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<SEC-DOCUMENT>0000912093-00-500027.txt : 20001201
<SEC-HEADER>0000912093-00-500027.hdr.sgml : 20001201
ACCESSION NUMBER:		0000912093-00-500027
CONFORMED SUBMISSION TYPE:	424B3
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20001130

FILER:

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

	FILING VALUES:
		FORM TYPE:		424B3
		SEC ACT:		
		SEC FILE NUMBER:	333-48930
		FILM NUMBER:		780593

	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
</SEC-HEADER>
<DOCUMENT>
<TYPE>424B3
<SEQUENCE>1
<FILENAME>b3body.htm
<DESCRIPTION>424B3 BODY
<TEXT>

<HTML>
<head>
<TITLE>11292000 424b3 Doc</TITLE>
</head>

<body bgcolor=white>



<p align="right"><font size="3" color="FF0000"><strong>
                                                Filed Pursuant to Rule 424(b)(3)<br>
                                                Registration No. 333-48930
</strong></font></p>


<p align="center"><font size="6" color="#0000FF"><strong>
                            JDS Uniphase Corporation
</strong></font></br>


<p align="center"><font size="5" color="#0000FF"><strong>
                         424,699 Shares of Common Stock
</strong></font></br>



<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 ALIGN="CENTER">Our common stock is listed on the Nasdaq National Market under the symbol</P>

<p align="center"><font size="6" color="#0000FF"><strong>
                                      JDSU
</strong></font></br>

<P>The last sale price of our common stock on the Nasdaq National Market on
November 28, 2000 was $60.09375 per share.</P>

<br>
<HR align=center SIZE=2 width="25%">
<br>



<P ALIGN="CENTER">----------------------</P>

<P>INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" BEGINNING ON PAGE 2.</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>

<br>
<HR align=center SIZE=2 width="25%">
<br>


<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"><font size="4" color="#0000FF"><strong>
November 29, 2000
</strong></font></br>

<br>
<br>
<br>
<br>
<br>
<br>


<B><P ALIGN="CENTER">JDS UNIPHASE</P>
</B><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 163 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 ALIGN="CENTER">RISK FACTORS</P>

</B><P ALIGN="JUSTIFY">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>

<FONT FACE="Courier New" SIZE=2><P ALIGN="JUSTIFY">&nbsp;</P>
</FONT><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</P>
</B><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>

<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>
</UL>
<DIR>

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

</I><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, without
limitation, 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>

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

</I><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>

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

</I><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>

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

</I><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>

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

</I><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. 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>

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

</I><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</P>
</B><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>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=540>
<TR><TD WIDTH="36%" VALIGN="BOTTOM">
<P>&nbsp;</P>
<P>&nbsp;</P>
<P><U>Entity</U></TD>
<TD WIDTH="20%" VALIGN="BOTTOM">
<P ALIGN="CENTER">In-process Research and <U>Development</U></TD>
<TD WIDTH="22%" VALIGN="BOTTOM">
<P ALIGN="CENTER">Quarterly Amortization of Purchased <U>Intangibles</U></TD>
<TD WIDTH="22%" VALIGN="BOTTOM">
<P ALIGN="CENTER">Annual Amortization of Purchased <U>Intangibles</U></TD>
</TR>
<TR><TD WIDTH="36%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="20%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="22%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="22%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="36%" VALIGN="TOP">
<P>EPITAXX, INC.</TD>
<TD WIDTH="20%" VALIGN="TOP">
<P ALIGN="CENTER">$ 16.7</TD>
<TD WIDTH="22%" VALIGN="TOP">
<P ALIGN="CENTER">$ 17.1</TD>
<TD WIDTH="22%" VALIGN="TOP">
<P ALIGN="CENTER">$ 68.2</TD>
</TR>
<TR><TD WIDTH="36%" VALIGN="TOP">
<P>OCLI</TD>
<TD WIDTH="20%" VALIGN="TOP">
<P ALIGN="CENTER">$ 84.1</TD>
<TD WIDTH="22%" VALIGN="TOP">
<P ALIGN="CENTER">$ 79.8</TD>
<TD WIDTH="22%" VALIGN="TOP">
<P ALIGN="CENTER">$ 319.1</TD>
</TR>
<TR><TD WIDTH="36%" VALIGN="TOP">
<P>Cronos</TD>
<TD WIDTH="20%" VALIGN="TOP">
<P ALIGN="CENTER">$ 6.3</TD>
<TD WIDTH="22%" VALIGN="TOP">
<P ALIGN="CENTER">$ 27.9</TD>
<TD WIDTH="22%" VALIGN="TOP">
<P ALIGN="CENTER">$ 111.8</TD>
</TR>
<TR><TD WIDTH="36%" VALIGN="TOP">
<P>E-TEK</TD>
<TD WIDTH="20%" VALIGN="TOP">
<P ALIGN="CENTER">$ 250.6</TD>
<TD WIDTH="22%" VALIGN="TOP">
<P ALIGN="CENTER">$ 850.8</TD>
<TD WIDTH="22%" VALIGN="TOP">
<P ALIGN="CENTER">$ 3,403.2</TD>
</TR>
<TR><TD WIDTH="36%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="20%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="22%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="22%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>
</TABLE>

<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>

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

</I><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>

<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>
</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>

<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>
</UL>

<P>&#9;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>

<I><P>Fluctuations in our customers' business could cause our business and stock
price to suffer</P></DIR>

</I><P>Our business is dependent upon product sales to telecommunications
network system providers, who in turn are dependent for their business upon
orders for fiber-optic systems from telecommunications carriers. Business
fluctuations affecting our system provider customers or their telecommunication
carrier customers have affected and will continue to affect our business.
Moreover, our sales often reflect orders shipped in the same quarter in which
they are received, which makes our sales vulnerable to short-term fluctuations
in customer demand and difficult to predict. In general, customer orders may be
cancelled, modified or rescheduled after receipt. Consequently, the timing of
these orders and any subsequent cancellation, modification or rescheduling of
these orders have affected and will in the future affect our results of
operations from quarter to quarter. Also, as our customers typically order in
large quantities, any subsequent cancellation, modification or rescheduling of
an individual order may alone affect our results of operations. In this regard,
we have experienced rescheduling of orders by customers and may experience
similar rescheduling in the future.</P><DIR>

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

</I><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>

<UL>
<LI>announcements by our competitors and customers of their quarterly results or
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>
</UL>

<P>&#9;</P>
<P>Recently, the Nasdaq National Market, in general, and our stock and the stock
of our customers and competitors, in particular, has experienced substantial
price and volume fluctuations, in many cases without any direct relationship to
the affected companies' operating performance. Nevertheless, the market prices
of the stocks of companies in the optical components, modules and systems
industries continue to trade at high multiples of earnings. An outgrowth of
these multiples and market volatility is the significant vulnerability of our
stock price and the stock prices of our customers and competitors to any actual
or perceived fluctuation in the strength of the markets we serve, no matter how
minor in actual or perceived consequence. Consequently, these multiples and,
hence, market prices may not be sustainable. These broad market and industry
factors have and may in the future cause the market price of our stock to
decline, regardless of our actual operating performance or the operating
performance of our customers. </P>
<B><P>Our sales would suffer if one or more of our key customers substantially
reduced orders for our products</P>
</B><P>Our customer base is highly concentrated. Historically, orders from a
relatively limited number of fiber optic system suppliers customers accounted
for a substantial portion of our net sales from telecommunications products.
Three customers, Alcatel, Lucent and Nortel, each accounted for over 10% of our
net sales for the quarter ended September 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</P>
</B><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, 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</P>
</B><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 results</P><DIR>

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

</I><P>The telecommunications 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 greater financial,
engineering, manufacturing, marketing, service and support resources than we do
and may have 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>

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

</I><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>

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

</I><P>Our future depends, in part, on our ability to attract and retain key
personnel. 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</P>
</B><P>In the recent past, there have been a number of significant acquisitions
announced among our competitors and customers, including: </P>

<UL>

<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>
</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</P>
</B><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>

<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>
</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 optic system
provider 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>

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

</I><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>

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

</I><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. 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. The
Company is currently a defendant in litigation claiming damages for infringement
of an expired wafer fabrication patent and in litigation alleging infringement
of certain patents by our optical amplifier products. None of these claims are
expected to have a material adverse effect on our business.</P><DIR>

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

</I><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</P>
</B><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 mitigate currency risks of investments
denominated in foreign currencies with forward currency contracts. If we
designate such contracts as hedges and they are determined to be effective,
depending on the nature of the hedge, changes in the fair value of derivatives
will be offset against the change in fair value of assets, liabilities or firm
commitments through earnings (fair value hedges) or recognized in other
comprehensive income until the hedged item is recognized in earnings (cash flow
hedges). The ineffective portion of a derivative's change in fair value will be
immediately recognized in earnings. 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
enter into foreign currency forward contracts. The contracts 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</P>
</B><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</P>
</B><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. </P>
<P>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
laws could impair a takeover attempt</P>
</B><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</P>
</B><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</P>
</B><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 eexchangeable
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>
<P>&nbsp;</P>
<P>&nbsp;</P>
<B><P ALIGN="CENTER">LEGAL OPINIONS</P>
</B><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>
<P>&nbsp;</P>
<B><P ALIGN="CENTER">EXPERTS</P>
</B><P>The consolidated financial statements of JDS Uniphase Corporation
appearing in JDS Uniphase Corporation's Current Report on Form 8-K filed on
September 1, 2000, have been audited by Ernst &amp; Young LLP, independent
auditors, as set forth in their report thereon included therein and
iincorporated 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 statements of
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>&nbsp;&nbsp;</P>
<B><P ALIGN="CENTER">WHERE YOU CAN 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>
<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>
<P>The following documents, which we have filed with the SEC, are incorporated
by reference into this prospectus: </P>
<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 Quarterly Report on Form 10-Q for the quarter ended September
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>
<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. </P><DIR>

<P>Requests for documents should be directed to: </P>
<P>JDS Uniphase Corporation<br>
163 Baypointe Parkway<br>
San Jose, California 95134<br>
Attention: Investor Relations (408) 434-1800</P></DIR>

<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>
<P>&nbsp;</P>
<pre>
Judiciary Plaza           Citicorp Center                 Seven World Trade Center
Room 1024                 500 West Madison Street         13th Floor
450 Fifth Street, N.W.    Suite 1400                      New York, New York 10048
Washington, D.C. 20549    Chicago, Illinois 60661
</pre>
<P>&nbsp;</P>
<P>Reports, proxy statements and other information concerning us may also be
inspected at: </P><DIR>

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

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

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