-----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, UIXkScvFLfixtUYjCqs9VUVxd8aFAM1cBiYeENbd1GjbjnVRza+zo6XndNs57NTT 8S2h327QjRGq1CRQkt74cw== 0001193125-05-133353.txt : 20050628 0001193125-05-133353.hdr.sgml : 20050628 20050628164546 ACCESSION NUMBER: 0001193125-05-133353 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050628 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20050628 DATE AS OF CHANGE: 20050628 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22874 FILM NUMBER: 05921331 BUSINESS ADDRESS: STREET 1: 1768 AUTOMATION PARKWAY CITY: SAN JOSE STATE: CA ZIP: 95131 BUSINESS PHONE: 4085465000 MAIL ADDRESS: STREET 1: 1768 AUTOMATION PARKWAY CITY: SAN JOSE STATE: CA ZIP: 95131 8-K 1 d8k.htm FORM 8-K Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

Securities and Exchange Act of 1934

 

Date of report (Date of earliest event reported): June 28, 2005

 

 

JDS UNIPHASE CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

 

 

Delaware   000-22874   94-2579683

(State or Other Jurisdiction of

Incorporation or Organization)

  

(Commission File Number)

  

(IRS Employer

Identification Number)

 

1768 Automation Parkway

San Jose, California 95131

(Address of Principal Executive Offices, Including Zip Code)

 

(408) 546-5000

(Registrant’s Telephone Number, Including Area Code)

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Reporting)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Item 1.01. Entry into a Material Definitive Agreement.

 

On June 22, 2005, JDS Uniphase Corporation (the “Company”) approved the acceleration of vesting of certain unvested and “out-of-the-money” stock options with exercise prices equal to or greater than $2.50 per share previously awarded to its employees, including its executive officers, but excluding its non-employee directors, under the Company’s equity compensation plans. The acceleration of vesting will be effective for stock options outstanding as of June 22, 2005. Options to purchase approximately 33.85 million shares of common stock or 21.7% of the Company’s outstanding unvested options (of which options to purchase approximately 4.6 million shares or 2.9% of the Company’s outstanding unvested options are held by the Company’s executive officers) are subject to the acceleration. The weighted average exercise price of the options subject to the acceleration is $4.69.

 

The purpose of the acceleration is to enable the Company to avoid recognizing compensation expense associated with these options in future periods in its consolidated statements of operations, upon adoption of FASB Statement No. 123R (Share-Based Payment) in July 2005. The pre-tax charge to be avoided amounts to approximately $80 million which would have been recognized over the expected life of the unvested options subject to acceleration. The options subject to acceleration on average vest 1.55 years from the effective date of the acceleration.

 

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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.

 

JDS Uniphase Corporation
By:  

/s/ Christopher S. Dewees

    Christopher S. Dewees
   

Senior Vice President and

General Counsel

 

Date: June 28, 2005

 

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