-----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, WjBvGQytvnDUHpWIvDlowzbvyf4ytsmYzXjwZHlsGnXL43jBTvgr6YvRs9poGEk9 HQuMRgWV27iKTi9gof6Mwg== 0000929624-96-000087.txt : 19960618 0000929624-96-000087.hdr.sgml : 19960618 ACCESSION NUMBER: 0000929624-96-000087 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960603 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960617 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNIPHASE CORP /CA/ CENTRAL INDEX KEY: 0000912093 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 942579683 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22874 FILM NUMBER: 96582108 BUSINESS ADDRESS: STREET 1: 163 BAYPOINT PARKWAY CITY: SAN JOSE STATE: CA ZIP: 95134 BUSINESS PHONE: 4084341800 MAIL ADDRESS: STREET 1: 163 BAYPOINTE PARKWAY CITY: SAN JOSE STATE: CA ZIP: 95134 8-K 1 FORM 8-K ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ___________________________________ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JUNE 3, 1996 UNIPHASE CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 0-22874 94-2579683 (STATE OR OTHER JURISDICTION (COMMISSION FILE NO.) (IRS EMPLOYER OF INCORPORATION) IDENTIFICATION NO.) 163 BAYPOINTE PARKWAY, SAN JOSE, CALIFORNIA 95134 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) (408) 434-1800 (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) PAGE 1 OF 5 PAGES EXHIBIT INDEX LOCATED ON PAGE 6 ================================================================================ INFORMATION TO BE INCLUDED IN REPORT ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. (a) Pursuant to the Stock Purchase Agreement dated as of May 24, 1996, as amended by Amendment No. 1 to the Stock Purchase Agreement dated as of May 31, 1996, by and among the Registrant and Fiberoptic Alignment Solutions, Inc. ("FAS"), an Illinois corporation, and all shareholders (the "Shareholders") of FAS, the Registrant acquired from the Shareholders all of the outstanding shares of Common Stock (the "Shares"), at no par value, of FAS. The aggregate purchase price for the Shares was $3,932,184, which payment was made in cash ($1,462,624.75) and promissory notes ($2,469,559.26). The total value of consideration paid for the Shares was determined based on arm's length negotiations between FAS, the Shareholders and the Registrant which took into account FAS' financial position, operating history, products, intellectual property and other factors relating to FAS' business and certain income tax aspects of the transaction. The transaction was closed on June 3, 1996. Except as set forth in the Exhibits hereto, there are no material relationships between the Registrant, FAS and the Shareholders. The source of funds used to purchase the Shares was cash from the Registrant's existing working capital and promissory notes. (b) Pursuant to the Agreement for the Sale and Purchase of the Entire Issued Share Capital of GCA Fibreoptics Limited (the "Share Capital") entered into on May 31, 1996, by and among the Registrant, Industrial Technologies Securities Limited ("ITS"), an English corporation, Jonathan Timothy Greaves and Wendy Greaves, the Registrant acquired from ITS, Jonathan Timothy Greaves and Wendy Greaves the entire issued share capital of GCA Fibreoptics Limited ("GCA"), an English corporation. The aggregate purchase price for the Share Capital was $4,717,820, which payment was made in cash ($1,126,840) and promissory notes ($3,590,980). The total value of consideration paid for the Share Capital was determined based on arm's length negotiations between ITS, Jonathan Timothy Greaves, Wendy Greaves and the Registrant which took into account GCA's financial position, operating history, products, intellectual property and other factors relating to GCA's business and certain income tax aspects of the transaction. The transaction was closed on June 3, 1996. Except as set forth in the exhibits hereto, there are no material relationships between the Registrant, ITS, Jonathan Timothy Greaves, Wendy Greaves and GCA. The source of funds to purchase the Share Capital was cash from the Registrant's existing working capital and promissory notes. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) Financial Statements of Businesses Acquired. ------------------------------------------- The financial statements of the businesses acquired are included in Registrant's Registration Statement on Form S-3 (File No. 333-04855) (the "Registration Statement") and the prospectus (the "Prospectus") originally filed with the Securities and Exchange Commission (the "Commission") on May 31, 1996 and which became effective on June 11, 1996, pages F-18 through F-30. Such financial statements are incorporated herein by reference. 2 (b) Pro Forma Financial Information. ------------------------------- The pro forma financial information are included in Registrant's Registration Statement and Prospectus, pages 17-19. Such pro forma financial information is incorporated herein by reference. (c) Exhibits. -------- The Stock Purchase Agreement, as amended, referred to in Item 2(a) above, and the Agreement for the Sale and Purchase of the Entire Issued Share Capital of GCA, referred to in Item 2(b) above, have been previously filed with the Commission as Exhibits 2.2 and 2.3 to Registrant's Registration Statement. Such exhibits are incorporated as exhibits hereto by reference. 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. UNIPHASE CORPORATION By /s/ Dan E. Pettit ------------------------- Dan E. Pettit Vice President, Finance, Chief Financial Officer and Secretary Date: June 14, 1996 4 EXHIBIT INDEX
SEQUENTIALLY EXHIBIT DESCRIPTION NUMBERED PAGE - ------- ----------- ------------- 2.2 Form of Stock Purchase Agreement between 5 Registrant, Fiberoptic Alignment Solutions, Inc., an Illinois corporation ("FAS"), Uniphase Telecommunications Products, Inc., a Delaware corporation, and the shareholders of FAS named therein, and Amendment No. 1 thereto dated as of May 31, 1996 (incorporated by reference to the indicated exhibit to the Company's Registration Statement on Form S-3 (File No. 333-04855) which became effective on June 11, 1996). 2.3 Form of Agreement between Registrant and GCA 5 Fibreoptics Limited for the Sale and Purchase of the Entire Issued Share Capital of GCA Fibreoptics Limited (incorporated by reference to the indicated exhibit to the Company's Registration Statement on Form S-3 (File No. 333-04855) which became effective on June 11, 1996).
5 MORRISON & FOERSTER LLP SAN FRANCISCO ATTORNEYS AT LAW NEW YORK LOS ANGELES WASHINGTON, D.C. SACRAMENTO 755 PAGE MILL ROAD LONDON ORANGE COUNTY PALO ALTO, CALIFORNIA 94304-1018 BRUSSELS WALNUT CREEK TELEPHONE (415) 813-5600 HONG KONG SEATTLE TELEFACSIMILE (415) 494-0792 TOKYO DENVER Writer's Direct Dial Number (415) 813-5757 VIA ELECTRONIC FILING Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Current Report on Form 8-K of Uniphase Corporation (Commission -------------------------------------------------------------- File #0-22874) -------------- Ladies and Gentlemen: On behalf of our client, Uniphase Corporation, a Delaware corporation (the "Company"), we hereby electronically file pursuant to the EDGAR requirements of the Securities and Exchange Act of 1934, the Company's Current Report on Form 8-K (the "Report"). Please be advised that the Company is filing one complete copy of the Report (which has been manually signed) with the Nasdaq Stock Market concurrently herewith. Should you have any questions regarding the Report, please do not hesitate to contact me at the number referenced above. Very truly yours, /s/ James M. Meenaghan James M. Meenaghan Enclosures cc: Dan E. Pettit (w/encl.) Michael C. Phillips (w/o encl.) -----END PRIVACY-ENHANCED MESSAGE-----