-----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, ByqKZgxvYYqA+BltNdV+oMhfFD5vA9GFtANneleHKNvvcNPF9zpf2L6hey4R6PpH mjUAGeKHDax7oglvppLFzA== 0001193125-05-190787.txt : 20050923 0001193125-05-190787.hdr.sgml : 20050923 20050923172252 ACCESSION NUMBER: 0001193125-05-190787 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050923 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050923 DATE AS OF CHANGE: 20050923 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: 051101273 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, 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): September 23, 2005

 


 

JDS UNIPHASE CORPORATION

(Exact name of Registrant as Specified in its Charter)

 


 

Delaware   94-2579683

(State or Other Jurisdiction

of Incorporation)

 

(IRS Employer

Identification No.)

 

1768 Automation Parkway, San Jose, California   95131
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (408) 546-5000

 

N/A

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

 


 

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)

 

x 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 8.01 Other Events

 

On September 23, 2005, the Registrant issued a press release relating to scheduling of its annual stockholders’ meeting for December 1, 2005 in proposals to be presented at such meeting. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(c) Exhibits.

 

  99.1     Press Release of JDS Uniphase Corporation, dated September 23, 2005.


SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    JDS Uniphase Corporation
Date: September 23, 2005   By:  

/s/ Christopher S. Dewees


        Christopher S. Dewees
        Senior Vice President and General Counsel
EX-99.1 2 dex991.htm PRESS RELEASE Press Release

Exhibit 99.1

 

JDSU Schedules Annual Stockholders’ Meeting for December 1, 2005

 

Stockholders Invited to Authorize Reverse Stock Split

 

SAN JOSE, California - September 23, 2005 - JDSU today announced that its 2005 Annual Meeting of Stockholders will be held at the Company’s corporate offices located at 1768 Automation Parkway, San Jose, CA on Thursday, December 1, 2005, starting at 8:30 a.m. Pacific Standard Time.

 

In addition to the customary election of directors and auditor appointment proposals, JDSU stockholders of record as of October 11, 2005 will be invited to approve a proposal to amend the Company’s Certificate of Incorporation to authorize a reverse stock split of the outstanding shares of the Company’s common stock and the outstanding Exchangeable Shares issued by its subsidiary JDS Uniphase, Inc. This amendment would also include approval of the reduction of the number of authorized shares of common stock of the Company from 6,000,000,000 to 1,000,000,000. In addition, the reverse stock split proposal impacts any convertible securities of the Company, including outstanding options to purchase shares of common stock and the Company’s outstanding zero coupon senior convertible notes which are convertible into the Company’s common stock.

 

If approved by Stockholders, the proposal would authorize a reverse stock split in the range of one-for-eight to one-for-ten. The decision to effect a reverse stock split, the timing of the same, and which of the approved split ratios to effect, would be at the discretion of our Board of Directors and could be implemented at any time prior to December 1, 2006. The authorization would expire after this date.

 

COMPREHENSIVE DETAILS ABOUT THE REVERSE STOCK SPLIT PROPOSAL, AS WELL AS THE OTHER PROPOSALS TO BE CONSIDERED AT THE 2005 ANNUAL MEETING OF STOCKHOLDERS, MAY BE FOUND IN OUR DEFINITIVE PROXY STATEMENT, A PRELIMINARY VERSION OF WHICH WAS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION TODAY, AND IS AVAILABLE FOR REVIEW ON OUR WEBSITE AT WWW.JDSU.COM/INVESTORS.

 

Our stockholders of record on October 11, 2005 will receive a copy of the definitive proxy statement for our 2005 Annual Meeting of Stockholders. The definitive proxy statement will be mailed on or about October 20, 2005.

 

For stockholders unable to attend the meeting in person, a live webcast of the Annual Meeting will be available at www.jdsu.com/investors starting at 8.30 a.m. Pacific Standard Time on Thursday, December 1, 2005. Following the meeting, a replay of the webcast will be available until December 22, 2005.

 

About JDSU

 

JDSU is committed to enabling broadband & optical innovation in the communications, commercial and consumer markets. JDSU is the leading provider of communications test and measurement solutions and optical products for telecommunications service providers, cable operators, and network equipment manufacturers. Furthermore, JDSU is a leading provider of innovative optical solutions for medical/environmental instrumentation, semiconductor processing, display, brand authentication, aerospace and defense, and decorative applications. More information is available at www.jdsu.com.

 

Contacts

 

Media: Jayme Curtis, Public Relations, 408-546-7028 or jayme.curtis@jdsu.com

Investors: Jacquie Ross, Investor Relations, 408-546-4445, or investor.relations@jdsu.com

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