for at least nine months. All such options granted prior to September 1996 to Outside Directors have an exercise price equal to 100% of the fair market value of the Common Stock on the date of grant and vest at the rate of 25% of the shares subject to the option at the end of the first year and as to approximately 6.25% of the shares subject to the option each quarter (three-month period) for twelve quarters thereafter, and terminate 5 years from the date of grant. All such options granted subsequent to September 1996 to Outside Directors will have an exercise price equal to 100% of the fair market value of the Common Stock on the date of grant and vest monthly on a straight-line basis over a three-year period for the initial 40,000 shares received on joining the Board of Directors and over twelve months for the subsequent grants of 10,000 shares, and terminate 8 years from the date of grant. CERTAIN TRANSACTIONS In fiscal 2000, Mr. Sinclair, Mr. Day, Mr. Enos, and Mr. MacNaughton were each granted options to purchase 40,000 (split to 320,000) shares of Common Stock at a price of $20.985 per share and. Mr. Kaplan, Professor Sibbett, Mr. Guglielmi, and Mr. Skrzypczak were each granted options to purchase 10,000 (split to 40,000) shares of Common Stock at a price of $57.1563 per share. The options granted in fiscal 2000 to each of the Named Executive Officers named in the Summary Compensation Table are indicated in the Long-Term Compensation Awards column. The Company and Dr. Straus, Ms. Cobb, Mr. Muller, Mr. Phillips and Mr. Pettit have entered into employment agreements as more fully described under "Employment Agreements". COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION No interlocking relationship exists between any member of the Company's Board of Directors or Compensation Committee and any member of the Board of Directors or compensation committee of any other company, nor has such interlocking relationship existed in the past. 7 10 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth certain information known to the Company with respect to the beneficial ownership as of October 23, 2000, by (i) all persons who are beneficial owners of five percent (5%) or more of the Company's Common Stock (including on exchange of Exchangeable Shares), (ii) each director and nominee, (iii) the Named Executive Officers (defined below), and (iv) all current directors and executive officers as a group. As of October 23, 2000, shares of the Company's Common Stock were outstanding, and as of the same date, Exchangeable Shares were outstanding (excluding Exchangeable Shares owned by the Company and its affiliates which are not voted). The amounts and percentages of Common Stock beneficially owned are reported on the basis of regulations of the Securities and Exchange Commission (the "Commission") governing the determination of beneficial ownership of securities. Under the rules of the Commission, a person is deemed to be a "beneficial owner" of a security if that person has or shares "voting power," which includes the power to vote or to direct the voting of such security, or "investment power," which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Under these rules, more than one person may be deemed a beneficial owner of securities as to which such person has no economic interest.
NUMBER OF SHARES BENEFICIALLY OWNED --------------------- NAME NUMBER PERCENTAGE ---- ------- ---------- 5% STOCKHOLDERS FEJ Holding Inc.(1)......................................... c/o The Furokawa Electric Co. Ltd 61 Marunouchi 2-Chome Chinyoclarku, Tokyo 100-8322 Japan NAMED EXECUTIVE OFFICERS AND DIRECTORS Kevin N. Kalkhoven(2)....................................... 115 Sheridan Way Woodside, CA 94062 Jozef Straus, Ph.D.(3)...................................... William J. Sinclair(4)...................................... Dan E. Pettit(5)............................................ Anthony R. Muller(6)........................................ M. Zita Cobb(7)............................................. Bruce D. Day(8)............................................. Michael C. Phillips(9)...................................... Casmir S. Skrzypczak(10).................................... Robert Enos(11)............................................. Martin A. Kaplan(12)........................................ Wilson Sibbett, Ph.D(13).................................... Peter A. Guglielmi(14)...................................... John A. MacNaughton(15)..................................... Donald J. Listwin(16)....................................... Charles J. Abbe(17)......................................... All directors and executive officers as a group (19 persons)(18)..............................................
- --------------- * Less than 1% (1) All shares are issuable upon exchange of the Exchangeable Shares of JDS Uniphase Canada Ltd. (2) Includes shares subject to stock options currently exercisable or exercisable within 60 days of October 23, 2000 and shares issuable upon exchange of the Exchangeable Shares of 8 11 JDS Uniphase Canada Ltd. (461,510 shares of which are held by the Adarsan Trust #1 and 209,154 shares of which are held by the Adarsan Trust #2). (3) Includes 1,796,880 shares subject to stock options currently exercisable or exercisable within 60 days of October 23, 2000. (4) Includes shares subject to stock options currently exercisable or exercisable within 60 days of October 23, 2000 and 670,664 shares issuable upon exchange of the Exchangeable Shares of JDS Uniphase Canada Ltd. (5) Includes shares subject to stock options currently exercisable or exercisable within 60 days of October 23, 2000 and shares held by Kelly A. Pettit, Mr. Pettit's spouse. (6) Includes shares subject to stock options currently exercisable or exercisable within 60 days of October 23, 2000. (7) Includes shares subject to stock options currently exercisable or exercisable within 60 days of October 23, 2000. (8) Includes shares subject to stock options currently exercisable or exercisable within 60 days of October 23, 2000 and shares issuable upon exchange of the Exchangeable Shares of JDS Uniphase Canada Ltd. (9) Includes shares subject to stock options currently exercisable or exercisable within 60 days of October 23, 2000. (10) Includes shares subject to stock options currently exercisable or exercisable within 60 days of October 23, 2000. (11) Includes shares subject to stock options currently exercisable or exercisable within 60 days of October 23, 2000 and shares issuable upon exchange of the Exchangeable Shares of JDS Uniphase Canada Ltd. (12) Includes shares subject to stock options currently exercisable or exercisable within 60 days of October 23, 2000. (13) Includes shares subject to stock options currently exercisable or exercisable within 60 days of October 23, 2000. (14) Includes shares subject to stock options currently exercisable or exercisable within 60 days of October 23, 2000. (15) Includes shares subject to stock options currently exercisable or exercisable within 60 days of October 23, 2000 and shares issuable upon exchange of the Exchangeable Shares of JDS Uniphase Canada Ltd. (16) Includes shares subject to stock options currently exercisable or exercisable within 60 days of October 23, 2000. (17) Includes shares subject to stock options currently exercisable or exercisable within 60 days of October 23, 2000. (18) Includes shares subject to stock options currently exercisable or exercisable within 60 days of October 23, 2000, and shares issuable upon exchange of the Exchangeable Shares of JDS Uniphase Canada Ltd. AUDIT COMMITTEE REPORT The following is the report of the audit committee with respect to the Company's audited financial statements for the fiscal year ended June 30, 2000, which include the consolidated balance sheets of the Company as of June 30, 2000 and 1999, and the related consolidated statements of operations, stockholders' equity (deficit) and cash flows for each of the three years in the period ended June 30, 2000, and the notes thereto. The information contained in this report shall not be deemed to be "soliciting material" or to be "filed" with the Securities and Exchange Commission, nor shall such information be incorporated by reference 9 12 into any future filing under the Securities Act of 1933, as amended, or the 1934 Securities Exchange Act, as amended, except to the extent that the Company specifically incorporates it by reference in such filing. REVIEW WITH MANAGEMENT The audit committee has reviewed and discussed the Company's audited financial statements with management. REVIEW AND DISCUSSIONS WITH INDEPENDENT ACCOUNTANTS The audit committee has discussed with Ernst & Young LLP, the Company's independent accountants, the matters required to be discussed by SAS 61 (Codification of Statements on Accounting Standards) which includes, among other items, matters related to the conduct of the audit of the Company's financial statements. The audit committee has also received written disclosures and the letter from Ernst & Young LLP required by Independence Standards Board Standard No. 1 (which relates to the accountant's independence from the Company and its related entities) and has discussed with Ernst & Young LLP their independence from the Company. CONCLUSION Based on the review and discussions referred to above, the committee recommended to the Company's Board that the Company's audited financial statements be included in the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2000. SUBMITTED BY THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS Bruce D. Day Peter A. Guglielmi William J. Sinclair Casimir S. Skrzypczak 10 13 EXECUTIVE COMPENSATION AND RELATED INFORMATION COMPENSATION COMMITTEE REPORT The information contained in this report shall not be deemed to be "soliciting material" or to be "filed" with the Securities and Exchange Commission, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the 1934 Securities Exchange Act, as amended, except to the extent that the Company specifically incorporates it by reference in such filing. The Compensation Committee of the Board of Directors is responsible for establishing the base salary and incentive cash bonus programs for the Company's executive officers and administering certain other compensation programs for such individuals, subject in each instance to approval by the full Board. The Compensation Committee also has the exclusive responsibility for the administration of the 1984 Amended and Restated Stock Plan, Amended and Restated 1993 Flexible Stock Incentive Plan, 1996 Nonqualified Stock Option Plan, 1993 and 1998 Employee Stock Purchase Plans, Uniphase Telecommunications, Inc. 1995 Flexible Stock Incentive Plan, 1999 Canadian Employee Stock Purchase Plan, JDS FITEL 1994 and 1996 Stock Option Plans, Broadband Communications Products, Inc. 1992 Key Employee Incentive Stock Option Plan, 1997 Employee Stock Option Plan, and 1997 Nonqualified Stock Option Plan, EPITAXX, Inc. Amended and Restated 1996 Employee, Director and Consultant Stock Option Plan, Optical Coating Laboratory, Inc. 1993, 1995, 1998 and 1999 Incentive Compensation Plans, 1999 Director Stock Plan and 1999 Employee Stock Purchase Plan, Cronos Integrated Microsystems, Inc. 1999 Stock Plan, E-TEK Dynamics, Inc. 1997 Executive Equity Incentive Plan, 1997 Equity Incentive Plan, 1998 Director Option Plan and 1998 Stock Plan under which grants may be made to executive officers and other key employees. The fundamental policy of the Compensation Committee is to provide the Company's chief executive officer and executive vice presidents with competitive compensation opportunities based upon their contribution to the financial success of the Company and their personal performance. It is the Compensation Committee's objective to have a substantial portion of each officer's compensation contingent upon the Company's performance as well as upon his or her own level of performance. Accordingly, the compensation package for the chief executive officer and executive vice presidents is comprised of three elements: (i) base salary which reflects individual performance and is designed primarily to be competitive with salary levels in the industry, (ii) annual variable performance awards payable in cash and tied to the Company's achievement of financial performance targets, and (iii) long-term stock-based incentive awards which strengthen the mutuality of interests between the executive officers and the Company's stockholders. As an executive officer's level of responsibility increases, it is the intent of the Compensation Committee to have a greater portion of his or her total compensation be dependent upon Company performance and stock price appreciation rather than base salary. Several of the more important factors which the Compensation Committee considered in establishing the components of each executive officer's compensation package for the 2000 fiscal year are summarized below. Additional factors were also taken into account, and the Compensation Committee may in its discretion apply entirely different factors, particularly different measures of financial performance, in setting executive compensation for future fiscal years. Base Salary. The base salary for each officer is determined on the basis of the following factors: experience, personal performance, the average salary levels in effect for comparable positions within and without the industry and internal comparability considerations. The weight given to each of these factors differs from individual to individual, as the Compensation Committee deems appropriate. In selecting comparable companies for the purposes of maintaining competitive compensation, the Compensation Committee considers many factors including geographic location, growth rate, annual revenue and profitability, and market capitalization. The Compensation Committee also considers companies outside the industry which may compete with the Company in recruiting executive talent. Annual Incentive Compensation. Annual bonuses are earned by each executive officer primarily on the basis of the Company's achievement of certain corporate financial performance goals established for each fiscal year. For fiscal 2000, bonuses were earned on the basis of the following factors: (i) the Company's 11 14 consolidated operating profit performance net of certain non-recurring adjustments, relative to the target established by the Compensation Committee, and (ii) the revenue and operating profit performance of the respective division or subsidiary relative to the targets established by the Compensation Committee. A portion of the Company's earnings for the 2000 fiscal year was accordingly set aside for distribution under the bonus pool, and the chief executive officer and each executive vice president was awarded a share of that pool on the basis of the respective responsibilities assigned to him or her and his or her relative position in the Company. The actual bonus paid for the 2000 fiscal year to each of the Named Executive Officers is indicated in the Bonus column of the Summary Compensation Table. Deferred Compensation Plan. The Company maintains a deferred compensation plan, pursuant to which certain members of management (including the executive officers) may elect to defer a portion of his or her annual compensation. The participants' funds are invested among various funds designated by the plan administrator and currently may not be invested in the Company's Common Stock or other Company securities. Upon the death or retirement of a participant, the funds attributable to the participant (including any earnings on contributions) are distributed to the participant or the participant's beneficiary in a lump sum or in annual installments over a period of three, five, ten or 15 years. Long-Term Compensation. Long-term incentives are provided through stock option grants. The grants are designed to align the interests of each executive officer with those of the stockholders and provide each executive officer with a significant incentive to manage the Company from the perspective of an owner with an equity stake in the business. Each grant allows the executive officer to acquire shares of the Company's Common Stock at a fixed price per share (the market price on the grant date) over a specified period of time (up to eight years). Options granted become exercisable at the rate of 25% of the shares subject thereto one year from the grant date and as to approximately 6.25% of the shares subject to the option at the end of each three-month period thereafter such that the option is fully exercisable four years from the grant date, contingent upon the executive officer's continued employment with the Company. Accordingly, the option will provide a return to the executive officer only if the executive officer remains employed by the Company during the four-year vesting period, and then only if the market price of the underlying shares of Common Stock appreciates over the option term. The number of shares of Common Stock subject to each grant is set at a level intended to create a meaningful opportunity for stock ownership based on the executive officer's current position with the Company, the base salary associated with that position, the average size of comparable awards made to executive officers in similar positions within the industry, the executive officer's potential for increased responsibility and promotion over the option term, and the executive officer's personal performance in recent periods. The Compensation Committee also takes into account the number of vested and unvested options held by the executive officer in order to maintain an appropriate level of equity incentive for that executive officer. However, the Compensation Committee does not adhere to any specific guidelines as to the relative option holdings of the Company's executive officers. The actual options granted in fiscal 2000 to each of the current executive officers named in the Summary Compensation Table is indicated in the Long-Term Compensation Awards column. Compensation of the Chief Executive Officers. The compensation of the Chief Executive Officer is reviewed annually on the same basis as discussed above for all executive officers. Mr. Kalkhoven's base salary for fiscal 2000 was $388,462. Mr. Kalkhoven resigned as Co-Chairman and Chief Executive Officer on May 17, 2000. Dr. Straus was appointed as Chief Executive Officer in May 2000. Dr. Straus's base salary for fiscal 2000 was $326,076 ($U.S.). Mr. Kalkhoven's base salary, and subsequently Dr. Straus' salary, were established in part by comparing the base salaries of chief executive officers at other companies of similar size. Mr. Kalkhoven's base salary, and subsequently Dr. Straus's base salary, were at the approximate median of the base salary range for presidents/chief executive officers of comparative companies. Based on the Compensation Committee's criteria described above, in fiscal 2000 Mr. Kalkhoven was awarded a bonus of $349,616 as well as options to purchase 3,200,000 shares of Common Stock and Dr. Straus was awarded a bonus of $278,208 ($U.S.) as well as options to purchase 9,613,328 shares of Common Stock. 12 15 The Company is required to disclose its policy regarding qualifying executive compensation for deductibility under Section 162(m) of the Internal Revenue Code which provides that, for purposes of the regular income tax and the alternative minimum tax, the otherwise allowable deduction for compensation paid or accrued with respect to a covered employee of a publicly-held corporation is limited to no more than $1 million per year. It is not expected that the cash compensation to be paid to the Company's executive officers for fiscal 2001 will exceed the $1 million limit per officer. The Company's Amended and Restated 1993 Flexible Stock Incentive Plan is structured so that any compensation deemed paid to an executive officer when he or she exercises an outstanding option under the Plan, with an exercise price equal to the fair market value of the option shares on the grant date, will qualify as performance-based compensation which will not be subject to the $1 million limitation. Compensation Committee Robert E. Enos Peter A. Guglielmi Martin A. Kaplan John MacNaughton 13 16 SUMMARY COMPENSATION TABLE The following table sets forth certain information concerning compensation paid during the last three fiscal years to (i) each person that served as the Company's Chief Executive Officer during the last fiscal year of the Company, and (ii) the four other most highly compensated executive officers of the Company (the "Named Executive Officers"):
LONG-TERM COMPENSATION ANNUAL COMPENSATION ------------ ---------------------------------- SECURITIES FISCAL BONUS AND UNDERLYING NAME AND PRINCIPAL POSITION YEAR(1) SALARY($)(2) COMMISSION($)(3) OPTIONS(#) --------------------------- ------- ------------ ---------------- ---------- Kevin N. Kalkhoven(4).................. 2000 388,462 349,616 3,200,000 Former Co-Chairman and Chief 1999 293,283 177,615 960,000 Executive Officer 1998 274,835 177,615 2,560,000 Jozef Straus, Ph.D.(5)................. 2000 326,076(U.S.) 278,208(U.S.) Co-Chairman and Chief Executive 480,000(CND) 409,536(CDN) 9,613,328 Officer M. Zita Cobb(6)........................ 2000 254,747(U.S.) 142,161(U.S.) 4,671,112 Executive Vice President, Strategy 375,000(CND) 209,269(CDN) and Business Development Anthony R. Muller...................... 2000 248,462 139,500 1,200,000 Executive Vice President, Chief 1999 213,321 30,315 400,000 Financial Officer and Secretary 1998 87,115 102,779 1,600,000 Michael C. Phillips(7)................. 2000 257,371 123,538 800,000 Senior Vice President, Business 1999 142,163 44,525 1,600,000 Development, and General Counsel Dan E. Pettit(8)....................... 2000 248,462 134,169 800,000 Senior Vice President and 1999 249,379 63,156 400,000 President, Semiconductor Group 1998 181,430 63,156 1,520,000
- --------------- (1) Compensation reported for fiscal years ending June 30, 1998, June 30, 1999 and June 30, 2000. (2) The compensation information for Dr. Straus and Ms. Cobb has been converted from Canadian dollars to U.S. dollars based upon an average foreign exchange rate which was CDN$1.47205 = U.S.$1.00. This currency conversion causes Dr. Straus' and Ms. Cobb's reported salary to fluctuate from year-to-year because of the conversion of Canadian dollars to U.S. dollars. (3) Includes bonus amounts in the year earned, rather than in the year in which such bonus amount was paid or is to be paid. (4) Mr. Kalkhoven resigned as Co-Chairman and Chief Executive Officer on May 17, 2000. (5) Dr. Straus joined the Company on June 30, 1999 upon the closing of the merger of JDS FITEL with the Company. (6) Ms. Cobb joined the Company on June 30, 1999 upon the closing of the merger of JDS FITEL with the Company. (7) Mr. Phillips joined the Company in August 1998. (8) Mr. Pettit retired from his position as Senior Vice President and President, Semiconductor Group September 2000. EMPLOYMENT AGREEMENTS The Company and Dr. Jozef Straus are parties to a retention agreement dated July 6, 1999 (the "Straus Agreement"). The term of the Straus Agreement expires on July 6, 2004, unless sooner terminated pursuant to the terms of the Straus Agreement. Dr. Straus' annual base salary, effective May 1, 2000 under the Straus Agreement is $500,000 ($U.S.), subject to adjustment from time to time by the Company. In addition, Dr. Straus is eligible to earn an annual bonus in an amount up to 100% of his annual base salary, based upon achievement of objectives determined by the Company from time to time. The Straus Agreement also provides for payment of severance in the amount of three years salary plus a bonus based upon previous 14 17 bonuses paid to Dr. Straus in the event the Straus Agreement is terminated by the Company as a result of the death or disability of Dr. Straus or by Dr. Straus for certain reasons. The Company and Dr. Straus have also entered into an agreement regarding change of control dated July 6, 1999 providing for the acceleration of vesting of Dr. Straus' options in the event of a change of control of the Company. The Company and M. Zita Cobb are parties to a retention agreement dated July 6, 1999 (the "Cobb Agreement"). The term of the Cobb Agreement expires on July 6, 2004, unless sooner terminated pursuant to the terms of the Cobb Agreement. Ms. Cobb's annual base salary, effective May 1, 2000 under the Cobb Agreement is $300,000 ($U.S.), subject to adjustment from time to time by the Company. In addition, Ms. Cobb is eligible to earn an annual bonus in an amount up to 60% of her annual base salary, based upon achievement of objectives determined by the Company from time to time. The Cobb Agreement also provides for payment of severance in the amount of three years salary plus a bonus based upon previous bonuses paid to Ms. Cobb in the event the Cobb Agreement is terminated by the Company as a result of the death or disability of Ms. Cobb or by Ms. Cobb for certain reasons. The Company and Ms. Cobb have also entered into an agreement regarding change of control dated July 6, 1999 providing for the acceleration of vesting of Ms. Cobb's options in the event of a change of control of the Company. The Company and Anthony R. Muller are parties to an employment agreement dated September 29, 1999 (the "Muller Agreement"). The term of the Muller Agreement expires on July 6, 2004, unless sooner terminated pursuant to the terms of the Muller Agreement. Mr. Muller's annual base salary, effective May 1, 2000, under the Muller Agreement is $300,000, subject to adjustment from time to time by the Company. In addition, Mr. Muller is eligible to earn an annual bonus in an amount up to 60% of his annual base salary, based upon achievement of objectives determined by the Company from time to time. The Muller Agreement also provides for payment of severance in the amount of three years salary plus a bonus based upon previous bonuses paid to Mr. Muller in the event the Muller Agreement is terminated by the Company as a result of the death or disability of Mr. Muller or by Mr. Muller for certain reasons. The Company and Mr. Muller have also entered into an agreement regarding change of control dated March 4, 1998 providing for the acceleration of vesting of Mr. Muller's options in the event of a change of control of the Company. The Company and Michael C. Phillips are parties to an employment agreement dated September 29, 1999 (the "Phillips Agreement"). The term of the Phillips Agreement expires on July 6, 2004, unless sooner terminated pursuant to the terms of the Phillips Agreement. Mr. Phillips' annual base salary, effective July 1, 2000, under the Phillips Agreement is $260,000, subject to adjustment from time to time by the Company. In addition, Mr. Phillips is eligible to earn an annual bonus in an amount up to 45% of his annual base salary, based upon achievement of objectives determined by the Company from time to time. The Phillips Agreement also provides for payment of severance in the amount of two years salary plus a bonus based upon previous bonuses paid to Mr. Phillips in the event the Phillips Agreement is terminated by the Company as a result of the death or disability of Mr. Phillips or by Mr. Phillips for certain reasons. The Company and Mr. Phillips have also entered into an agreement regarding change of control dated August 3, 1998 providing for the acceleration of vesting of Mr. Phillips' options in the event of a change of control of the Company. The Company and Dan E. Pettit are parties to an employment agreement dated September 29, 1999 (the "Pettit Agreement"). The term of the Pettit Agreement expires on July 6, 2004, unless sooner terminated pursuant to the terms of the Pettit Agreement. Mr. Pettit's annual base salary under the Pettit Agreement is $260,000, subject to adjustment from time to time by the Company. In addition, Mr. Pettit is eligible to earn an annual bonus based upon achievement of objectives determined by the Company from time to time. The Pettit Agreement also provides for payment of severance in the amount of three years salary plus a bonus based upon previous bonuses paid to Mr. Pettit in the event the Pettit Agreement is terminated by the Company as a result of the death or disability of Mr. Pettit or by Mr. Pettit for certain reasons. The Pettit Agreement was amended by letter agreement dated August 29, 2000 providing for the reduction of Mr. Pettit's employment with the Company to a half-time basis, with a corresponding reduction in salary, pending Mr. Pettit's eventual retirement in January 2001. For the fiscal year 2001, Mr. Pettit is not eligible to receive a bonus. 15 18 OPTION GRANTS IN LAST FISCAL YEAR The following table set forth information regarding stock options granted to the Named Executive Officers during the fiscal year ended June 30, 2000:
INDIVIDUAL GRANTS -------------------------------------------------- POTENTIAL REALIZABLE % OF TOTAL VALUE AT ASSUMED ANNUAL NUMBER OF OPTIONS RATE OF STOCK PRICE SECURITIES GRANTED TO APPRECIATION FOR OPTION UNDERLYING EMPLOYEES IN EXERCISE TERM(4) OPTIONS FISCAL PRICE PER EXPIRATION --------------------------- NAME GRANTED(1) YEAR(2) SHARE(3) DATE 5% 10% ---- ---------- ------------ --------- ---------- ------------ ------------ Kevin N. Kalkhoven......... 3,200,000 4.76% $20.986 7/5/07 $ 35,607,981 $ 81,938,889 Jozef Straus, Ph.D. ....... 9,613,328 14.31% $20.985 7/5/07 106,972,251 246,157,942 M. Zita Cobb............... 4,671,112 6.95% $20.985 7/5/07 51,977,771 119,608,040 Anthony R. Muller.......... 1,200,000 1.79% $20.985 7/5/07 13,352,993 30,727,083 Michael C. Phillips........ 800,000 1.19% $20.985 7/5/07 8,901,995 20,484,722 Dan E. Pettit.............. 800,000 1.19% $20.985 7/5/07 8,901,995 20,484,722
- --------------- (1) Except in the event of a change in control of the Company, options granted become exercisable at the rate of 25% of the shares subject thereto one year from the grant date and as to approximately 6.25% of the shares subject to the option at the end of each three-month period thereafter such that the option is fully exercisable four years from the grant date. (2) Based on a total of 67,190,511 options granted to employees of the Company in fiscal 2000, including the Named Executive Officers. (3) The exercise price per share of options granted represented the fair market value of the underlying shares of Common Stock on the date the options were granted. (4) The potential realizable is calculated based upon the term of the option at its time of grant. It is calculated assuming that the stock price on the date of grant appreciates at the indicated annual rate, compounded annually for the entire term of the option, and that the option is exercised and sold on the last day of its term for the appreciated stock price. AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES The following table sets forth certain information with respect to stock options exercised by the Named Executive Officers during fiscal year ending June 30, 2000, including the aggregate value of gains on the date of exercise. In addition, the table sets forth the number of shares covered by stock options as of June 30, 2000, and the value of "in-the-money" stock options, which represents the difference between the exercise price of a stock option and the market price of the shares subject to such option on June 30, 2000.
NUMBER OF SECURITIES UNDERLYING UNEXERCISED VALUE OF UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS AT SHARES JUNE 30, 2000(#) JUNE 30, 2000($)(2) ACQUIRED ON VALUE --------------------------- ----------------------------- NAME EXERCISE REALIZED($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE ---- ----------- -------------- ----------- ------------- ------------ -------------- Kevin N. Kalkhoven... 2,407,184 $106,171,030 6,640,336 4,760,000 $782,568,954 $ 495,448,100 Jozef Straus, Ph.D. ............. 1,079,644 24,915,989 508,044 10,828,752 53,856,603 1,076,269,702 M. Zita Cobb......... 800,368 18,301,182 218,120 5,088,128 23,627,676 505,175,428 Anthony R. Muller.... 627,062 16,993,525 447,938 2,125,000 51,239,188 224,785,375 Michael C. Phillips........... 520,000 12,328,900 180,000 1,700,000 20,483,100 181,527,500 Dan E. Pettit........ 2,080,000 121,256,988 1,096,342 1,677,674 127,878,114 179,512,053
- --------------- (1) The value realized upon the exercise of stock options represents the positive spread between the exercise price of stock options and the fair market value of the shares subject to such options on the exercise date. (2) The value of "in-the-money" stock options represents the positive spread between the exercise price of options and the fair market value of the underlying shares on June 30, 2000, which was $119.875. 16 19 STOCK PERFORMANCE GRAPH The following graph sets forth the Company's total cumulative stockholder return as compared to Nasdaq Market Index, S&P 500 Index, and the peer group chosen for the Company per group. The peer group consists of companies in the markets in which the Company sells its products. The peer group is comprised of the following companies: Ciena Corporation, Corning, Inc., E-TEK Dynamics, Inc.(1), Harmonic, Inc., Lucent Technologies, Inc., Nortel Networks Corp., Ortel Corporation(2) and SDL, Inc.(3) The total stockholder return assumes $100 invested at the beginning of the period in (a) Common Stock of the Company, (b) the Nasdaq Market Index, (c) S&P 500 Index and (d) the Peer Group of companies that, like the Company, (i) are publicly-traded and (ii) are manufacturers of either laser or fiber optic components, modules and other products for telecommunications applications. Total return assumes reinvestment of dividends. Historical stock price performance is not necessarily indicative of future price performance. The Company has included the S&P 500 Index in the following graph as a result of its inclusion in the Standard Poor's 500 Stock Index in July, 2000. COMPARISON OF CUMULATIVE TOTAL STOCKHOLDER RETURN ON COMPANY COMMON SHARES, NASDAQ MARKET INDEX, S&P 500 INDEX AND COMPANY PEER GROUP [PERFORMANCE GRAPH] - --------------- (1) E-TEK Dynamics, Inc. became a wholly-owned subsidiary of the Company as a result of its merger with the Company which closed on June 30, 2000. (2) Ortel Corporation became a wholly-owned subsidiary of Lucent Technologies, Inc. as a result of its merger with Lucent Technologies, Inc. which closed on May 18, 2000. (3) On July 9, 2000, the Company announced the signing of a definitive agreement to acquire SDL, Inc. ASSUMES $100 INVESTED ON JUNE 30, 1994 ASSUMES DIVIDEND REINVESTED FISCAL YEAR ENDED JUNE 30, 2000 17 20 PROPOSAL 2 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK In , 2000, the Board of Directors unanimously approved an amendment to the Company's Amended and Restated Certificate of Incorporation to increase the aggregate number of shares of Common Stock which the Company is authorized to issue from 3,000,000,000 to 6,000,000,000. No increase in the number of authorized shares of Preferred Stock of the Company, currently 1,000,000 shares, is proposed or anticipated. If approved by the Stockholders, the amendment will become effective upon the filing of a Certificate of Amendment of Amended and Restated Certificate of Incorporation with the Delaware Secretary of State. The amendment would change paragraph 4.1 of Article 4 of the Company's Amended and Restated Certificate of Incorporation to read in its entirety as follows: "4.1. Authorized Capital Stock. The Corporation is authorized to issue two classes of stock to be designated, respectively, 'Common Stock' and 'Preferred Stock.' The total number of shares which the Corporation is authorized to issue is Six Billion One Million (6,001,000,000) shares. Six Billion (6,000,000,000) shares shall be Common Stock, each having a par value of one-tenth of one cent ($.001). One million (1,000,000) shares shall be Preferred Stock, each having a par value of one-tenth of one cent ($.001)." PURPOSE AND EFFECT OF THE AMENDMENT As of , 2000, the Company had approximately shares of Common Stock outstanding, including shares issuable upon exchange of the Exchangeable Shares, and approximately shares reserved for future issuance under the Company's stock incentive plans and employee stock plans, of which, currently, approximately are covered by outstanding options and approximately million are available for grant or purchase. Based upon the foregoing number of outstanding and reserved shares of Common Stock, the Company currently has approximately shares remaining available for other purposes. The Board of Directors believes that it is in the Company's best interests to increase the number of authorized but unissued shares of Common Stock in order to provide the Company with the flexibility to issue common stock for a variety of corporate purposes the Board of Directors may deem advisable without further action by the Company's Stockholders, unless required by law, regulation or stock exchange rule. These purposes could include, among other things, the sale of stock to obtain additional capital funds, the purchase of property, the acquisition of other companies, the use of additional shares for various equity compensation and other employee benefit plans of the Company or of acquired companies, the declaration of future stock splits or distributions, and other bona fide purposes. Increasing the number of shares of Common Stock that the Company is authorized to issue would give the Company additional flexibility to maintain a reasonable stock price with future stock splits and stock dividends. The Company on previous occasions has declared either a stock split or a stock dividend functionally serving as a stock split. The last such action was a two-for-one stock split of the Common Stock and Exchangeable Shares that was payable March 10, 2000. On July 9, 2000, the Company announced the signing of a definitive agreement to acquire SDL, Inc., a Delaware corporation ("SDL"). The agreement provides for the exchange of 3.8 shares of the Company's Common Stock for each outstanding share of SDL common stock. The closing of the transaction is anticipated to occur in the 4th calendar quarter of 2000, subject to certain closing conditions, including the obtaining of required clearances under the Hart-Scott-Rodino Antitrust Improvement Act, other governmental approvals and the consent of SDL stockholders. Following completion of the transaction, SDL will operate as a wholly-owned subsidiary of the Company. The shares of Common Stock to be issued by the Company in connection with this acquisition may include a portion of the shares authorized pursuant to this proposal. In the event that this proposal is not approved, the 18 21 Company anticipates closing the transaction with SDL, subject to the conditions stated above, using shares of Common Stock currently available to the Company. The Board of Directors believes that if an increase in the authorized number of shares of Common Stock were postponed until a specific need arose, the delay and expense incident to obtaining the approval of the Company's Stockholders at that time could significantly impair the Company's ability to consummate an acquisition, to meet financing objectives or other objectives or to effect a stock dividend or stock split. The Board of Directors believes that the proposed increase in authorized Common Stock will make sufficient shares available for use pursuant to the purposes described herein. Other than as specified above and as permitted or required under the Company's employee benefit plans and under outstanding options, warrants and other securities convertible into common stock, the Company's management has no present arrangements, agreements, understandings or plans for the use of the additional shares proposed to be authorized. No additional action or authorization by the Company's Stockholders would be necessary prior to the issuance of such additional shares, unless required by applicable law or the rules of any stock exchange or quotation system on which the Common Stock is then listed or quoted. The Company reserves the right to seek a further increase in authorized shares from time to time in the future as considered appropriate by the Board of Directors. The additional shares of Common Stock authorized by the proposed amendment would have the same rights and privileges as the shares of Common Stock currently authorized and issued. Stockholders do not have preemptive rights under the Company's Amended and Restated Certificate of Incorporation and will not have such rights with respect to the additional authorized shares of Common Stock. In addition, if the Board of Directors elects to issue additional shares of Common Stock, such issuance could have a dilutive effect on the earnings per share, voting power and shareholdings of current stockholders. Except for certain transactions requiring stockholder approval under the Delaware General Corporation Law, the Board of Directors may approve the issuance of authorized shares of common stock at such times, to such persons and for all such consideration as it determines without prior approval of or ratification by the Stockholders. POTENTIAL ANTI-TAKEOVER EFFECT In the event Proposal 2 is approved, it could, under certain circumstances, have an anti-takeover effect, although this is not the intention of this Proposal. The increased number of authorized shares of Common Stock could discourage, or be used to impede, an attempt to acquire or otherwise change control of the Company. The private placement of shares of Common Stock into "friendly" hands, for example, could dilute the voting strength of a party seeking control of the Company. This proposal to increase the authorized Common Stock has been prompted by business and financial considerations and not by the threat of any effort by any person or group to obtain control of the Company. Furthermore, many companies, including the Company, have issued warrants or other rights to acquire additional shares of Common Stock to the holders of its Common Stock to discourage or defeat unsolicited share accumulation programs and acquisition proposals, which programs or proposals may be viewed by the Board of Directors as not in the best interest of the Company and the Stockholders. Each outstanding share of Common Stock includes one-eighth of a right to purchase from the Company one unit, equal to one-hundredth of a share of the Company's Series B Preferred Stock, at an purchase price of $600 per unit, subject to adjustment, for each share of Common Stock held by the holder. Each outstanding Exchangeable Share includes one-eighth of a right to purchase from the Company one unit, equal to one-hundredth of an Exchangeable Share, at a purchase price of $600 per unit, subject to adjustment, for each Exchangeable Share held by the holder. The rights are attached to all certificates representing outstanding shares of Common Stock and Exchangeable Shares, and no separate rights certificates have been distributed. 19 22 Although the Company has no present intention to use the additional authorized shares of Common Stock for such purposes, if this Proposal is adopted, more capital stock of the Company would be available for such purposes than is currently available. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF PROPOSAL 2 TO AMEND THE COMPANY'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION PROPOSAL 3 RATIFICATION OF INDEPENDENT AUDITORS Ernst & Young LLP has served as the Company's independent auditors since 1987 and has been appointed by the Board of Directors to continue as the Company's independent auditors for the Company's fiscal year ending June 30, 2001. In the event the Stockholders fail to ratify the appointment, the Board of Directors will reconsider its selection. Even if the selection is ratified, the Board of Directors in its discretion may direct the appointment of a different independent auditing firm at any time during the year if the Board of Directors believes that such a change would be in the best interests of the Company and its Stockholders. A representative of Ernst & Young LLP, expected to be present at the Annual Meeting, will have the opportunity to make a statement if he or she desires to do so, and will be available to respond to appropriate questions. THE BOARD RECOMMENDS A VOTE FOR RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP, AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE YEAR ENDING JUNE 30, 2001 STOCKHOLDER PROPOSALS Requirements for Stockholder Proposals to be Brought Before an Annual Meeting. For stockholder proposals to be considered properly brought before an annual meeting by a stockholder, the stockholder must have given timely notice therefor in writing to the Secretary of the Company. To be timely for the 2001 Annual Meeting, a stockholder's notice must be delivered to or mailed and received by the Secretary of the Company at the principal executive offices of the Company, between , 2001 and , 2001. A stockholder's notice to the Secretary must set forth as to each matter the stockholder proposes to bring before the annual meeting (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and record address of the stockholder proposing such business, (iii) the class and number of shares of the Company which are beneficially owned by the stockholder, and (iv) any material interest of the stockholder in such business. Requirements for Stockholder Proposals to be Considered for Inclusion in the Company's Proxy Materials. Stockholder proposals submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and intended to be presented at the Company's 2001 Annual Meeting of Stockholders must be received by the Company not later than , 2001 in order to be considered for inclusion in the Company's proxy materials for that meeting. SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Section 16(a) of the Exchange Act requires the Company's directors, executive officers and any persons who directly or indirectly hold more than ten percent of the Company's Common Stock ("Reporting Persons") to file reports of ownership and changes in ownership with the Securities and Exchange Commission ("SEC"). Reporting Persons are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file. 20 23 Based solely on its review of the copies of such forms received or written representation from certain reporting persons for the 2000 fiscal year that no such forms were required, the Company believes that during fiscal 2000, all Reporting Persons complied with all applicable filing requirements on a timely basis, except as follows: . OTHER MATTERS The Company knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters properly come before the Annual Meeting, it is intended that proxies in the enclosed form will be voted in respect thereof in accordance with the judgments of the persons voting the proxies. It is important that the proxies be returned promptly and that your shares be represented. Stockholders are urged to mark, date, execute and promptly return the accompanying proxy card in the enclosed envelope. By Order of the Board of Directors, /s/ ANTHONY R. MULLER Anthony R. Muller Secretary October , 2000 San Jose, California 21 24 [FORM OF FRONT OF PROXY CARD] THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS JDS UNIPHASE CORPORATION ANNUAL MEETING OF STOCKHOLDERS DECEMBER 13, 2000 The undersigned hereby appoints JOZEF STRAUS, Ph.D and ANTHONY R. MULLER, or either of them, each with the power of substitution, and hereby authorizes each of them to represent and to vote as designated below all of the shares of Common Stock of JDS Uniphase Corporation that the undersigned is entitled to vote at the Annual Meeting of Stockholders to be held at 10:00 a.m., Pacific Standard Time on December 13, 2000 at the offices of the Company's subsidiary, E-TEK Dynamics, Inc., located at 1865 Lundy Avenue, San Jose, California, or any adjournment or postponement thereof. THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED STOCKHOLDER. IF NO SUCH DIRECTIONS ARE MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES LISTED ON THE REVERSE SIDE FOR THE BOARD OF DIRECTORS AND FOR PROPOSALS 2 AND 3. CONTINUED AND TO BE SIGNED ON REVERSE SIDE 25 [FORM OF BACK OF PROXY CARD] [X] Please mark your votes as indicated in this example. 1. Election of Class II Directors
FOR EACH WITHHOLD AUTHORITY NOMINEE FOR EACH NOMINEE [ ] [ ] Nominees: Peter A. Guglielmi Wilson Sibbett, Ph.D. Robert E. Enos
FOR, except vote withheld from the following nominee: ----------------------------------------------------- 26 2. To approve an amendment to the Company's Amended and Restated Certificate of Incorporation to increase the number of shares of Common Stock which the Company is authorized to issue from 3,000,000,000 to 6,000,000,000. [ ] FOR [ ] AGAINST [ ] ABSTAIN 3. Proposal to ratify the appointment of Ernst & Young LLP as the independent auditors for the Company for the fiscal year ending June 30, 2001. [ ] FOR [ ] AGAINST [ ] ABSTAIN PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED REPLY ENVELOPE. SIGNATURE(S) DATED: , 2000 ----------------------------------- -------------------- Please sign exactly as your name appears on this proxy card. If shares are held jointly, each person should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by President or other authorized officer. If a partnership, please sign in partnership name by authorized person. -----END PRIVACY-ENHANCED MESSAGE-----