-----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, QpaZIoqoL2MxdSY9CG/YjtWIuSSHFadgYQQR4AMwcm93iaF5gIbWbqe7BOnXl0Lz pm0rYlKkZh2GvraKpiIglA== 0001095811-00-005350.txt : 20001219 0001095811-00-005350.hdr.sgml : 20001219 ACCESSION NUMBER: 0001095811-00-005350 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20001218 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SDL INC CENTRAL INDEX KEY: 0000934741 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 770331449 STATE OF INCORPORATION: DE FISCAL YEAR END: 0101 FILING VALUES: FORM TYPE: 425 SEC ACT: SEC FILE NUMBER: 000-25688 FILM NUMBER: 791249 BUSINESS ADDRESS: STREET 1: 80 ROSE ORCHARD WAY CITY: SAN JOSE STATE: CA ZIP: 95134 BUSINESS PHONE: 4089439411 MAIL ADDRESS: STREET 1: 80 ROSE ORCHARD WAY CITY: SAN JOSE STATE: CA ZIP: 95134 FILED BY: 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: 425 BUSINESS ADDRESS: STREET 1: 210 BAYPOINTE PARKWAY CITY: SAN JOSE STATE: CA ZIP: 95134 BUSINESS PHONE: 4084341800 MAIL ADDRESS: STREET 1: 210 BAYPOINTE PARKWAY CITY: SAN JOSE STATE: CA ZIP: 95134 425 1 f68068e425.txt 425 1 Filed by JDS Uniphase Corporation Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 of the Securities and Exchange Act of 1934, as amended. Commission File No.: 333-45300 Subject Company: JDS Uniphase Corporation and SDL, Inc. For additional information, please contact: JDS Uniphase Corporation 210 Baypointe Parkway Alison Reynders, IR Director, San Jose, CA JDS Uniphase, (408) 434-1800 95134 USA Mike Foster, VP Finance and CFO, SDL, (408) 943-9411 Tel 408 434-1800 Fax 408 954-0760 www.jdsunph.com JDS UNIPHASE AND SDL TO ADJOURN SPECIAL STOCKHOLDER MEETINGS TO JANUARY NEPEAN, ONTARIO AND SAN JOSE, CALIFORNIA - DECEMBER 18, 2000-- JDS Uniphase Corporation (NASDAQ: JDSU; TSE: JDU) and SDL, Inc. (NASDAQ: SDLI) announced today that they expect to complete the merger of the companies in January 2001 because of the time required to complete the regulatory approval process. The Companies had earlier expected to close the merger by the end of December. As a result, the companies will adjourn their special meetings of stockholders currently scheduled for 10:00 a.m., Pacific Standard Time, December 27, 2000 to a date to be announced in a press release at the time of the meetings. ABOUT SDL SDL's products power the transmission of data, voice, video and Internet information over fiber optic networks to meet the needs of telecommunications, cable television and satellite communications applications. They enable customers to meet the bandwidth needs of increasing Internet, data, video and voice traffic by expanding their fiber optic communications networks much more quickly and efficiently than would be possible using conventional electronic and optical technologies. SDL's optical products also serve a variety of non-communications applications, including materials processing and printing. Additional information about SDL, Inc. is available on the Internet at www.sdli.com. ABOUT JDS UNIPHASE JDS Uniphase, headquartered in San Jose, California, and Nepean, Ontario, is a high technology company that designs, develops, manufactures and distributes a comprehensive range of products for the growing fiberoptic communications market. These products are deployed by system manufacturers worldwide to develop advanced optical networks for the telecommunications and cable television industries. JDS Uniphase Corporation is traded on the Nasdaq National Market under the symbol JDSU and the exchangeable shares of JDS Uniphase Canada Ltd. are traded on The Toronto Stock Exchange under the symbol JDU. More information on JDS Uniphase is available at www.jdsuniphase.com. 2 The statements contained in this press release that are not purely historical are 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 may be identified by their use of forward-looking terminology such as "goals", "believes", "promises", "intends", and "expects" and similar words. Such forward-looking statements include, but are not limited to, statements regarding the likelihood and timing of the closing of the merger. Such forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected for both companies. Risks and uncertainties that could cause actual results to differ materially from such forward-looking statements include, but are not limited to, the inability to timely resolve issues raised by regulatory authorities as well as factors discussed from time to time in reports filed by JDS Uniphase Corporation and SDL, Inc. with the Securities and Exchange Commission. The forward-looking statements contained in this news release are made as of the date hereof and JDS Uniphase Corporation and SDL, Inc. do not assume any obligation to update the reasons why actual results could differ materially from those projected in the forward-looking statements. Readers are urged to read the proxy statement/prospectus included in JDS Uniphase Corporation's Registration Statement on Form S-4, in connection with the transaction filed with the Securities and Exchange Commission (SEC), because the proxy statement/prospectus and the Registration Statement on Form S-4 contain important information. Copies of the proxy statement/prospectus and the Registration Statement on Form S-4 are free of charge on the SEC web site, and copies of reports, proxy statements, and other information regarding JDS Uniphase Corporation filed with the SEC are available from JDS Uniphase Corporation free of charge. Requests for documents relating to JDS Uniphase should be directed to JDS Uniphase Corporation, 210 Baypointe Parkway, San Jose, CA 95134, Attention: Investor Relations (408-434-1800). Requests for documents relating to SDL, Inc. should be directed to SDL, Inc., 80 Rose Orchard Way, San Jose, CA 95134, Attention: Investor Relations (408-943-4343). Source: JDS Uniphase Corporation and SDL, Inc. # # # ADDITIONAL INFORMATION AND WHERE TO FIND IT JDS UNIPHASE CORPORATION HAS FILED A REGISTRATION STATEMENT WITH THE SEC ON FORM S-4 WHICH INCLUDES A JOINT PROXY STATEMENT-PROSPECTUS IN CONNECTION WITH THE MERGER, AND JDS UNIPHASE AND SDL HAVE MAILED A JOINT PROXY STATEMENT-PROSPECTUS TO THEIR 3 RESPECTIVE STOCKHOLDERS CONTAINING INFORMATION ABOUT THE MERGER. JDS UNIPHASE AND SDL SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT-PROSPECTUS CAREFULLY. THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT-PROSPECTUS CONTAIN IMPORTANT INFORMATION ABOUT JDS UNIPHASE, SDL, THE MERGER AND RELATED MATTERS. INVESTORS AND SECURITY HOLDERS ARE ABLE TO OBTAIN FREE COPIES OF THESE DOCUMENTS THROUGH THE WEB SITE MAINTAINED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION AT HTTP://WWW.SEC.GOV. FREE COPIES OF THE JOINT PROXY STATEMENT-PROSPECTUS AND THESE OTHER DOCUMENTS MAY ALSO BE OBTAINED BY REQUEST FROM JDS UNIPHASE AND SDL BY MAIL. REQUESTS FOR DOCUMENTS RELATING TO JDS UNIPHASE SHOULD BE DIRECTED TO JDS UNIPHASE CORPORATION, 210 BAYPOINTE PARKWAY, SAN JOSE, CALIFORNIA, 95134 ATTENTION: INVESTOR RELATIONS (408) 434-1800. REQUESTS FOR DOCUMENTS RELATING TO SDL SHOULD BE DIRECTED TO SDL, INC., 80 ROSE ORCHARD WAY, SAN JOSE, CALIFORNIA 95134 ATTENTION: INVESTOR RELATIONS (408) 943-4343. IN ADDITION TO THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT-PROSPECTUS, JDS UNIPHASE AND SDL FILE ANNUAL, QUARTERLY AND SPECIAL REPORTS, PROXY STATEMENTS AND OTHER INFORMATION WITH THE SEC. YOU MAY READ AND COPY ANY REPORTS, STATEMENTS OR OTHER INFORMATION FILED BY JDS UNIPHASE AND SDL AT THE SEC PUBLIC REFERENCE ROOMS AT 450 FIFTH STREET, N.W., WASHINGTON, D.C. 20549 OR AT ANY OF THE SEC'S OTHER PUBLIC REFERENCE ROOMS IN NEW YORK, NEW YORK AND CHICAGO, ILLINOIS. PLEASE CALL THE SEC AT 1-800-SEC-0330 FOR FURTHER INFORMATION ON THE PUBLIC REFERENCE ROOMS. JDS UNIPHASE AND SDL FILINGS WITH THE SEC ARE ALSO AVAILABLE TO THE PUBLIC FROM COMMERCIAL DOCUMENT-RETRIEVAL SERVICES AND AT THE WEB SITE MAINTAINED BY THE SEC AT HTTP://WWW.SEC.GOV. -----END PRIVACY-ENHANCED MESSAGE-----