DEFA14A

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): November 17, 2014

JDS UNIPHASE CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Delaware	000-22874	94-2579683
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)
430 North McCarthy Boulevard, Milpitas, CA		95035
(Address of Principal Executive Offices)		(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)

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 Information.

On November 17, 2014, JDS Uniphase Corporation (“JDSU”) issued a press release in response to an open letter issued by Sandell Asset Management Corporation. A copy of JDSU’s press release is attached hereto as Exhibit 99.1.

Important Additional Information

JDSU filed on October 24, 2014 a definitive proxy statement with the SEC in connection with the solicitation of proxies for its 2014 annual meeting of shareholders. Shareholders are strongly advised to read JDSU’s 2014 definitive proxy statement (including any amendments or supplements thereto) because it contains important information. Shareholders can obtain copies of JDSU’s 2014 proxy statement, any amendments or supplements to the proxy statement, and other documents filed by JDSU with the SEC in connection with its 2014 annual meeting of shareholders for no charge at the SEC’s website at www.sec.gov. Copies of the proxy materials may also be requested from JDSU’s proxy solicitor, D.F. King & Co., Inc., by telephone at (866) 796-7179 (toll-free) or by email at jdsu@dfking.com.

JDSU, its directors and executive officers are deemed participants in the solicitation of proxies from shareholders in connection with JDSU’s 2014 annual meeting of shareholders. Information regarding JDSU’s directors and executive officers who, under rules of the SEC, are considered participants in the solicitation of proxies for the 2014 annual meeting of shareholders, including their respective interests by security holdings or otherwise, is set forth in the definitive proxy statement JDSU filed with the SEC on October 24, 2014.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press release entitled “JDSU Responds to Sandell Asset Management” dated November 17, 2014.

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/ Andrew Pollack
	Andrew Pollack Senior Vice President, General Counsel and Secretary

November 17, 2014

EX-99.1

Exhibit 99.1

JDSU Responds to Sandell Asset Management

Milpitas, CA, Nov. 17, 2014—JDSU (NASDAQ: JDSU) today issued the following statement in response to an open letter issued today by Sandell Asset Management Corporation (“Sandell”):

The JDSU Board of Directors and management team are committed to acting in the best interests of all shareholders and have a demonstrated record of taking decisive actions to achieve this important objective. The Board of Directors of JDSU urges shareholders not to be misled by Sandell’s latest public commentary and encourages shareholders to cast their votes in favor of all proposals and director nominees included in the proxy statement for the 2014 Annual Meeting of Stockholders to be held on December 5, 2014.

The JDSU Board and management team continually review the Company’s strategic priorities and opportunities. JDSU’s recently announced plan to separate into two publicly traded companies followed the Board’s detailed and comprehensive review of the company’s portfolio, business strategy and all other strategic alternatives, as well as shareholder feedback. JDSU has maintained strong engagement with its shareholders, including Sandell, and welcomes their views, especially towards the shared goal of enhancing shareholder value. As such, the Board is committed to open and transparent corporate governance practices. The portrayal of our practices set forth in the Sandell letter is inaccurate.

The JDSU Board and management team are confident that the separation will enhance the value of both companies by increasing the agility and focus of each business, reducing overall operating costs and improving the overall financial performance of both companies. The JDSU Board believes that pursuing an auction process for the sale of any business segment, as Sandell proposes, would be harmful to the business and not serve to maximize shareholder value. Consistent with the Board’s historical approach, the Board will continue to assess its strategy and consider opportunities for additional or greater shareholder value creation.

Goldman Sachs and Centerview Partners are serving as financial advisors to JDSU and DLA Piper is serving as legal counsel.

About JDSU

JDSU (NASDAQ: JDSU) innovates and collaborates with customers to build and operate the highest-performing and highest-value networks in the world. Our diverse technology portfolio also fights counterfeiting and enables high-powered commercial lasers for a range of applications. Learn more about JDSU at www.jdsu.com and follow us on JDSU Perspectives, Twitter, Facebook and YouTube.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements include the Company’s plans to separate the business into two publicly traded companies and the anticipated benefits, savings, and other impacts of the separation. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected including the requirement to obtain certain approvals, the ability to retain key employees, the ability to recognize anticipated cost savings, the ability of each company to function as a stand-alone entity, customer retention and financing risks. The Company also faces risks related to the operation of its existing business segments which are described in the Company’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K filed August 26, 2014. Please refer to these filings for additional factors that could cause actual results to materially differ

JDSU News Release

from current expectations. The forward-looking statements included in this presentation are made only as of today’s date. The Company undertakes no obligation to update these statements.

Contact Information

Press: Jim Monroe, 240-404-1922, or jim.monroe@jdsu.com

Joele Frank, Wilkinson Brimmer Katcher

Matt Sherman, 212-355-4449

Jed Repko / Eric Brielmann, 415-869-3950

Investors: Bill Ong, 408-546-4521, or bill.ong@jdsu.com

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