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<SEC-DOCUMENT>/in/edgar/work/0000912093-00-500012/0000912093-00-500012.txt : 20001031
<SEC-HEADER>0000912093-00-500012.hdr.sgml : 20001031
ACCESSION NUMBER:		0000912093-00-500012
CONFORMED SUBMISSION TYPE:	S-3
PUBLIC DOCUMENT COUNT:		6
FILED AS OF DATE:		20001030

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			JDS UNIPHASE CORP /CA/
		CENTRAL INDEX KEY:			0000912093
		STANDARD INDUSTRIAL CLASSIFICATION:	 [3674
]		IRS NUMBER:				942579683
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0630
</COMPANY-DATA>

		FILING VALUES:
			FORM TYPE:		S-3
			SEC ACT:		
			SEC FILE NUMBER:	333-48930
			FILM NUMBER:		749103
</FILING-VALUES>

			BUSINESS ADDRESS:	
				STREET 1:		163 BAYPOINTE PKWY
				CITY:			SAN JOSE
				STATE:			CA
				ZIP:			95134
				BUSINESS PHONE:		4084341800
</BUSINESS-ADDRESS>

				MAIL ADDRESS:	
					STREET 1:		163 BAYPOINTE PARKWAY
					CITY:			SAN JOSE
					STATE:			CA
					ZIP:			95134
</MAIL-ADDRESS>
</FILER>
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-3
<SEQUENCE>1
<FILENAME>forms3.htm
<DESCRIPTION>BODY OF S-3
<TEXT>

<HTML>
<head>
<TITLE>Iridian S3 DOC</TITLE>
</head>

<body bgcolor=white>



<p align="right"><font size="3" color="FF0000"><strong>
As filed with the Securities and Exchange Commission on October 30, 2000<br>
                                               Registration No. 333-________
</strong></font></p>

<DIV align=left>
<HR align=left SIZE=2 width="100%">
</DIV>
<DIV align=left>
<HR align=left SIZE=2 width="100%">
</DIV>

<p align="center"><font size="3"><strong>UNITED STATES</br>
SECURITIES AND EXCHANGE COMMISSION</br>
Washington, D.C. 20549</strong></font></p>

<HR align=center SIZE=2 width="25%">
<br>
<p align="center"><font size="5"><strong>FORM S-3</strong></center></font></p>
<HR align=center SIZE=2 width="25%">

<p align="center"><font size="3"><strong>
          REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
</strong>

</strong></font></p>

<p align="center"><font size="5" color="#0000FF"><strong>
                           <u>JDS Uniphase Corporation</u>
</strong></font></br>
<font size="2">
      (Exact Name of Registrant as Specified in Its Governing Instruments)



<P>&nbsp;
<TABLE COLS=2 WIDTH="100%" >
<TR>
<TD>
<font size="3"><strong>
<CENTER><u>Delaware</u></CENTER>
</font></strong>
</TD>
<TD>
<font size="3"><strong>
<CENTER><u>94-2579683</u></CENTER>
</font></strong>
</TD>
</TR>
<TR>
<TD>
<font size="2">
<CENTER>&nbsp; (State or Other Jurisdiction of Incorporation or Organization)&nbsp;</CENTER>
</font>
</TD>
<TD>
<font size="2">
<CENTER>(I.R.S. Employer Identification Number)</CENTER>
</font>
</TD>
</TR>
</TABLE>
<BR>

<p align="center"><font size="3"><strong>
                               210 Baypointe Parkway<br>
                           Santa Clara, CA &nbsp;&nbsp;95054<br>
                                  <u>(408) 434-1800
</strong></font></u><br>

<font size="2">
       (Address, Including Zip Code, and Telephone Number, Including Area Code<br>
                       of Registrar's Principal Executive Offices)</P>
</font></p>


<p align="center"><font size="3"><strong>
                               Michael C. Phillips<br>
            Senior Vice-President, Business Development and General Counsel<br>
                             JDS Uniphase Corporation<br>
                               210 Baypointe Parkway<br>
                           San Jose, California 95134<br>
                              <u>(408) 434-1800<br>
</strong></font></u><br>

<font size="2">
          (Name, Address, Including Zip Code, and Telephone Number,<br>
                  Including Area Code, of Agent for Service)
</font></p>


<p align="center"><font size="2">
        APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE  PUBLIC:</P>
</font></p>

<p align="center"><font size="3"><strong>
From time to time after the effective date of this Registration Statement.</P>
</strong></font></p>

<font size="2">
<P>If the only securities being registered on this Form are to be offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [&nbsp;&nbsp; ]</P>
<P>If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]</P>

<P>If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [&nbsp;&nbsp; ]</P>



<P>If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering.  [&nbsp;&nbsp; ]</P>


<P ALIGN="CENTER">If delivery of the prospectus is expected to be made pursuant
to Rule 434, please check the following box. [&nbsp;&nbsp; ]</P>


<DIV align=left>
<HR align=left SIZE=2 width="100%">
</DIV>


<B><P ALIGN="CENTER">CALCULATION OF REGISTRATION FEE</P></B></FONT>
<TABLE BORDER=0 CELLSPACING=1 CELLPADDING=4 WIDTH=623>
<TR><TD WIDTH="41%" VALIGN="BOTTOM" HEIGHT=59>
<P ALIGN="CENTER"><B><FONT SIZE=1>&nbsp;</P>
<P ALIGN="CENTER">Title Of Shares To Be Registered</B></FONT></TD>
<TD WIDTH="12%" VALIGN="BOTTOM" HEIGHT=59>
<B><FONT SIZE=1><P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">Amount To Be Registered(1)</B></FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM" HEIGHT=59>
<B><FONT SIZE=1><P ALIGN="CENTER">Proposed Maximum Aggregate Price Per
Share(2)</B></FONT></TD>
<TD WIDTH="16%" VALIGN="BOTTOM" HEIGHT=59>
<B><FONT SIZE=1><P ALIGN="CENTER">Proposed Maximum Aggregate Offering
Price(2)</B></FONT></TD>
<TD WIDTH="14%" VALIGN="BOTTOM" HEIGHT=59>
<B><FONT SIZE=1><P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">Amount Of Registration Fee</B></FONT></TD>
</TR>
<TR><TD WIDTH="41%" VALIGN="TOP" HEIGHT=60>
<FONT SIZE=1><P>Common stock, $0.001 par value(3)
</FONT></TD>
<TD WIDTH="12%" VALIGN="TOP" HEIGHT=60>
<FONT SIZE=1><P ALIGN="CENTER">424,699</FONT></TD>
<TD WIDTH="16%" VALIGN="TOP" HEIGHT=60>
<FONT SIZE=1><P ALIGN="CENTER">$69.78125</FONT></TD>
<TD WIDTH="16%" VALIGN="TOP" HEIGHT=60>
<FONT SIZE=1><P ALIGN="CENTER">$29,636,027</FONT></TD>
<TD WIDTH="14%" VALIGN="TOP" HEIGHT=60>
<FONT SIZE=1><P ALIGN="CENTER">$7,824</FONT></TD>
</TR>
</TABLE>

<DIV align=left>
<HR align=left SIZE=2 width="100%">
</DIV>

<font size="1">

<BLOCKQUOTE>

<P> (1) This registration statement relates to the offering of up to 424,699 shares of JDS
Uniphase common stock issuable upon exchange of up to 424,699 exchangeable shares (as defined
herein) issued by JDS Uniphase Canada Ltd., Registrant's subsidiary.

<P>(2)   Estimated solely for the purpose of determining the registration fee in
      accordance with Rule 457 under the Securities Act of 1933, as amended
      ("Securities Act").


<P>(3)   Includes the preferred stock purchase rights associated with the common
      stock.

</BLOCKQUOTE>


<font size="2">
<P>THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE AN AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.</P>

<DIV align=left>
<HR align=left SIZE=2 width="100%">
</DIV>
<DIV align=left>
<HR align=left SIZE=2 width="100%">
</DIV>

<FONT SIZE=2>
<P ALIGN="CENTER">Subject to Completion, dated October 30, 2000</P>

<P>THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

<P ALIGN="CENTER">JDS Uniphase Corporation</P>
<P ALIGN="CENTER">424,699 Shares of Common Stock</P>
<P>The 424,699 shares of our common stock offered by this prospectus will be
held by certain of our stockholders in exchange for exchangeable shares of JDS
Uniphase Canada Ltd., a subsidiary of ours. We have agreed to bear the expenses
of registration of the shares in this prospectus.</P>
<P>Our common stock is listed on the Nasdaq National Market under the symbol:
</P>
<P ALIGN="CENTER">JDSU</P>
<P>The last sale price of our common stock on the Nasdaq National Market on
October 26, 2000 was $74.4375 per share.</P>
<P ALIGN="CENTER">----------------------</P>

<P>INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" BEGINNING ON PAGE 5.</P>
<P>NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.</P>


<P ALIGN="CENTER">----------------------</P>
<P ALIGN="CENTER">_____________</P>
<P>You should rely only on the information contained in this document or to
which we have referred you. We have not authorized anyone to provide you with
information that is different. This document may be used only where it is legal
to sell these securities. The information in this document may only be accurate
on the date of this document.</P>
<P>Information contained in our Web site does not constitute part of this
document.</P>
<P ALIGN="CENTER">______________</P>

<P ALIGN="CENTER">
The date of this prospectus is October 30, 2000</P>

<B><P ALIGN="CENTER">JDS UNIPHASE</B></P>

<P>&#9;&#9;JDS Uniphase Corporation is the result of a merger between
Uniphase Corporation ("Uniphase") and JDS FITEL Inc. ("JDS FITEL"), pursuant to
which they combined their operations on June 30, 1999. Historic information
included or incorporated by reference in this Prospectus that is specific to
Uniphase Corporation or JDS FITEL Inc. is specifically described as "Uniphase"
or "JDS FITEL" information, respectively. References to "we," "us", "our" , the
"Company" and "JDS Uniphase" refer to the combined entity resulting from the
merger.</P>
<P>We are a leading provider of advanced fiber optic components and modules.
These products are sold to the world's leading telecommunications and cable
television system and subsystem providers, which are commonly referred to as
OEMs and include established system providers, such as Alcatel, Ciena, Cisco,
Corning, Lucent, Marconi, Motorola, Nortel, Scientific Atlanta, Siemens and
Tyco, along with emerging system providers, such as Corvis, ONI Systems, Juniper
Networks and Sycamore. These telecommunication system and subsystem providers
use these components and modules as the building blocks for the systems that
they ultimately supply to telecommunications carriers such as AT&amp;T,
WorldCom, Qwest and Sprint.</P>
<P>Our products are basic building blocks for fiber optic networks and perform
both optical-only, commonly referred to as "passive" functions, and
optoelectronic, commonly referred to as "active" functions, within fiberoptic
networks. Our products include semiconductor lasers, high-speed external
modulators, transmitters, amplifiers, couplers, multiplexers, circulators,
tunable filters, optical switches and isolators for fiberoptic applications. We
also supply our OEM customers with test instruments for both system production
applications and network installation. In addition, we design, manufacture and
market laser subsystems for a broad range of OEM applications, optical display
and projection products used in computer displays and other similar applications
and light interference pigments used in security products and decorative surface
treatments.</P>
<P>The Company was incorporated in Delaware in October 1993. We are the product
of several strategic mergers and acquisitions, including the June 30, 1999
combination of Uniphase and JDS FITEL. During 2000 alone we acquired the
following companies and businesses, in chronological order: AFC Technologies
("AFC"), Ramar Corporation ("Ramar"), EPITAXX, Inc. ("EPITAXX"), SIFAM Limited
("SIFAM"), Oprel Technologies Inc. ("Oprel"), IOT Limited ("IOT"), Optical
Coating Laboratory, Inc. ("OCLI"), Cronos Integrated Microsystems, Inc.
("Cronos"), Fujian Casix Lasers Inc. ("Casix") and E-TEK Dynamics, Inc. ("E-TEK").</P>


<P>Our corporate headquarters in the United States is located at 210 Baypointe
Parkway, San Jose, California 95134, where the phone number is (408) 434-1800.
Our corporate headquarters in Canada is located at 570 West Hunt Club Road,
Nepean, Ontario, and the phone number at this location is (613) 727-1304.</P>



<B><P>Risk Factors</B></P>

<P>This offering involves a high degree of risk. You should carefully
consider the risks and uncertainties described below and the other information
in this prospectus before deciding whether to invest in shares of our common
stock. If any of the following risks actually occur, our business, financial
condition and results of operations could be materially adversely affected. This
could cause the trading price of our common stock to decline, and you may lose
part or all of your investment.</P>
<P>The statements contained in this prospectus that are not purely historical
facts are "forward-looking statements" within the meaning of Private Securities
Litigation Reform Act of 1995. A forward-looking statement may contain words
such as "will continue to be," "will be," "continue to," "expect to,"
"anticipates that," " to be" or "can impact." Management cautions that forward-
looking statements are subject to risks and uncertainties that could cause our
actual results to differ materially from those projected in such forward-looking
statements. Further, our future business, financial condition and results of
operations are subject to risks and uncertainties including the risks set forth
below.</P>

<B><P>Difficulties we may encounter managing our growth could adversely affect
our results of operations</B></P>

<P>We have historically achieved growth through a combination of internally
developed new products and acquisitions. Our growth strategy depends on our
ability to continue developing new components, modules and other products for
our customer base. However, along with internal new product development efforts
as part of this strategy, we expect to continue to pursue acquisitions of other
companies, technologies and complementary product lines. The success of each
acquisition will depend upon:</P>


<UL>
<LI>our ability to manufacture and sell the products of the businesses
acquired;</LI>
<LI>continued demand for these acquired products by our customers;</LI>
<LI>our ability to integrate the acquired business' operations, products and
personnel;</LI>
<LI>our ability to retain key personnel of the acquired businesses; and</LI>
<LI>our ability to expand our financial and management controls and reporting
systems and procedures</LI></UL>

<B><P>Difficulties in integrating new acquisitions could adversely affect our
business</B></P>

<P>Critical to the success of our growth is the ordered, efficient
integration of acquired businesses into our organization and, with this end, we
have in the past spent and continue to spend significant resources. If our
integration efforts are unsuccessful, our businesses will suffer. We are the
product of several substantial combinations, mergers and acquisitions,
including, among others, the combination of Uniphase and JDS FITEL on June 30,
1999, and the acquisitions of OCLI on February 4, 2000 and E-TEK on June 30,
2000. Currently, we have a pending merger with SDL, Inc. which remains subject
to stockholder and regulatory approvals. Each combination, merger and
acquisition, presents unique product, marketing, research and development,
facilities, information systems, accounting, personnel and other integration
challenges. In the case of several of our acquisitions, including Uniphase Laser
Enterprise in March 1997, Uniphase Netherlands in June 1998, and Cronos
Integrated Microsystems, Inc. and Fujian Casix Laser, Inc. in April 2000, we
acquired businesses that had previously been engaged primarily in research and
development and that needed to make the transition from a research activity to a
commercial business with sales and profit levels that are consistent with our
overall financial goals. This transition is in its early stages at Cronos. It
has also not yet been completed at Uniphase Netherlands, which continues to
operate at higher expense levels and lower gross margins than those required to
meet our profitability goals. Also, our information systems and those of the
companies we acquired are often incompatible, requiring substantial upgrades to
one or the other. Further, our current senior management is a combination of the
prior senior management teams of Uniphase, JDS FITEL, and OCLI, several of whom
have not previously worked with other members of management. Our integration
efforts may not be successful, and may result in unanticipated operations
problems, expenses and liabilities and the diversion of management attention.
Consequently, our operating results would suffer.</P>
<P>We often incur substantial costs related to our combinations, mergers and
acquisitions. For example, we have incurred direct costs associated with the
combination of Uniphase and JDS FITEL of approximately $12 million, incurred
approximately $8 million associated with the acquisition of OCLI and incurred
approximately $92 million associated with the acquisition of E-TEK. We expect to
continue to incur substantial costs relating to our pending merger with SDL,
Inc. We may incur additional material charges in subsequent quarters to reflect
additional costs associated with these and other combinations and acquisitions
which will be expensed as incurred.</P><DIR>
<DIR>

<B><P>If we fail to efficiently integrate our sales and marketing forces, our
sales could suffer</B></P></DIR>
</DIR>

<P>Our sales force is and will in the future be a combination of our sales
force and the sale forces of the businesses we acquired, which must be
effectively integrated for us to remain successful. Our combinations, mergers
and acquisitions often result in sales forces differing in products sold,
marketing channels used and sales cycles and models applied. Accordingly, we may
experience disruption in sales and marketing in connection with our efforts to
integrate our various sales and marketing forces, and we may be unable to
efficiently or effectively correct such disruption or achieve our sales and
marketing objectives if we fail in these efforts. Our sales personnel not
accustomed to the different sales cycles and approaches required for products
newly added to their portfolio may experience delays and difficulties in selling
these newly added products. Furthermore, it may be difficult to retain key sales
personnel. As a result we may fail to take full advantage of the combined sales
forces' efforts, and one company's sales approach and distribution channels may
be ineffective in promoting another entity's products, all of which may
materially harm our business, financial condition or operating results.</P><DIR>

<B><P>We may fail to commercialize new product lines</B></P></DIR>

<P>We intend to continue to develop new product lines to address our
customers' diverse needs and the several market segments in which we
participate. If we fail, our business will suffer. As we target new product
lines and markets, we will further increase our sales and marketing, customer
support and administrative functions to support anticipated increased levels of
operations from these new products and markets as well as growth from our
existing products. We may not be successful in creating this infrastructure nor
may we realize any increase in the level of our sales and operations to offset
the additional expenses resulting from this increased infrastructure. In
connection with our recent acquisitions, we have incurred expenses in
anticipation of developing and selling new products. Our operations may not
achieve levels sufficient to justify the increased expense levels associated
with these new businesses.</P><DIR>
<DIR>

<B><P>Any failure of our information technology infrastructure could materially
harm our results of operations</B></P></DIR>
</DIR>

<P>Our success depends, among other things, upon the capacity, reliability
and security of our information technology hardware and software infrastructure.
Any failure relating to this infrastructure could significantly and adversely
impact the results of our operations. In connection with our growth, we have
identified the need to update our current information technology infrastructure
and expect to incur significant costs relating to this upgrade. Among other
things, we are currently unifying our manufacturing, accounting, sales and human
resource data systems using an Oracle platform, expanding and upgrading our
networks and integrating our voice communications systems.</P>

<P>We must continue to expand and adapt our system infrastructure to keep pace
with our growth. Demands on infrastructure that exceed our current forecasts
could result in technical difficulties. Upgrading the network infrastructure
will require substantial financial, operational and management resources, the
expenditure of which could affect the results of our operations. We may not
successfully and in a timely manner upgrade and maintain our information
technology infrastructure, and a failure to do so could materially harm our
business, results of operations and financial condition.</P>

<B><P>We have manufacturing difficulties</P><DIR>
<DIR>

<P>If we do not achieve acceptable manufacturing volumes, yields or sufficient
product reliability, our operating results could suffer</B></P></DIR>
</DIR>

<P>The manufacture of our products involves highly complex and precise
processes, requiring production in highly controlled and clean environments.
Changes in our manufacturing processes or those of our suppliers, or their
inadvertent use of defective or contaminated materials, could significantly
reduce our manufacturing yields and product reliability. Because the majority of
our manufacturing costs are relatively fixed, manufacturing yields are critical
to our results of operations. Some of our divisions have in the past experienced
lower than expected production yields, which could delay product shipments and
impair gross margins. These divisions or any of our other manufacturing
facilities may not maintain acceptable yields in the future.</P>
<P>For example, our existing Uniphase Netherlands facility has not achieved
acceptable manufacturing yields since the June 1998 acquisition, and there is
continuing risk attendant to this facility and our manufacturing yields and
costs. To the extent we do not achieve acceptable manufacturing yields or
experience product shipment delays, our business, operating results and
financial condition would be materially and adversely affected.</P>
<P>As our customers' needs for our products increase, we must increase our
manufacturing volumes to meet these needs and satisfy customer demand. Failure
to do so may materially harm our business, operating results and financial
condition. In some cases, existing manufacturing techniques, which involve
substantial manual labor, may be insufficient to achieve the volume or cost
targets of our customers. As such, we will need to develop new manufacturing
processes and techniques, which are anticipated to involve higher levels of
automation, to achieve the targeted volume and cost levels. In addition, it is
frequently difficult at a number of our manufacturing facilities to hire
qualified manufacturing personnel in a timely fashion, if at all, when customer
demands increase over shortened time periods. While we continue to devote
research and development efforts to improvement of our manufacturing techniques
and processes, we may not achieve manufacturing volumes and cost levels in our
manufacturing activities that will fully satisfy customer demands.</P><DIR>
<DIR>

<B><P>If our customers do not qualify our manufacturing lines for volume
shipments, our operating results could suffer</B></P></DIR>
</DIR>

<P>Customers will not purchase any of our products, other than limited
numbers of evaluation units, prior to qualification of the manufacturing line
for the product. Each new manufacturing line must go through varying levels of
qualification with our customers. This qualification process determines whether
the manufacturing line achieves the customers' quality, performance and
reliability standards. Delays in qualification can cause a product to be dropped
from a long term supply program and result in significant lost revenue
opportunity over the term of that program. We may experience delays in obtaining
customer qualification of our new facilities. If we fail in the timely
qualification of these or other new manufacturing lines, our operating results
and customer relationships would be adversely affected.</P>

<B><P>Our operating results suffer as a result of purchase accounting treatment,
primarily due to the impact of amortization of goodwill and other intangibles
originating from acquisitions</B></P>

<P>Under U.S. generally accepted accounting principles that apply to us, we
accounted for a number of business combinations using the purchase method of
accounting. Under purchase accounting, we recorded the market value of our
common shares and the exchangeable shares of our subsidiary, JDS Uniphase Canada
Ltd., issued in connection with mergers and acquisitions with the fair value of
the stock options assumed, which became options to purchase our common shares
and the amount of direct transaction costs as the cost of acquiring these
entities. That cost is allocated to the individual assets acquired and
liabilities assumed, including various identifiable intangible assets such as
in-process research and development, acquired technology, acquired trademarks
and trade names and acquired workforce, based on their respective fair values.
We allocated the excess of the purchase cost over the fair value of the net
assets to goodwill.</P>
<P>The impact of purchase accounting on our operating results is significant.
The following table reflects the impact of in-process research and development
expense (in the quarter the acquisition closed) and the prospective
quarterly/annual amortization of purchased intangibles attributable to our
significant mergers and acquisitions that have closed in the past four quarters
(in millions):</P></FONT>

<P ALIGN="CENTER"><CENTER><TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=540>
<TR><TD WIDTH="36%" VALIGN="BOTTOM">
<FONT SIZE=2><P>&nbsp;</P>
<P><U>Entity</U></FONT></TD>
<TD WIDTH="20%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">In-process Research and
<U>Development</U></FONT></TD>
<TD WIDTH="22%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Quarterly Amortization of Purchased
<U>Intangibles</U></FONT></TD>
<TD WIDTH="22%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Annual Amortization of Purchased
<U>Intangibles</U></FONT></TD>
</TR>
<TR><TD WIDTH="36%" VALIGN="TOP">
<FONT SIZE=2><P>EPITAXX, INC.</FONT></TD>
<TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">$ 16.7</FONT></TD>
<TD WIDTH="22%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">$ 17.1</FONT></TD>
<TD WIDTH="22%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">$ 68.2</FONT></TD>
</TR>
<TR><TD WIDTH="36%" VALIGN="TOP">
<FONT SIZE=2><P>OCLI</FONT></TD>
<TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">$ 84.1</FONT></TD>
<TD WIDTH="22%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">$ 79.8</FONT></TD>
<TD WIDTH="22%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">$ 319.1</FONT></TD>
</TR>
<TR><TD WIDTH="36%" VALIGN="TOP">
<FONT SIZE=2><P>E-TEK</FONT></TD>
<TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">$ 250.6</FONT></TD>
<TD WIDTH="22%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">$ 851.1</FONT></TD>
<TD WIDTH="22%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">$ 3,404.4</FONT></TD>
</TR>
</TABLE>
</CENTER></P>

<FONT SIZE=2>
<P>The impact of these mergers and acquisitions as well as other acquisitions
consummated in the past five years resulted in amortization expense of $896.9
million for the fiscal year ended June 30, 2000 and is expected to result in
amortization of $4.6 billion for the fiscal year ended June 30, 2001.</P>
<P>Additionally, we also incur other purchase accounting related costs and
expenses in the period a particular transaction closes to reflect purchase
accounting adjustments adversely impacting gross profit and costs of integrating
new businesses or curtailing overlapping operations. Purchase accounting
treatment of our mergers and acquisitions will result in a net loss for the
foreseeable future, which could have a material and adverse effect on the market
value of our stock.</P>
<B><P>Our stock price fluctuates substantially</P><DIR>
<DIR>

<P>The unpredictability of our quarterly operating results could cause our stock
price to be volatile or decline</B></P></DIR>
</DIR>

<P>We expect to continue to experience fluctuations in our quarterly
results, which in the future may be significant and cause substantial
fluctuations in the market price of our stock. All of the concerns we have
discussed under "Risk Factors" could affect our operating results, including,
among others: </P>


<UL>
<LI>the timing of the receipt of product orders from a limited number of major
customers;</LI>
<LI>the loss of one or more of our major suppliers or customers;</LI>
<LI>competitive pricing pressures;</LI>
<LI>the costs associated with the acquisition or disposition of businesses;</LI>
<LI>our ability to design, manufacture and ship technologically advanced
products with satisfactory yields on a timely and cost-effective basis;</LI>
<LI>the announcement and introduction of new products by us; and</LI>
<LI>expenses associated with any intellectual property or other
litigation.</LI></UL>


<P>In addition to concerns potentially affecting our operating results addressed
elsewhere under "Risk Factors," the following factors may also influence our
operating results:</P>


<UL>
<LI>our product mix;</LI>
<LI>the relative proportion of our domestic and international sales;</LI>
<LI>the timing differences between when we incur expenses to increase our
marketing and sales capabilities and when we realize benefits, if any, from such
expenditures; and</LI>
<LI>fluctuations in the foreign currencies of our foreign operations.</LI></UL>


<P>Furthermore, our sales often reflect orders shipped in the same quarter that
they are received, which makes our sales vulnerable to short-term fluctuations
in customer demand and difficult to predict. Also, customers may cancel or
reschedule shipments, and production difficulties could delay shipments. In
addition, we sell our telecommunications equipment products to OEMs who
typically order in large quantities, and therefore, the timing of such sales may
significantly affect our quarterly results. An OEM supplies system-level network
products to telecommunications carriers and others and incorporates our products
in these system-level products. The timing of such OEM sales can be affected by
factors beyond our control, such as demand for the OEMs' products and
manufacturing risks experienced by OEMs. In this regard, we have experienced
rescheduling of orders by customers in each of our markets and may experience
similar rescheduling in the future. As a result of all of these factors, our
results from operations may vary significantly from quarter to quarter.</P>
<P>In addition to the effect of ongoing operations on quarterly results,
acquisitions or dispositions of businesses, our products or technologies have in
the past resulted in, and may in the future, result in reorganization of our
operations, substantial charges or other expenses, which have caused, and may in
the future, cause fluctuations in our quarterly operating results and cash
flows.</P>
<P>Finally, our net revenues and operating results in future quarters may be
below the expectations of public market securities analysts and investors. In
such event, the price of our common stock and the exchangeable shares of our
subsidiary, JDS Uniphase Canada Ltd., would likely decline, perhaps
substantially.</P><DIR>
<DIR>

<B><P>Factors other than our quarterly results could cause our stock price to be
volatile or decline</B></P></DIR>
</DIR>

<P>The market price of our common stock has been and, is likely to continue
to be, highly volatile because of causes other than our historical quarterly
results, such as:</P>



<UL>
<LI>announcements by our competitors and customers of technological innovations
or new products; </LI>
<LI>developments with respect to patents or proprietary rights; </LI>
<LI>governmental regulatory action; and </LI>
<LI>general market conditions.</LI></UL>


<P>In addition, the stock market has from time to time experienced significant
price and volume fluctuations that are unrelated to the operating performance of
particular companies, which may cause the price of our stock to decline.</P>

<B><P>Our sales would suffer if one or more of our key customers substantially
reduced orders for our products</B></P>

<P>Our customer base is highly concentrated. Historically, orders from a
relatively limited number of OEM customers accounted for a substantial portion
of our net sales from telecommunications products. Two customers, Lucent and
Nortel, each accounted for over 10% of our net sales for the quarter ended June
30, 2000. We expect that, for the foreseeable future, sales to a limited number
of customers will continue to account for a high percentage of our net sales.
Sales to any single customer may vary significantly from quarter to quarter. If
current customers do not continue to place orders, we may not be able to replace
these orders with new orders from new customers. In the telecommunications
industry, our customers evaluate our products and competitive products for
deployment in their telecommunications systems. Our failure to be selected by a
customer for particular system projects can significantly impact our business,
operating results and financial condition. Similarly, even if our customers
select us, the failure of those customers to be selected as the primary
suppliers for an overall system installation, could adversely affect us. Such
fluctuations could materially harm our business, financial condition and
operating results.</P>

<B><P>Interruptions affecting our key suppliers could disrupt production,
compromise our product quality and adversely affect our sales</B></P>

<P>We currently obtain various components included in the manufacture of our
products from single or limited source suppliers. A disruption or loss of
supplies from these companies or a price increase for these components would
materially harm our results of operations, product quality and customer
relationships. In addition, we currently utilize a sole source for the crystal
semiconductor chip sets incorporated in our solid state microlaser products and
acquire our pump diodes for use in our solid state laser products from Opto
Power Corporation and GEC. We obtain lithium niobate wafers, gallium arsenide
wafers, specialized fiber components and some lasers used in our
telecommunications products primarily from Crystal Technology, Inc., Fujikura,
Ltd., Philips Key Modules and Sumitomo, respectively. We do not have long-term
or volume purchase agreements with any of these suppliers (other than for our
passive products supplier described in this paragraph), and these components may
not in the future be available in the quantities required by us, if at all. </P>

<B><P>We may become subject to collective bargaining agreements</B></P>
<P>Our employees who are employed at manufacturing facilities located in
North America are not bound by or party to any collective bargaining agreements
with it. These employees may become bound by or party to one or more collective
bargaining agreements with us in the future. Some of our employees outside of
North America, particularly in the Netherlands and Germany, are subject to
collective bargaining agreements. If, in the future, any such employees become
bound by or party to any collective bargaining agreements, then our related
costs and our flexibility with respect to managing our business operations
involving such employees may be materially adversely affected.</P>


<B><P>Any failure to remain competitive in our industry would impair our
operating resultes</P><DIR>
<DIR>

<P>If our business operations are insufficient to remain competitive in our
industry, our operating results could suffer</B></P></DIR>
</DIR>

<P>The telecommunications and laser subsystems markets in which we sell our
products are highly competitive. In all aspects of our business, we face intense
competition from established competitors and the threat of future competition
from new and emerging companies. Some of these competitors have substantially
greater financial, engineering, manufacturing, marketing, service and support
resources than we do and may have substantially greater name recognition,
manufacturing expertise and capability and longer standing customer
relationships than we do. Among these competitors are our customers. These
customers are vertically integrated and either manufacture and/or are capable of
manufacturing some or all of the products we sell to them. Finally, some of our
customers have implemented and/or expanded their manufacturing capability for
components they might otherwise purchase from us. To remain competitive, we
believe it must maintain a substantial investment in research and development,
expanding our manufacturing capability, marketing, and customer service and
support. We may not compete successfully in all or some of our markets in the
future, and we may not have sufficient resources to continue to make such
investments, or we may not make the technological advances necessary to maintain
our competitive position so that our products will receive industry acceptance.
In addition, technological changes, manufacturing efficiencies or development
efforts by our competitors may render our products or technologies obsolete or
uncompetitive.</P><DIR>

<B><P>Fiber optic component average selling prices are declining</B></P></DIR>

<P>Prices for telecommunications fiber optic components are generally
declining because of, among other things, new and emerging fiber optic component
and module suppliers, continued pricing pressure on optical suppliers, increased
manufacturing efficiency, technological advances and greater unit volumes as
telecommunications service providers continue to deploy fiber optic networks. We
have in the past and may in the future experience substantial period to period
fluctuations in average selling prices.</P>
<P>We anticipate that average selling prices will decrease in the future in
response to technological advances, to product introductions by competitors and
by us or to other factors, including price pressures from significant customers.
Therefore, we must continue to (1) timely develop and introduce new products
that incorporate features that can be sold at higher selling prices and (2)
reduce our manufacturing costs. Failure to achieve any or all of the foregoing
could cause our net sales and gross margins to decline, which may have a
material adverse effect on our business, financial condition and operating
results.</P><DIR>

<B><P>If we fail to attract and retain key personnel, our business could
suffer</B></P></DIR>

<P>Our future depends, in part, on our ability to attract and retain key
personnel. Our former Chief Executive Officer resigned on May 17, 2000, and was
replaced by the then Chief Operating Officer, Jozef Straus, who was the former
Chief Executive Officer of JDS FITEL, which merged with Uniphase in 1999. In
addition, our research and development efforts depend on hiring and retaining
qualified engineers. Competition for highly skilled engineers is extremely
intense, and we are currently experiencing difficulty in identifying and hiring
qualified engineers in many areas of our business. We may not be able to hire
and retain such personnel at compensation levels consistent with our existing
compensation and salary structure. Our future also depends on the continued
contributions of our executive officers and other key management and technical
personnel, each of whom would be difficult to replace. We do not maintain a key
person life insurance policy on our chief executive officer, our chief operating
officer or any other officer. The loss of the services of one or more of our
executive officers or key personnel or the inability to continue to attract
qualified personnel could delay product development cycles or otherwise
materially harm our business, financial condition and operating results.</P>

<B><P>Market consolidation has created and continues to create companies that
are larger and have greater resources than us</B></P>

<P>In the recent past, there have been a number of significant acquisitions
announced among our competitors and customers, including: </P>


<UL>
<LI>Lucent Technologies, Inc./Ortel Corporation;</LI>
<LI>Corning Incorporated/NetOptix Corporation;</LI>
<LI>Nortel Networks Corp./Xros, Inc.;</LI>
<LI>Nortel Networks Corp./Core Tek, Inc.;</LI>
<LI>Corning Incorporated/NZ Applied Technologies Corp.;</LI>
<LI>Corning Incorporated/Oak Industries;</LI>
<LI>Lucent Technologies, Inc./Chromatis Networks, Inc. and</LI>
<LI>Corning, Inc./Optical Technologies (a division of Pirelli S.p.A.)</LI></UL>

<P>The effect on our operations that these completed and pending acquisitions,
as well as future transactions, cannot be predicted with accuracy, but some of
these competitors are aligned with companies that are larger or better
established than us. As a result, these competitors may have access to greater
financial, marketing and technical resources than us. Consolidation of these and
other companies may also disrupt our marketing and sales efforts. </P>

<B><P>We face risks related to our international operations and sales</B></P>

<P>Our customers are located throughout the world. In addition, we have
significant offshore operations, including manufacturing facilities, sales
personnel and customer support operations. Our operations outside of North
America include facilities in Great Britain, Switzerland, the Netherlands,
Germany, Australia, the People's Republic of China and Taiwan, ROC.</P>
<P>Our international presence exposes us to risks not faced by wholly-domestic
companies. Specifically, we face the following risks, among others:</P>
<P>International sales are subject to inherent risks, including:</P>


<UL>
<LI>unexpected changes in regulatory requirements; </LI>
<LI>tariffs and other trade barriers; </LI>
<LI>political, legal and economic instability in foreign markets, particularly
in those markets in which we maintain manufacturing and research facilities;
</LI>
<LI>difficulties in staffing and management; </LI>
<LI>language and cultural barriers; </LI>
<LI>seasonal reductions in business activities in the summer months in Europe
and some other countries;</LI>
<LI>integration of foreign operations; </LI>
<LI>longer payment cycles; </LI>
<LI>greater difficulty in accounts receivable collection; </LI>
<LI>currency fluctuations; and </LI>
<LI>potentially adverse tax consequences.</LI></UL>

<P>Net sales to customers outside of North America accounted for approximately
23%, 40% and 38% of our net sales in 2000, 1999 and 1998, respectively. We
expect that sales to customers outside of North America will continue to account
for a significant portion of our net sales. We continue to expand our operations
outside of the United States and to enter additional international markets, both
of which will require significant management attention and financial
resources.</P>
<P>Since a significant portion of our foreign sales are denominated in U.S.
dollars, our products may also become less price competitive in countries in
which local currencies decline in value relative to the U.S. dollar. Our
business and operating results may also be materially and adversely affected by
lower sales levels that typically occur during the summer months in Europe and
some other overseas markets. Furthermore, the sales of many of our OEM customers
depend on international sales and consequently further exposes us to the risks
associated with such international sales.</P>

<B><P>If we have insufficient proprietary rights or if we fail to protect those
we have, our business would be materially impaired</P><DIR>

<P>We may not obtain the intellectual property rights we require</B></P></DIR>

<P>Numerous patents in the industries in which we operate are held by
others, including academic institutions and our competitors. We may seek to
acquire license rights to these or other patents or other intellectual property
to the extent necessary for our business. Unless we are able to obtain such
licenses on commercially reasonable terms, patents or other intellectual
property held by others could inhibit our development of new products for our
markets. While in the past licenses generally have been available to us where
third-party technology was necessary or useful for the development or production
of their products, in the future licenses to third-party technology may not be
available on commercially reasonable terms, if at all. Generally, a license, if
granted, includes payments by us of up-front fees, ongoing royalties or a
combination thereof. Such royalty or other terms could have a significant
adverse impact on our operating results. We are a licensee of a number of third-
party technologies and intellectual property rights and are required to pay
royalties to these third-party licensors on some of our telecommunications
products and laser subsystems.</P><DIR>
<DIR>

<B><P>Our products may be subject to claims that they infringe the intellectual
property rights of others</B></P></DIR>
</DIR>

<P>The industry in which we operate experiences periodic claims of patent
infringement or other intellectual property rights. We have in the past and may
from time to time in the future receive notices from third parties claiming that
our products infringe upon third-party proprietary rights. Any litigation to
determine the validity of any third-party claims, regardless of the merit of
these claims, could result in significant expense to us and divert the efforts
of our technical and management personnel, whether or not we are successful in
such litigation. If we are unsuccessful in any such litigation, we could be
required to expend significant resources to develop non-infringing technology or
to obtain licenses to the technology that is the subject of the litigation. The
Company is currently a defendant in litigation claiming damages for infringement
of an expired wafer fabrication patent. We may not be successful in such
development or such licenses may not be available on terms acceptable to us, if
at all. Without such a license, we could be enjoined from future sales of the
infringing product or products. We are currently a party to various claims
regarding intellectual property rights, none of which are expected to have a
material adverse effect on our business.</P><DIR>

<B><P>Our intellectual property rights may not be adequately protected</B></P></DIR>

<P>Our future depends in part upon our intellectual property, including
trade secrets, know-how and continuing technological innovation. We currently
hold numerous U.S. patents on products or processes and corresponding foreign
patents and have applications for some patents currently pending. The steps
taken by us to protect our intellectual property may not adequately prevent
misappropriation or ensure that others will not develop competitive technologies
or products. Other companies may be investigating or developing other
technologies that are similar to our own. It is possible that patents may not be
issued from any application pending or filed by us and, if patents do issue, the
claims allowed may not be sufficiently broad to deter or prohibit others from
marketing similar products. Any patents issued to us may be challenged,
invalidated or circumvented. Further, the rights under our patents may not
provide a competitive advantage to us. In addition, the laws of some territories
in which our products are or may be developed, manufactured or sold, including
Asia, Europe or Latin America, may not protect our products and intellectual
property rights to the same extent as the laws of the United States. </P>

<B><P>If we fail to successfully manage our exposure to worldwide financial
markets, our operating results could suffer</B></P>

<P>We Are exposed to financial market risks, including changes in interest
rates, foreign currency exchange rates and marketable equity security prices. We
utilize derivative financial instruments to mitigate these risks. We do not use
derivative financial instruments for speculative or trading purposes. The
primary objective of our investment activities is to preserve principal while at
the same time maximizing yields without significantly increasing risk. To
achieve this objective, a majority of our marketable investments are floating
rate and municipal bonds, auction instruments and money market instruments
denominated in U.S. dollars. We hedge currency risks of investments denominated
in foreign currencies with forward currency contracts. Gains and losses on these
foreign currency investments are generally offset by corresponding gains and
losses on the related hedging instruments, resulting in negligible net exposure
to us. A substantial portion of our revenue, expense and capital purchasing
activities are transacted in U.S. dollars. However, We do enter into these
transactions in other currencies, primarily Canadian and European currencies. To
protect against reductions in value and the volatility of future cash flows
caused by changes in foreign exchange rates, we have established hedging
programs. Currency forward contracts are utilized in these hedging programs. Our
hedging programs reduce, but do not always entirely eliminate, the impact of
foreign currency exchange rate movements. Actual results on our financial
position may differ materially.</P>

<B><P>If we fail to obtain additional capital at the times, in the amounts and
upon the terms required, our business could suffer</B></P>

<P>&#9;We are devoting substantial resources for new facilities and
equipment to the production of our products. Although we believe existing cash
balances, cash flow from operations, available lines of credit, and proceeds
from the realization of investments in other businesses will be sufficient to
meet our capital requirements at least for the next 12 months, we may be
required to seek additional equity or debt financing to compete effectively in
these markets. We cannot precisely determine the timing and amount of such
capital requirements and will depend on several factors, including our
acquisitions and the demand for our products and products under development.
Such additional financing may not be available when needed, or, if available,
may not be on terms satisfactory to us.</P>

<B><P>Our currently outstanding preferred stock and our ability to issue
additional preferred stock could impair the rights of our common
stockholders</B></P>

<P>Our board of directors has the authority to issue up to 799,999 shares of
undesignated preferred stock and to determine the powers, preferences and rights
and the qualifications, limitations or restrictions granted to or imposed upon
any wholly unissued shares of undesignated preferred stock and to fix the number
of shares constituting any series and the designation of such series, without
the consent of our stockholders. The preferred stock could be issued with
voting, liquidation, dividend and other rights superior to those of the holders
of common stock. The issuance of preferred stock under some circumstances could
have the effect of delaying, deferring or preventing a change in control. Each
outstanding share of our common stock includes one-eighth of a right. Each right
entitles the registered holder, subject to the terms of the rights agreement, to
purchase from us one unit, equal to one one-thousandth of a share of series B
preferred stock, at a purchase price of $600 per unit, subject to adjustment,
for each share of common stock held by the holder. The rights are attached to
all certificates representing outstanding shares of our common stock, and no
separate rights certificates have been distributed. The purchase price is
payable in cash or by certified or bank check or money order payable to our
order. The description and terms of the rights are set forth in a rights
agreement between us and American Stock Transfer &amp; Trust Company, as rights
agent, dated as of June 22, 1998, as amended from time to time.</P>
<P>&#9;Some provisions contained in the rights plan, and in the equivalent
rights plan that our subsidiary, JDS Uniphase Canada Ltd., has adopted with
respect to our exchangeable shares, may have the effect of discouraging a third
party from making an acquisition proposal for us and may thereby inhibit a
change in control. For example, such provisions may deter tender offers for
shares of common stock or exchangeable shares which offers may be attractive to
the stockholders, or deter purchases of large blocks of common stock or
exchangeable shares, thereby limiting the opportunity for stockholders to
receive a premium for their shares of common stock or exchangeable shares over
the then-prevailing market prices.</P>

<B><P>Some anti-takeover provisions contained in our charter and under Delaware
las could impair a takeover attempt</B></P>

<P>We Are subject to the provisions of Section 203 of the Delaware General
Corporation Law prohibiting, under some circumstances, publicly-held Delaware
corporations from engaging in business combinations with some stockholders for a
specified period of time without the approval of the holders of substantially
all of our outstanding voting stock. Such provisions could delay or impede the
removal of incumbent directors and could make more difficult a merger, tender
offer or proxy contest involving us, even if such events could be beneficial, in
the short term, to the interests of the stockholders. In addition, such
provisions could limit the price that some investors might be willing to pay in
the future for shares of our common stock. Our certificate of incorporation and
bylaws contain provisions relating to the limitations of liability and
indemnification of our directors and officers, dividing our board of directors
into three classes of directors serving three-year terms and providing that our
stockholders can take action only at a duly called annual or special meeting of
stockholders. These provisions also may have the effect of deterring hostile
takeovers or delaying changes in control or management of us.</P>
<P>&nbsp;</P>

<B><P ALIGN="CENTER"> USE OF PROCEEDS</B></P>

<P>Because the shares of our common stock offered hereunder will be issued
upon exchange of the exchangeable shares of our subsidiary JDS Uniphase Canada
Ltd., none of which will be held by us, we will receive no proceeds upon the
sale of such common stock.</P>

<B><P ALIGN="CENTER"> PLAN OF DISTRIBUTION</B></P>


<P>In connection with our acquisition of all of the outstanding capital
stock of Iridian Spectral Technologies Inc. (other than the shares of such
capital stock previously held by us), JDS Uniphase Canada Ltd., our subsidiary,
issued 424,699 exchangeable shares of its capital stock. The exchangeable
shares of JDS Uniphase Canada Ltd. maybe exchanged on a one-for-one basis for
shares of our common stock, which shares are being registered by this
prospectus. We have agreed to bear the expenses of registration of the shares in
this prospectus.</P>


<B><P ALIGN="CENTER">LEGAL OPINIONS</B></P>

<P>The validity of the issuance of the shares of common stock offered
pursuant to this prospectus will be passed upon for JDS Uniphase by its internal counsel.</p>


<B><P ALIGN="CENTER">EXPERTS</P></B>

<FONT SIZE=2><P>The consolidated financial statements of JDS Uniphase
Corporation incorporated by reference in JDS Uniphase Corporation's Annual Report on Form 10-K
for the year ended June 30, 2000, have been audited by Ernst &amp; Young LLP,
independent auditors, as set forth in their report thereon incorporated by reference therein and
incorporated herein by reference.  Such consolidated financial statements are
incorporated herein by reference in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.</P>
<P>The consolidated financial statements of E-TEK Dynamics, Inc. as of June 30,
1998 and 1999, and for each of the three years in the period ended June 30, 1999,
incorporated by reference herein have been incorporated in reliance on the report
of PricewaterhouseCoopers LLP, independent accountants, given on their authority
as experts in auditing and accounting.</P>
<P>     The financial statements of Optical Coating Laboratory, Inc. (OCLI) and
its consolidated subsidiaries as of October 31, 1999 and 1998 and for each of
the three years in the period ended October 31, 1999, except for Flex
Products, Inc., a consolidated subsidiary for the year ended October 31, 1997,
have been audited by Deloitte &amp; Touche LLP, independent auditors. The
financial statementsof Flex Products, Inc., for the year ended November 2, 1997,
have been audited by KPMG LLP, as stated in their report. The financial
statements of OCLI and its consolidated subsidiaries as of October 31, 1999 and
1998 and for each of the three years in the period ended October 31, 1999 is
incorporated by reference from JDS Uniphase's Current Report on Amendment No. 3
to Form 8-K/A dated May 31, 2000. Such consolidated financial statements are
incorporated by reference herein in reliance upon the reports of Deloitte &amp;
Touche LLP and KPMG LLP, given upon their authority as experts in accounting and
auditing.</P>

<P ALIGN="CENTER"><B>WHERE YOU MAY FIND MORE INFORMATION</P></B>


<p>This prospectus includes information that has not been delivered or presented to you but is
"incorporated by reference," which means that we disclose information to you by referring you
to another document filed separately with the SEC. The information incorporated by reference is
considered a part of this prospectus, except for any information superseded by information
provided in this prospectus. This prospectus incorporates by reference the documents listed
below, which contain important information.

<p>We are also incorporating by reference any additional documents that we file with the SEC as
required by the Securities Exchange Act of 1934 after the date of this
prospectus and prior to the termination of the offering made by this prospectus.

<p>The following documents, which we have filed with the SEC, are incorporated by reference into
this prospectus:

<OL TYPE="a">
<OL TYPE="a">

<LI>JDS Uniphase's Annual Report on Form 10-K for the fiscal year ended June 30, 2000; </LI>
<LI>JDS Uniphase's Current Report on Form 8-K filed on September 1, 2000; </LI>
<LI>JDS Uniphase's Current Report on Form 8-K filed on July 3, 2000;</LI>
<LI>JDS Uniphase's Amendment No. 3 to the Current Report on Form 8-K/A filed on May 31, 2000;</LI>
<LI>JDS Uniphase's Current Report on Form 8-K filed on January 18, 2000; and</LI>
<LI>the description of JDS Uniphase common stock contained in JDS Uniphase's Registration
Statement on Form 8-K/A filed on November 15, 1993, and any amendment or report filed for
the purpose of updating such description.</LI>
</OL>
</OL>


<p>You should rely only on the information contained in this document or to which we have referred
you. We have not authorized anyone to provide you with information that is different.

<p>You can obtain copies of the documents and information incorporated by reference into this
prospectus from us upon request, without charge, not including exhibits to documents, unless
those exhibits are specifically incorporated by reference into this prospectus. Any person can
make a request for information orally or in writing.

<BLOCKQUOTE>

<p>Requests for documents should be directed to:

<p>JDS Uniphase Corporation <br>
210 Baypointe Parkway<br>
San Jose, California 95134 <br>
Attention: Investor Relations (408) 434-1800

</BLOCKQUOTE>


<p>We file reports, proxy statements and other information with the SEC. Copies of our reports,
proxy statements and other information may be inspected and copied at the public reference
facilities maintained by the SEC at: </P>
<br>

<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 ALIGN="CENTER" WIDTH=575>
<TR><TD WIDTH="33%" VALIGN="TOP">
<FONT FACE="CG Times,Times New Roman" SIZE=2>
Judiciary Plaza<br>
Room 1024<br>
450 Fifth Street, N.W.<br>
Washington, D.C. 20549
</FONT></TD>
<TD WIDTH="33%" VALIGN="TOP">
<FONT FACE="CG Times,Times New Roman" SIZE=2>
Citicorp Center<br>
500 West Madison Street<br>
Suite 1400<br>
Chicago, Illinois 60661<br>
</FONT></TD>
<TD WIDTH="34%" VALIGN="TOP">
<FONT FACE="CG Times,Times New Roman" SIZE=2>
Seven World Trade Center<br>
13th Floor<br>
New York, New York 10048<br>
&nbsp;
</FONT></TD>
</TR>
</TABLE>



<p> Reports, proxy statements and other information concerning us may also be inspected at:


<BLOCKQUOTE>

<p>The National Association of Securities Dealers, Inc.<br>
1735 K Street, N.W.<br>
Washington, D.C. 20006

</BLOCKQUOTE>


<p>You can also obtain copies of these materials by mail at prescribed rates from the Public
Reference Section of the SEC, 450 Fifth Street, N.W., Washington, D.C. 20549 or by calling the
SEC at (800) SEC-0330. The SEC maintains a Web site that contains reports, proxy statements and
other information regarding JDS Uniphase at http://www.sec.gov. We have filed a registration
statement on Form S-3 under the Securities Act with the SEC with respect to our common stock to
be issued under this prospectus. This prospectus is filed as part of the registration
statement. This prospectus does not contain all of the information set forth in the
registration statement because parts of the registration statement are omitted in accordance
with the rules and regulations of the SEC. The registration statement and its exhibits are
available for inspection and copying as described above.


<p>If you have any questions about the offering, please call JDS Uniphase Investor Relations at
(408) 434-1800.

<p>No person has been authorized to give any information or to make any representations not
contained or incorporated by reference in this prospectus in
connection with the offer described in this prospectus and, if given or made,
such information and representations must not be relied upon as having been
authorized by us. Neither the delivery of this prospectus nor any sale made
under this prospectus shall under any circumstances create any implication that
there has been no change in our affairs since the date of this prospectus or
since the date of any documents incorporated into this prospectus by reference.
This prospectus does not constitute an offer to sell or a solicitation of an
offer to buy any securities other than the securities to which it relates, or an
offer or solicitation in any state to any person to whom it is unlawful to make
such offer in such state.

<P>&nbsp;</P>
<P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER"><B>PART II INFORMATION NOT REQUIRED IN PROSPECTUS</P>
<P>ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION</P>
</B><P>The following table sets forth the estimated fees and expenses payable by
JDS Uniphase in connection with the issuance and distribution of the common
stock registered hereby. All of such fees and expenses are estimates, except the
securities act registration fee. None of the expenses listed below will be borne
by the selling stockholders.</P>


<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=575>
<TR><TD WIDTH="85%" VALIGN="TOP">
<FONT FACE="CG Times,Times New Roman" SIZE=2><P>
Securities Act Registration Fee
</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">$ 7,824
</FONT></TD>
</TR>

<TR><TD WIDTH="85%" VALIGN="TOP">
<FONT FACE="CG Times,Times New Roman" SIZE=2><P>
<P>Printing and duplicating fees
</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">5,000
</FONT></TD>
</TR>



<TR><TD WIDTH="85%" VALIGN="TOP">
<FONT FACE="CG Times,Times New Roman" SIZE=2><P>
Legal fees and expenses
</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">10,000
</FONT></TD>
</TR>

<TR><TD WIDTH="85%" VALIGN="TOP">
<FONT FACE="CG Times,Times New Roman" SIZE=2><P>
Accounting fees and expenses
</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">10,000
</FONT></TD>
</TR>

<TR><TD WIDTH="85%" VALIGN="TOP">
<FONT FACE="CG Times,Times New Roman" SIZE=2><P>
Miscellaneous expenses
</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">5,000
</FONT></TD>
</TR>

<TR><TD WIDTH="85%" VALIGN="TOP">
<FONT FACE="CG Times,Times New Roman" SIZE=2><P>
&nbsp;&nbsp;&nbsp;&nbsp;Total
</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">$37,824
</FONT></TD>
</TR>
</TABLE>

<B><P>ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS</B></P>

<P>The indemnification and liability of JDS Uniphase's directors and
officers are governed by Delaware law. Under Section 145 of the General
Corporation Law of the State of Delaware, JDS Uniphase has broad powers to
indemnify its directors
and officers against liabilities that may incur in such capacities, including
liabilities under the Securities Act of 1933, as amended (the "Securities Act").
JDS Uniphase's Bylaws also provide for mandatory indemnification of its
directors and executive officers, and permissive indemnification of its
employees and agents, to the fullest extent permissible under Delaware law.</P>
<P>JDS Uniphase's Certificate of Incorporation provides that the liability of
its directors for monetary damages shall be eliminated to the fullest extent
permissible under Delaware law. Pursuant to Delaware law, this includes
elimination of liability for monetary damages for breach of the directors'
fiduciary duty of care to JDS Uniphase and its stockholders. These provisions do
not eliminate the directors' duty of care and, in appropriate circumstances,
equitable remedies such as injunctive or other forms of non-monetary relief will
remain available under Delaware law. In addition, each director will continue to
be subject to liability for breach of the director's duty of loyalty to JDS
Uniphase, for acts of omissions not in good faith or involving intentional
misconduct, for knowing violations of law, for any transaction from which
the
director derived an improper personal benefit, and for payment of dividends
or approval of stock repurchases or redemptions that are unlawful under Delaware
law. The provision also does not affect a director's responsibilities under any
other laws, such as the federal securities laws or state or federal
environmental laws.</P>
<P>JDS Uniphase has entered into agreements with its directors and certain of
its executive officers that require JDS Uniphase to indemnify such persons
against expenses, judgments, fines, settlements and other amounts actually
and
reasonably incurred (including expenses of a derivative action) in connection
with any proceeding, whether actual or threatened, to which any such person may
be made a party by reason of the fact that such person is or was a director
or
officer of JDS Uniphase or any of its affiliated enterprises, provided such
person acted in good faith and in a manner such person reasonably believed to be
in or not opposed to the best interests of JDS Uniphase and, with respect to any
criminal proceeding, had no reasonable cause to believe his or her conduct was
unlawful. The indemnification agreement also sets forth certain procedures that
will apply in the event of a claim for indemnification thereunder.</P>
<P>JDS Uniphase has obtained a policy of directors' and officers' liability
insurance that insures JDS Uniphase's directors and officers against the cost of
defense, settlement or payment of a judgment under certain circumstances.</P>

<B><P>ITEM 16. EXHIBITS</B> </P><DIR>
<DIR>

<BLOCKQUOTE>
<P>&nbsp;5.1 - Opinion of Counsel</P>
<P>23.1 - Consent of Counsel (included in Exhibit 5.1)</P>
<P>23.2 - Consent of Ernst &amp; Young LLP, independent auditors</P>
<P>23.3 - Consent of PricewaterhouseCoopers LLP, independent accountants</P>
<P>23.4 - Consent of Deloitte &amp; Touche LLP, independent auditors</P>
<P>23.5 - Consent of KPMG LLP, independent auditors</P>
<P>24.1 - Power of Attorney (included on signature page hereto)</P>
</BLOCKQUOTE>

</DIR>
</DIR>

<B><P>ITEM 17. UNDERTAKINGS</B></P>

<P>The undersigned Registrant hereby undertakes:</P>
<P>(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:</P><DIR>
<DIR>

<P>(i) To include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933;</P>
<P>(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) any deviation from the low or high and of the estimated
maximum offering price may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate changes in volume and
price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in the
effective registration statement; and</P>
<P>(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or any
material change to such information in this registration statement; provided,
however, that subparagraphs (i) and (ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in the periodic reports filed by the Registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in this registration statement.</P></DIR>
</DIR>

<P>(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.</P>
<P>(3) To remove from registration by means of a post-effective amendment any of
these securities being registered which remain unsold at the termination of the
offering.</P>
<P>The undersigned Registrant hereby further undertakes that, for the purposes
of determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual reports pursuant to Section 13(a) or Section 15(d) of
the
Securities Exchange Act of 1934 (and, when applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference to this
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.</P>
<P>The undersigned Registrant hereby further undertakes that:</P>
<P>(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of this
registration statement in reliance under Rule 430A and contained in a form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4), or 497(h)
under the Securities Act of 1933 shall be deemed to be part of this registration
statement as of the time it was declared effective.</P>
<P>(2) For the purpose of determining any liability under the Securities Act of
1933, each post-effective amendment that contains a form of prospectus shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.</P>
<P>Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described under Item 15 of this
registration statement, or otherwise (other than insurance), the Registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in such Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in such Act and will be governed by the final
adjudication of such issue.</P>

<br>
<br>
<br>
<HR align=center SIZE=2 width="85%">
<br>
<br>
<br>


<B><P ALIGN="CENTER">SIGNATURES</P>
</B><P>Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Ottawa, Canada on October 30, 2000.</P>

<P>
<TABLE border=0 cellPadding=0 cellSpacing=0 width="100%">
  <TR>
    <TD width="38%"></TD>
    <TD width="62%"></TD></TR>
  <TR vAlign=top>
    <TD>&nbsp;</TD>
    <TD align=left><FONT SIZE=2>
                           JDS UNIPHASE CORPORATION
</TD></TR></TABLE>

<P>
<TABLE border=0 cellPadding=0 cellSpacing=0 width="100%">
  <TR>
    <TD width="38%"></TD>
    <TD width="2%"></TD>
    <TD width="60%"></TD></TR>
  <TR vAlign=top>
    <TD>&nbsp;</TD>
    <TD>By:&nbsp;</TD>
    <TD align=left><FONT SIZE=2>
/s/ JOZEF STRAUS
</TD></TR></TABLE>


<TABLE border=0 cellPadding=0 cellSpacing=0 width="100%">
  <TR>
    <TD width="38%"></TD>
    <TD width="62%"></TD></TR>
  <TR vAlign=top>
    <TD>&nbsp;</TD>
    <TD align=left>
      <HR align=left SIZE=1>
    </TD></TR>
  <TR vAlign=top>
    <TD>&nbsp;</TD>
    <TD align=left><FONT SIZE=2>
                               Jozef Straus, Ph.D
</TD></TR>
  <TR vAlign=top>
    <TD>&nbsp;</TD>
    <TD align=left><FONT SIZE=2><I>
                             Chief Executive Officer
                               and Co-Chairman of the Board

 </I></TD></TR></TABLE></P>

<B><P ALIGN="CENTER">POWER OF ATTORNEY</P>
</B><P>The undersigned hereby constitutes and appoints Jozef Straus, Ph.D and
Anthony R. Muller as his/her true and lawful attorneys-in-fact and agents,
jointly and severally, with full power of substitution and resubstitution, for
and in his/her stead, in any and all capacities, to sign on his/her behalf the
Registration Statement on Form S-3 in connection with the sale by JDS Uniphase
Corporation of shares of offered securities, and to execute any amendments
thereto (including post-effective amendments) or certificates that may be
required in connection with this Registration Statement, and to file the same,
with all exhibits thereto, and all other documents in connection therewith, with
the Securities and Exchange Commission and granting unto said attorneys-in-fact
and agents, jointly and severally, the full power and authority to do and
perform each and every act and thing necessary or advisable to all intents and
purposes as he/she might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, jointly and severally, or
his/her substitute or substitutes, may lawfully do or cause to be done by virtue  hereof.</P>

<P>&#9;Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-3 has been signed by the following persons in
the capacities and on the dates indicated:</P></FONT>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=654>
<TR><TD WIDTH="32%" VALIGN="TOP">
<P ALIGN="CENTER"><U><FONT SIZE=2>SIGNATURE</U></FONT></TD>
<TD WIDTH="45%" VALIGN="TOP">
<U><FONT SIZE=2><P ALIGN="CENTER">TITLE</U></FONT></TD>
<TD WIDTH="23%" VALIGN="TOP">
<U><FONT SIZE=2><P ALIGN="CENTER">DATE</U></FONT></TD>
</TR>
<TR><TD WIDTH="32%" VALIGN="TOP">
<FONT SIZE=2><P>/s/<U>JOZEF STRAUS&#9;</P>
</U><P>JOZEF STRAUS, PH.D</FONT></TD>
<TD WIDTH="45%" VALIGN="TOP">
<FONT SIZE=2><P>Chief Executive Officer, Co-Chairman of the Board of Directors
(Principal Executive Officer)</FONT></TD>
<TD WIDTH="23%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">October 30, 2000</FONT></TD>
</TR>
<TR><TD WIDTH="32%" VALIGN="TOP">
<FONT SIZE=2><P>/s/<U>ANTHONY R. MULLER</P>
</U><P>ANTHONY R. MULLER </FONT></TD>
<TD WIDTH="45%" VALIGN="TOP">
<FONT SIZE=2><P>Executive Vice President, Chief Financial Officer and Secretary
(Principal Financial and Accounting Officer</FONT></TD>
<TD WIDTH="23%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">October 30, 2000</FONT></TD>
</TR>
<TR><TD WIDTH="32%" VALIGN="TOP">
<FONT SIZE=2><P>/s/<U>DONALD R. LISTWIN&#9;</P>
</U><P>DONALD R. LISTWIN</FONT></TD>
<TD WIDTH="45%" VALIGN="TOP">
<FONT SIZE=2><P>Director</FONT></TD>
<TD WIDTH="23%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">October 30, 2000</FONT></TD>
</TR>
<TR><TD WIDTH="32%" VALIGN="TOP">
<FONT SIZE=2><P>/s/<U>BRUCE DAY&#9;&#9;</P>
</U><P>BRUCE DAY</FONT></TD>
<TD WIDTH="45%" VALIGN="TOP">
<FONT SIZE=2><P>Director</FONT></TD>
<TD WIDTH="23%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">October 30, 2000</FONT></TD>
</TR>
<TR><TD WIDTH="32%" VALIGN="TOP">
<FONT SIZE=2><P>/s/<U>PETER A. GUGLIELMI&#9;</P>
</U><P>PETER A. GUGLIELMI</FONT></TD>
<TD WIDTH="45%" VALIGN="TOP">
<FONT SIZE=2><P>Director</FONT></TD>
<TD WIDTH="23%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">October 30, 2000</FONT></TD>
</TR>
<TR><TD WIDTH="32%" VALIGN="TOP">
<FONT SIZE=2><P>/s/<U>ROBERT E. ENOS&#9;</P>
</U><P>ROBERT E. ENOS</FONT></TD>
<TD WIDTH="45%" VALIGN="TOP">
<FONT SIZE=2><P>Director</FONT></TD>
<TD WIDTH="23%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">October 30, 2000</FONT></TD>
</TR>
<TR><TD WIDTH="32%" VALIGN="TOP">
<FONT SIZE=2><P>/s/<U>MARTIN A. KAPLAN&#9;</P>
</U><P>MARTIN A. KAPLAN</FONT></TD>
<TD WIDTH="45%" VALIGN="TOP">
<FONT SIZE=2><P>Co-Chairman of the Board of Directors</FONT></TD>
<TD WIDTH="23%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">October 30, 2000</FONT></TD>
</TR>
<TR><TD WIDTH="32%" VALIGN="TOP">
<FONT SIZE=2><P>/s/<U>JOHN MACNAUGHTON</P>
</U><P>JOHN MACNAUGHTON</FONT></TD>
<TD WIDTH="45%" VALIGN="TOP">
<FONT SIZE=2><P>Director</FONT></TD>
<TD WIDTH="23%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">October 30, 2000</FONT></TD>
</TR>
<TR><TD WIDTH="32%" VALIGN="TOP">
<FONT SIZE=2><P>/s/<U>WILSON SIBBETT&#9;</P>
</U><P>WILSON SIBBETT </FONT></TD>
<TD WIDTH="45%" VALIGN="TOP">
<FONT SIZE=2><P>Director</FONT></TD>
<TD WIDTH="23%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">October 30, 2000</FONT></TD>
</TR>
<TR><TD WIDTH="32%" VALIGN="TOP">
<FONT SIZE=2><P>/s/<U>CASIMIR SCRZYPCZAK</P>
</U><P>CASIMIR SCRZYPCZAK</FONT></TD>
<TD WIDTH="45%" VALIGN="TOP">
<FONT SIZE=2><P>Director</FONT></TD>
<TD WIDTH="23%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">October 30, 2000</FONT></TD>
</TR>
<TR><TD WIDTH="32%" VALIGN="TOP">
<FONT SIZE=2><P>/s/<U>WILLIAM J. SINCLAIR&#9;</P>
</U><P>WILLIAM J. SINCLAIR</FONT></TD>
<TD WIDTH="45%" VALIGN="TOP">
<FONT SIZE=2><P>Director</FONT></TD>
<TD WIDTH="23%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">October 30, 2000</FONT></TD>
</TR>
</TABLE>


<br>
<br>
<br>
<HR align=center SIZE=2 width="85%">
<br>
<br>
<br>


<FONT SIZE=2>
<B><P ALIGN="CENTER">EXHIBIT INDEX</P>

<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=575>
<TR><TD WIDTH="15%" VALIGN="BOTTOM">
<P><B><FONT FACE="CG Times,Times New Roman" SIZE=2>Exhibit Number</B></FONT></TD>
<TD WIDTH="85%" VALIGN="BOTTOM">
<B><FONT FACE="CG Times,Times New Roman" SIZE=2><P>Description</B></FONT></TD>
</TR>

<TR><TD WIDTH="15%" VALIGN="TOP">
<FONT FACE="CG Times,Times New Roman" SIZE=2><P>5.1</FONT></TD>
<TD WIDTH="85%" VALIGN="TOP">
<FONT SIZE=2><P>
Opinion of Counsel</P>
</FONT></TD>
</TR>

<TR><TD WIDTH="15%" VALIGN="TOP">
<FONT FACE="CG Times,Times New Roman" SIZE=2><P>23.1</FONT></TD>
<TD WIDTH="85%" VALIGN="TOP">
<FONT SIZE=2><P>
Consent of Counsel (included in Exhibit 5.1)</P>
</FONT></TD>
</TR>

<TR><TD WIDTH="15%" VALIGN="TOP">
<FONT FACE="CG Times,Times New Roman" SIZE=2><P>23.2</FONT></TD>
<TD WIDTH="85%" VALIGN="TOP">
<FONT SIZE=2><P>
Consent of Ernst &amp; Young LLP, independent auditors
</FONT></TD>
</TR>

<TR><TD WIDTH="15%" VALIGN="TOP">
<FONT FACE="CG Times,Times New Roman" SIZE=2><P>23.3</FONT></TD>
<TD WIDTH="85%" VALIGN="TOP">
<FONT SIZE=2><P>
Consent of PricewaterhouseCoopers LLP, independent accountants
</FONT></TD>
</TR>

<TR><TD WIDTH="15%" VALIGN="TOP">
<FONT FACE="CG Times,Times New Roman" SIZE=2><P>23.4</FONT></TD>
<TD WIDTH="85%" VALIGN="TOP">
<FONT SIZE=2><P>
Consent of Deloitte &amp; Touche LLP, independent auditors
</FONT></TD>
</TR>

<TR><TD WIDTH="15%" VALIGN="TOP">
<FONT FACE="CG Times,Times New Roman" SIZE=2><P>23.5</FONT></TD>
<TD WIDTH="85%" VALIGN="TOP">
<FONT SIZE=2><P>
Consent of KPMG LLP, independent auditors
</FONT></TD>
</TR>

<TR><TD WIDTH="15%" VALIGN="TOP">
<FONT FACE="CG Times,Times New Roman" SIZE=2><P>24.1</FONT></TD>
<TD WIDTH="85%" VALIGN="TOP">
<FONT SIZE=2><P>
Power of Attorney (included on signature page hereto)
</FONT></TD>
</TR>
</TABLE>

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<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>2
<FILENAME>s3opine.htm
<DESCRIPTION>ATTORNEY OPINION
<TEXT>

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<TITLE>Iridian S3 Counsel Opinion</TITLE>
</head>
<body bgcolor=white>
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<P ALIGN="RIGHT">EXHIBIT 5.1</P>

<P ALIGN="CENTER">
OPINION OF COUNSEL


<p>October 30, 2000

<P>Ladies and Gentlemen:

<p>I have examined the Registration Statement on Form S-3 filed by JDS Uniphase
Corporation, a Delaware corporation (the "Company"), with the Securities and
Exchange Commission on October 30, 2000 (the "Registration Statement") relating
to the registration under the Securities Act of 1933, as amended, of up to
424,699 shares (the "Shares") of the Company's common stock, $.001 par value
per share (the "Stock"). As counsel to the Company, I have examined the
proceedings taken by the Company in connection with the registration of the
shares of the Stock. It is my opinion that, when issued, the shares of Stock
that may be sold pursuant to the Registration Statement will be legally and
validly issued, fully paid and non-assessable. I consent to the use of this
opinion as an exhibit to the Registration Statement and further consent to all
references to this opinion in the Registration Statement, the prospectus
constituting a part thereof and any amendments thereto.



<P>Very truly yours,

<p>/s/ Christopher S. Dewees<br>
Corporate Counsel


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<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>3
<FILENAME>eycon.htm
<DESCRIPTION>EY CONSENT
<TEXT>

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<P ALIGN="RIGHT">EXHIBIT 23.2</P>
<P ALIGN="CENTER">CONSENT OF ERNST &amp; YOUNG LLP, INDEPENDENT AUDITORS</P>
<P>&nbsp;</P>
<P>We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of JDS Uniphase
Corporation for the registration of 424,699 shares of its common stock and to
the incorporation by reference therein of our report dated July 24, 2000 with
respect to the consolidated financial statements and schedule of JDS Uniphase
Corporation incorporated by reference in its Annual Report (Form 10-K) for
the year ended June 30, 2000, filed with the Securities and Exchange
Commission.</P>

<P ALIGN="RIGHT">/s/ Ernst &amp; Young LLP </P>
<P>&nbsp;</P>
<P>San Jose, California<br>
October 27, 2000</P>


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<TYPE>EX-23.3
<SEQUENCE>4
<FILENAME>pwcconse.htm
<DESCRIPTION>PWC CONSENT
<TEXT>

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<TITLE>PWC Iridian S3 Consent</TITLE>
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<P>&nbsp;</P>
<P ALIGN="RIGHT">EXHIBIT 23.3</P>
<P ALIGN="CENTER">CONSENT OF INDEPENDENT ACCOUNTANTS</P>
<P>We hereby consent to the incorporation by reference in this Registration
Statement of JDS Uniphase Corporation on Form S-3 of our report dated July 20,
1999, except as to Note 14, which is as of July 27, 1999, relating to the
financial statements of E-TEK Dynamics, Inc. ("E-TEK") as of June 30, 1998 and
1999 and for each of the three years in the period ended June 30, 1999, which
report appears in JDS Uniphase Corporation's Current Report on Form 8-K filed on
January 18, 2000. We also consent to the reference to us under the heading
"Experts" in such Registration Statement.</P>
<P>/s/ PricewaterhouseCoopers LLP</P>
<P>San Jose, California<br>
October 27, 2000</P>

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<TYPE>EX-23.4
<SEQUENCE>5
<FILENAME>dtconsen.htm
<DESCRIPTION>DT CONSENT
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<P ALIGN="RIGHT">EXHIBIT 23.4</P>
<P>&nbsp;</P>
<P ALIGN="CENTER">CONSENT OF DELOITTE &amp; TOUCHE LLP, INDEPENDENT AUDITORS</P>
<P>We consent to the incorporation by reference in this Registration Statement
of JDS Uniphase Corporation on Form S-3 of our report dated December 15, 1999 on
the consolidated financial statements of Optical Coating Laboratory, Inc. and
subsidiaries as of October 31, 1999 and 1998, and for each of the three years in
the period ended October 31, 1999, incorporated by reference in the Current
Report on Amendment No. 3 to Form 8-K/A of JDS Uniphase Corporation filed on May
31, 2000.
<P>We also consent to the reference to us under the heading "Experts" in the
Prospectus, which is a part of this Registration Statement.</P>
<P>/s/ DELOITTE &amp; TOUCHE LLP</P>
<P>October 27, 2000<br>
San Jose, California</P>


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<SEQUENCE>6
<FILENAME>kpmgcon.htm
<DESCRIPTION>KPMG CONSENT
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<P ALIGN="RIGHT">EXHIBIT 23.5</P>
<P ALIGN="CENTER">CONSENT OF KPMG LLP, INDEPENDENT AUDITORS</P>
<P>We consent to the incorporation by reference in the Registration Statement on
Form S-3 of JDS Uniphase Corporation of our report dated November 26, 1997, with
respect to the statements of operations, stockholders' equity, and cash flows of
Flex Products, Inc. for the year ended November 2, 1997, which report appears in
the October 31, 1999 Form 10-K of Optical Coating Laboratory, Inc., which is
incorporated by reference in the Current Report on Amendment No. 3 to Form 8-K/A
of JDS Uniphase Corporation filed on May 31, 2000, and to the reference to us
under the heading "Experts" in the prospectus.</P>
<P>/s/ KPMG LLP</P>
<P>San Francisco, California<br>
October 27, 2000</P>


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