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