-----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, MFlS4Vx7G9zTR3tbU7l0sBD0GhRvTz65rWJfFqoYTHD7zSnHBfsr3gM4mZaTB0SL ZjBqehtFEJibnWfuaXgrEA== 0001095811-01-000949.txt : 20010228 0001095811-01-000949.hdr.sgml : 20010228 ACCESSION NUMBER: 0001095811-01-000949 CONFORMED SUBMISSION TYPE: S-4MEF PUBLIC DOCUMENT COUNT: 11 FILED AS OF DATE: 20010212 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: S-4MEF SEC ACT: SEC FILE NUMBER: 333-55390 FILM NUMBER: 1532320 BUSINESS ADDRESS: STREET 1: 210 BAYPOINTE PKWY CITY: SAN JOSE STATE: CA ZIP: 95134 BUSINESS PHONE: 4084341800 MAIL ADDRESS: STREET 1: 210 BAYPOINTE PARKWAY CITY: SAN JOSE STATE: CA ZIP: 95134 S-4 1 f69046ors-4.txt FORM S-4 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 12, 2001 REGISTRATION NO. 333- - - -------------------------------------------------------------------------------- - - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ JDS UNIPHASE CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 3674 94-2579683 (STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
JDS UNIPHASE CORPORATION 210 BAYPOINTE PARKWAY SAN JOSE, CALIFORNIA 95134 (408) 434-1800 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) ------------------------ MICHAEL C. PHILLIPS, ESQ. SENIOR VICE PRESIDENT, BUSINESS DEVELOPMENT AND GENERAL COUNSEL JDS UNIPHASE CORPORATION 210 BAYPOINTE PARKWAY SAN JOSE, CALIFORNIA 95134 (408) 434-1800 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) WITH COPIES TO: JOHN W. CAMPBELL, III, ESQ. ALISON S. RESSLER, ESQ. P. RUPERT RUSSELL, ESQ. SULLIVAN & CROMWELL MORRISON & FOERSTER LLP 1888 CENTURY PARK EAST 425 MARKET STREET LOS ANGELES, CALIFORNIA 90067-1725 SAN FRANCISCO, CALIFORNIA 94105-2482 (310) 712-6600 (415) 268-7000
------------------------ APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: Upon consummation of the merger described herein. If the securities being registered on this Form are to be offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. [ ] If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement number for the same offering. [X] Registration No. 333-45300 If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] CALCULATION OF REGISTRATION FEE - - ------------------------------------------------------------------------------------------------------------------------ - - ------------------------------------------------------------------------------------------------------------------------ TITLE OF EACH PROPOSED MAXIMUM PROPOSED MAXIMUM CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) REGISTRATION FEE(2) - - ------------------------------------------------------------------------------------------------------------------------ Common Stock $0.001 par value... 2,527,532 $43.88 $110,908,104 $27,727 - - ------------------------------------------------------------------------------------------------------------------------ - - ------------------------------------------------------------------------------------------------------------------------
(1) Based upon the number of shares of common stock, $0.001 par value per share, of JDS Uniphase Corporation, that may be issued pursuant to the merger, calculated as the product of (a) 665,140, the aggregate number of shares of SDL, Inc.'s common stock, $0.001 par value per share, issuable pursuant to outstanding options prior to the date the merger is expected to be consummated and (b) an exchange ratio of 3.8 shares of JDS Uniphase common stock for each share of SDL's common stock. (2) Estimated solely for purposes of calculating the registration fee of $27,727 required by the Securities Act of 1933, as amended, for an additional 2,527,532 shares of JDS Uniphase common stock, and computed pursuant to Rules 457(f) and (c) under the Securities Act based on $43.88, the average of the high and low per share prices of common stock of SDL on The Nasdaq National Market on February 9, 2001. On or about each of September 7, 2000 and November 17, 2000, the Registrant paid registration fees equal to $9,100,320 and $1,927 respectively, for the original 342,022,800 shares of common stock registered on the Registration Statement on S-4 filed on September 7, 2000 and Amendment No. 1 thereto filed on November 17, 2000 (Registration No. 333-45300). - - -------------------------------------------------------------------------------- - - -------------------------------------------------------------------------------- 2 EXPLANATORY NOTE Registrant registered 342,022,800 shares of its common stock on Form S-4, as amended (Registration No. 333-45300), to be issued pursuant to the Agreement and Plan of Merger, dated as of July 9, 2000, by and among Registrant, K2 Acquisition, Inc. ("K2"), a wholly owned subsidiary of Registrant, and SDL, Inc. ("SDL"). Under the merger agreement, K2 will merge with and into SDL and SDL will survive the merger as a wholly owned subsidiary of Registrant. Such Registration Statement was declared effective on November 17, 2000 and the contents of such earlier Registration Statement are hereby incorporated herein by reference. After the registration of the 342,022,800 shares to be issued in the merger was declared effective by the SEC, an additional 2,527,532 shares of Registrant's common stock became issuable pursuant to 665,140 options under SDL's employee stock option plans which became exercisable between the date of effectiveness of Registrant's Form S-4 (Registration No. 333-45300) and the date the merger is expected to be consummated. 3 SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, California on February 12, 2001. JDS Uniphase Corporation By: /s/ JOZEF STRAUS, PH.D. ------------------------------------ Jozef Straus, Ph.D. Chief Executive Officer and Co-Chairman of the Board Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated on February 12, 2001.
SIGNATURE TITLE --------- ----- /s/ JOZEF STRAUS, PH.D. Chief Executive Officer and - - ----------------------------------------------------- Co-Chairman of the Board of Jozef Straus, Ph.D. Directors (Principal Executive Officer) * Co-Chairman of the Board of - - ----------------------------------------------------- Directors Martin A. Kaplan /s/ ANTHONY R. MULLER Executive Vice President, - - ----------------------------------------------------- Chief Financial Officer and Anthony R. Muller Secretary (Principal Financial and Accounting Officer) * Director - - ----------------------------------------------------- Bruce D. Day * Director - - ----------------------------------------------------- Peter A. Guglielmi * Director - - ----------------------------------------------------- Robert E. Enos * Director - - ----------------------------------------------------- John A. MacNaughton * Director - - ----------------------------------------------------- Wilson Sibbett, Ph.D. * Director - - ----------------------------------------------------- Casimir S. Skrzypczak
4
SIGNATURE TITLE --------- ----- * Director - - ----------------------------------------------------- William J. Sinclair * Director - - ----------------------------------------------------- Donald J. Listwin *By: /s/ ANTHONY R. MULLER ------------------------------------------------- Anthony R. Muller Attorney-in-Fact Appointed to act as attorney-in-fact with respect to any Rule 462(b) Registration Statement relating to the registration of additional securities by the Registrant for the offering reflected by Registrant's Registration Statement on Form S-4 (Registration Statement No. 333-45300).
5 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION - - ------- ----------- 5.1 Opinion of Morrison & Foerster LLP, together with consent. 23.1 Consent of Ernst & Young LLP, independent auditors. 23.2 Consent of Ernst & Young LLP, independent auditors. 23.3 Consent of Arthur Andersen, independent auditors. 23.4 Consent of Arthur Andersen, independent auditors. 23.5 Consent of Deloitte & Touche LLP, independent auditors. 23.6 Consent of PricewaterhouseCoopers LLP, independent accountants. 23.7 Consent of KPMG LLP, independent auditors. 23.8 Consent of Deloitte & Touche LLP, independent auditors. 23.9 Consent of Grant Thornton LLP, independent certified public accountants. 23.10 Consent of Morrison & Foerster LLP (included as part of its opinion filed as Exhibit 5.1). 24.1* Power of Attorney (See Page II-5 of Registrant's Registration Statement on Form S-4 filed on September 7, 2000).
- - --------------- * Previously filed. EX-5.1 2 f69046orex5-1.txt EXHIBIT 5.1 1 EXHIBIT 5.1 [MORRISON & FOERSTER LLP LETTERHEAD] February 12, 2001 JDS Uniphase Corporation 210 Baypointe Parkway San Jose, California 95134 Ladies and Gentlemen: At your request, we have examined the Registration Statement on Form S-4, including the proxy statement-prospectus forming a part thereof, filed by you with the Securities and Exchange Commission on February 12, 2001 (the "Registration Statement"), in connection with the registration under the Securities Act of 1933, as amended, of 2,527,532 shares of your common stock, $.001 par value per share (the "Stock"). The Stock will be issued to the former stockholders of SDL, Inc. ("SDL"), a Delaware corporation, pursuant to the terms of that certain Agreement and Plan of Reorganization and Merger, dated as of July 9, 2000, by and among you, K2 Acquisition, Inc., a Delaware corporation and your wholly-owned subsidiary, and SDL (the "Merger Agreement"). As counsel to the Company and in connection with this opinion, we have examined all proceedings taken by you in connection with the registration of the Stock. It is our opinion that the Stock, which is being issued by you in exchange for the shares of common stock of SDL pursuant to the Merger Agreement, when issued in the manner described in the Registration Statement will be legally and validly issued, fully paid and nonassessable. We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us in the Registration Statement and any amendments thereto. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended. Very truly yours, /s/ MORRISON & FOERSTER LLP EX-23.1 3 f69046orex23-1.txt EXHIBIT 23.1 1 EXHIBIT 23.1 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the reference to our firm under the captions "Selected Historical Consolidated Financial Data of JDS Uniphase" and "Experts" included in the Proxy Statement of JDS Uniphase Corporation and SDL, Inc. that is made a part of the Registration Statement (Form S-4) and Prospectus of JDS Uniphase Corporation for the registration of 2,527,532 shares of its common stock and to the incorporation by reference therein of our report dated July 24, 2000, with respect to the consolidated financial statements and schedule of JDS Uniphase Corporation included in its Annual Report (Form 10-K) for the year ended June 30, 2000 filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP San Jose, California February 9, 2001 EX-23.2 4 f69046orex23-2.txt EXHIBIT 23.2 1 EXHIBIT 23.2 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the reference to our firm under the captions "Experts" and "Selected Historical Consolidated Financial Data of SDL" included in the Proxy Statement of JDS Uniphase Corporation and SDL, Inc. that is made part of the Registration Statement (Form S-4) and Prospectus of JDS Uniphase Corporation for the registration of 2,527,532 shares of common stock of JDS Uniphase Corporation in connection with its acquisition of SDL, Inc. and to the incorporation by reference therein of our report dated January 27, 2000 (except for the fifth paragraph of Note 9 and the first paragraph of Note 13, as to which the date is March 27, 2000), with respect to the consolidated financial statements and schedule of SDL, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 1999, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP San Jose, California February 9, 2001 EX-23.3 5 f69046orex23-3.txt EXHIBIT 23.3 1 EXHIBIT 23.3 CONSENT OF ARTHUR ANDERSEN, INDEPENDENT AUDITORS As independent auditors, we consent to the incorporation by reference in the Registration Statement of JDS Uniphase Corporation on Form S-4 of our report dated 6 April 2000 with respect to the consolidated financial statements of SDL Queensgate Limited as of 31 March 1999 and for each of the two years in the period ended 31 March 1999, included in the Current Report (Form 8-K/A) of SDL Inc. and filed 22 May 2000 and to all references to our Firm included in this registration statement. /s/ ARTHUR ANDERSEN - - -------------------- Arthur Andersen, Chartered Accountants Reading, England February 9, 2001 EX-23.4 6 f69046orex23-4.txt EXHIBIT 23.4 1 EXHIBIT 23.4 CONSENT OF ARTHUR ANDERSEN, INDEPENDENT AUDITORS As independent auditors, we consent to the incorporation by reference in the Registration Statement of JDS Uniphase Corporation on Form S-4 of our report dated 15 October 1998 with respect to the consolidated financial statements of IOC International Limited as at 30 September 1998 and for each of the two years in the period ended 30 September 1998, included in SDL, Inc.'s Annual Report (Form 10-K) for the year ended 31 December 1999 and to all references to our Firm included in this registration statement. /s/ Arthur Andersen Arthur Andersen, Chartered Accountants Cambridge, England February 8, 2001 EX-23.5 7 f69046orex23-5.txt EXHIBIT 23.5 1 EXHIBIT 23.5 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-4 of our report dated December 15, 1999 on the consolidated financial statements of Optical Coating Laboratory, Inc. and subsidiaries as of October 31, 1999 and 1998, and for each of the three years in the period ended October 31, 1999, incorporated by reference in the Current Report on Amendment No. 3 to Form 8-K/A of JDS Uniphase Corporation filed on May 31, 2000. /s/ DELOITTE & TOUCHE LLP San Jose, California February 9, 2001 EX-23.6 8 f69046orex23-6.txt EXHIBIT 23.6 1 EXHIBIT 23.6 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement of JDS Uniphase Corporation on Form S-4 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 JDS Uniphase Corporation's Current Report on Form 8-K filed on January 18, 2000. We also consent to the reference to us under the heading "Experts" in such Registration Statement. /s/ PricewaterhouseCoopers LLP San Jose, California February 9, 2001 EX-23.7 9 f69046orex23-7.txt EXHIBIT 23.7 1 EXHIBIT 23.7 CONSENT OF KPMG LLP, INDEPENDENT AUDITORS The Board of Directors Flex Products, Inc. We consent to the incorporation by reference in the registration statement on Form S-4 of JDS Uniphase Corporation of our report dated November 26, 1997, with respect to the statements of operations, stockholders' equity, and cash flows of Flex Products, Inc. for the year ended November 2, 1997, which report appears in the October 31, 1999 Annual Report on Form 10-K of Optical Coating Laboratory, Inc., which is incorporated by reference in the Current Report on Amendment No. 3 to Form 8-K/A of JDS Uniphase Corporation filed on May 31, 2000. We also consent to the reference to us under the heading "Experts" in the proxy statement-prospectus. /s/ KPMG LLP February 9, 2001 San Francisco, California EX-23.8 10 f69046orex23-8.txt EXHIBIT 23.8 1 EXHIBIT 23.8 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this registration statement on Form S-4 of our report dated May 10, 2000 (June 2, 2000 as to Note 10) of Photonic Integration Research, Inc. appearing in the Current Report on Form 8-K/A of SDL, Inc. /s/ DELOITTE & TOUCHE LLP Columbus, Ohio February 9, 2001 EX-23.9 11 f69046orex23-9.txt EXHIBIT 23.9 1 EXHIBIT 23.9 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We have issued our report dated January 28, 2000, accompanying the financial statements of Veritech Microwave, Inc., as of December 31, 1999 and 1998 and for each of the three years in the period ended December 31, 1999, included in the Current Report on Form 8-K/A of SDL, Inc. dated April 3, 2000 filed with the Securities and Exchange Commission on June 16, 2000, which are incorporated by reference in this Registration Statement on Form S-4 of JDS Uniphase Corporation. We consent to the incorporation by reference in the Registration Statement of the aforementioned report. /s/ GRANT THORNTON LLP Edison, New Jersey February 9, 2001 -----END PRIVACY-ENHANCED MESSAGE-----