0001095811-01-504989.txt : 20011008 0001095811-01-504989.hdr.sgml : 20011008 ACCESSION NUMBER: 0001095811-01-504989 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010919 EFFECTIVENESS DATE: 20010919 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JDS UNIPHASE CORP /CA/ CENTRAL INDEX KEY: 0000912093 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 942579683 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-96481 FILM NUMBER: 1740567 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-8 POS 1 f75844ors-8pos.txt POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 1 As filed with the Securities and Exchange Commission on September 19, 2001 Registration No. 333-96481 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------------- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------------- JDS UNIPHASE CORPORATION (Exact name of registrant as specified in its charter) --------------------------- DELAWARE 94-2579683 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.)
210 BAYPOINTE PARKWAY SAN JOSE, CALIFORNIA 95134 (Address of registrant's principal executive offices) OPTICAL COATING LABORATORY, INC. 1993 INCENTIVE COMPENSATION PLAN OPTICAL COATING LABORATORY, INC. 1995 INCENTIVE COMPENSATION PLAN OPTICAL COATING LABORATORY, INC. 1996 INCENTIVE COMPENSATION PLAN OPTICAL COATING LABORATORY, INC. 1998 INCENTIVE COMPENSATION PLAN OPTICAL COATING LABORATORY, INC. 1999 INCENTIVE COMPENSATION PLAN OPTICAL COATING LABORATORY, INC. 1999 DIRECTOR STOCK PLAN OPTICAL COATING LABORATORY, INC. 1999 EMPLOYEE STOCK PURCHASE PLAN OCLI 401(K) PLAN (1) (Full title of the plans) 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 and telephone number, including area code, of agent for service) WITH A COPY SENT TO: John W. Campbell, III, Esq. P. Rupert Russell, Esq. Morrison & Foerster LLP 425 Market Street San Francisco, California 94105-2482 (415) 268-7000 --------------------------- This Post-Effective Amendment No. 1 to the Registration Statement shall hereafter become effective in accordance with the provisions of Section 8(c) of the Securities Act of 1933. 2 (1) The number of shares of Registrant's common stock, $0.001 par value per share, registered for issuance under the OCLI 401(k) Plan: 580,935 shares. The number of shares of Registrant's common stock, $0.001 par value per share, registered for issuance under the Optical Coating Laboratory, Inc. 1999 Employee Stock Purchase Plan: 161,465 shares. 2 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-effective Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California, on September 19, 2001. JDS UNIPHASE CORPORATION By /s/ * ------------------------------ Jozef Straus, Ph.D., Co-Chairman of the Board of Directors, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Post-effective Amendment No. 1 to Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Name and Signatures Title Date ------------------- ----- ----- /s/ * President, Chief Executive Officer and September 19, 2001 ---------------------------------- Co-Chairman of the Board of Directors Jozef Straus, Ph.D. (Principal Executive Officer) /s/ Donald R. Scifres, Ph.D. Co-Chairman of the Board of Directors and September 19, 2001 ---------------------------------- Chief Strategy Officer Donald R. Scifres, Ph.D. /s/ * Co-Chairman of the Board of Directors September 19, 2001 ---------------------------------- Martin A. Kaplan /s/ Anthony R. Muller Executive Vice President, Chief Financial September 19, 2001 ---------------------------------- Officer and Secretary (Principal Financial Anthony R. Muller and Accounting Officer) /s/ * Director September 19, 2001 ---------------------------------- Bruce D. Day /s/ * Director September 19, 2001 ---------------------------------- Peter A. Guglielmi /s/ * Director September 19, 2001 ---------------------------------- Robert E. Enos /s/ * Director September 19, 2001 ---------------------------------- John A. MacNaughton /s/ * Director September 19, 2001 ---------------------------------- Casimir S. Skrzypczak /s/ Donald J. Listwin Director September 19, 2001 ---------------------------------- Donald J. Listwin *By: /s/ Anthony R. Muller ---------------------------------- Attorney-in-fact
3 4 Pursuant to the requirements of the Securities Act of 1933, the OCLI 401(k) Plan has duly caused this Post-effective Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California, on September 19, 2001. OCLI 401(K) PLAN By /s/ Tom Moser ------------------------------------ Tom Moser, Director of Compensation and Benefits, JDS Uniphase Corporation 4 5 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION ---------- ----------- 23.1 Consent of Ernst & Young LLP, independent auditors 99.1 Internal Revenue Service Determination Letter dated November 16, 1999
5 EX-23.1 3 f75844orex23-1.txt EXHIBIT 23.1 1 EXHIBIT 23.1 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Optical Coating Laboratory, Inc. 1993 Incentive Compensation Plan, Optical Coating Laboratory, Inc. 1995 Incentive Compensation Plan, Optical Coating Laboratory, Inc. 1996 Incentive Compensation Plan, Optical Coating Laboratory, Inc. 1998 Incentive Compensation Plan, Optical Coating Laboratory, Inc. 1999 Incentive Compensation Plan, Optical Coating Laboratory, Inc. 1999 Director Stock Plan, Optical Coating Laboratory, Inc. 1999 Employee Stock Purchase Plan and OCLI 401(k) Plan of our report dated September 12, 2001, 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, 2001, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP San Jose, California September 17, 2001 EX-99.1 4 f75844orex99-1.txt EXHIBIT 99.1 1 EXHIBIT 99.1 INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY DISTRICT DIRECTOR P.O. BOX 2508 CINCINNATI, OH 45201 Employee Identification Number: Date: November 16, 1999 68-0164244 DLN: 17007345001048 OPTICAL COATING LABORATORY INC Person to Contact: 2789 NORTHPOINT PARKWAY NAN CHYO ID# 95033 SANTA ROSA, CA 95407 Contact Telephone Number: (877) 829-5500 Plan Name: OCLI ESOP Plan Number: 006 Dear Applicant: We considered the information you sent us and have determined that your termination of this plan does not adversely affect its qualification for federal tax purposes. Please note that this is not a determination regarding the effect of other federal or local statutes. Publication 794 explains the significance of this favorable determination letter, points out some features that may affect the qualified status of your employee retirement plan, and provides information on the reporting requirements for your plan. It also describes some events that automatically nullify it. It is very important that you read the publication. Even though you have terminated this plan, we would like to remind you of certain filing obligations. The related tax-exempt trust, custodial account, or other payers who are responsible for making payments may be required to file information returns on Form 1099-R, with Form 1096, for amounts paid or made available to any individual or beneficiary. In addition, you must continue to file a Form 5500 series return annually until all plan assets are distributed. The last return required is the one filed for the year in which distribution is completed. Be sure to check "Final Return" box at the top of page 1. This determination applies to the proposed termination date of 123198. This determination is subject to your adoption of the proposed amendments submitted in your letter dated 120798. The proposed amendments should be adopted on or before the date prescribed by the regulations under Code section 401(b). The requirement for employee benefits plans to file summary plan descriptions (SPD) with the U.S. Department of Labor was eliminated effective August 5, 1997. For more details, call 1-800-998-7542 for a free copy of the SPD card. The information on the enclosed addendum is an integral part of this determination. Please to sure to read and keep it with this letter. 2 Please keep this letter in your permanent records. If you have any questions concerning this matter, please contact the person whose name and telephone are shown above. Sincerely yours, District Director Enclosures: Publication 794 Addendum