<SUBMISSION>
<ACCESSION-NUMBER>0001095811-01-000949
<TYPE>S-4
<PUBLIC-DOCUMENT-COUNT>11
<FILING-DATE>20010212
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>JDS UNIPHASE CORP /CA/
<CIK>0000912093
<ASSIGNED-SIC>3674
<IRS-NUMBER>942579683
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>0630
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>S-4
<ACT>33
<FILE-NUMBER>333-55390
<FILM-NUMBER>1532320
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>210 BAYPOINTE PKWY
<CITY>SAN JOSE
<STATE>CA
<ZIP>95134
<PHONE>4084341800
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>210 BAYPOINTE PARKWAY
<CITY>SAN JOSE
<STATE>CA
<ZIP>95134
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>S-4
<SEQUENCE>1
<FILENAME>f69046ors-4.txt
<DESCRIPTION>FORM S-4
<TEXT>

<PAGE>   1

   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 12, 2001

                                                     REGISTRATION NO. 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------

                                    FORM S-4
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                            ------------------------

                            JDS UNIPHASE CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S>                                <C>                                <C>
             DELAWARE                             3674                            94-2579683
 (STATE OR OTHER JURISDICTION OF      (PRIMARY STANDARD INDUSTRIAL             (I.R.S. EMPLOYER
  INCORPORATION OR ORGANIZATION)      CLASSIFICATION CODE NUMBER)           IDENTIFICATION NUMBER)
</TABLE>

                            JDS UNIPHASE CORPORATION
                             210 BAYPOINTE PARKWAY
                           SAN JOSE, CALIFORNIA 95134
                                 (408) 434-1800
  (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
                   REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
                            ------------------------

                           MICHAEL C. PHILLIPS, ESQ.
                SENIOR VICE PRESIDENT, BUSINESS DEVELOPMENT AND
                                GENERAL COUNSEL
                            JDS UNIPHASE CORPORATION
                             210 BAYPOINTE PARKWAY
                           SAN JOSE, CALIFORNIA 95134
                                 (408) 434-1800
 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                             OF AGENT FOR SERVICE)

                                WITH COPIES TO:

<TABLE>
<S>                                                 <C>
            JOHN W. CAMPBELL, III, ESQ.                           ALISON S. RESSLER, ESQ.
              P. RUPERT RUSSELL, ESQ.                               SULLIVAN & CROMWELL
              MORRISON & FOERSTER LLP                             1888 CENTURY PARK EAST
                 425 MARKET STREET                          LOS ANGELES, CALIFORNIA 90067-1725
       SAN FRANCISCO, CALIFORNIA 94105-2482                           (310) 712-6600
                  (415) 268-7000
</TABLE>

                            ------------------------

        APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
               Upon consummation of the merger described herein.

    If the securities being registered on this Form are to be offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box.  [ ]

    If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement number for the same offering.  [X] Registration No.
333-45300

    If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.  [ ]
                        CALCULATION OF REGISTRATION FEE

<TABLE>
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
         TITLE OF EACH                                    PROPOSED MAXIMUM      PROPOSED MAXIMUM
      CLASS OF SECURITIES             AMOUNT TO BE         OFFERING PRICE          AGGREGATE             AMOUNT OF
        TO BE REGISTERED             REGISTERED(1)          PER SHARE(2)       OFFERING PRICE(2)    REGISTRATION FEE(2)
<S>                               <C>                   <C>                   <C>                   <C>
------------------------------------------------------------------------------------------------------------------------
Common Stock $0.001 par value...       2,527,532               $43.88             $110,908,104            $27,727
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Based upon the number of shares of common stock, $0.001 par value per share,
    of JDS Uniphase Corporation, that may be issued pursuant to the merger,
    calculated as the product of (a) 665,140, the aggregate number of shares of
    SDL, Inc.'s common stock, $0.001 par value per share, issuable pursuant to
    outstanding options prior to the date the merger is expected to be
    consummated and (b) an exchange ratio of 3.8 shares of JDS Uniphase common
    stock for each share of SDL's common stock.

(2) Estimated solely for purposes of calculating the registration fee of $27,727
    required by the Securities Act of 1933, as amended, for an additional
    2,527,532 shares of JDS Uniphase common stock, and computed pursuant to
    Rules 457(f) and (c) under the Securities Act based on $43.88, the average
    of the high and low per share prices of common stock of SDL on The Nasdaq
    National Market on February 9, 2001. On or about each of September 7, 2000
    and November 17, 2000, the Registrant paid registration fees equal to
    $9,100,320 and $1,927 respectively, for the original 342,022,800 shares of
    common stock registered on the Registration Statement on S-4 filed on
    September 7, 2000 and Amendment No. 1 thereto filed on November 17, 2000
    (Registration No. 333-45300).
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>   2

                                EXPLANATORY NOTE

     Registrant registered 342,022,800 shares of its common stock on Form S-4,
as amended (Registration No. 333-45300), to be issued pursuant to the Agreement
and Plan of Merger, dated as of July 9, 2000, by and among Registrant, K2
Acquisition, Inc. ("K2"), a wholly owned subsidiary of Registrant, and SDL, Inc.
("SDL"). Under the merger agreement, K2 will merge with and into SDL and SDL
will survive the merger as a wholly owned subsidiary of Registrant. Such
Registration Statement was declared effective on November 17, 2000 and the
contents of such earlier Registration Statement are hereby incorporated herein
by reference. After the registration of the 342,022,800 shares to be issued in
the merger was declared effective by the SEC, an additional 2,527,532 shares of
Registrant's common stock became issuable pursuant to 665,140 options under
SDL's employee stock option plans which became exercisable between the date of
effectiveness of Registrant's Form S-4 (Registration No. 333-45300) and the date
the merger is expected to be consummated.
<PAGE>   3

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, the registrant has duly
caused this Registration Statement on Form S-4 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of San Jose, California on
February 12, 2001.

                                          JDS Uniphase Corporation

                                          By:    /s/ JOZEF STRAUS, PH.D.
                                            ------------------------------------
                                                    Jozef Straus, Ph.D.
                                                Chief Executive Officer and
                                                  Co-Chairman of the Board

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement on Form S-4 has been signed by the following persons
in the capacities indicated on February 12, 2001.

<TABLE>
<CAPTION>
                      SIGNATURE                                       TITLE
                      ---------                                       -----
<S>                                                    <C>
               /s/ JOZEF STRAUS, PH.D.                     Chief Executive Officer and
-----------------------------------------------------      Co-Chairman of the Board of
                 Jozef Straus, Ph.D.                                Directors
                                                          (Principal Executive Officer)

                          *                                Co-Chairman of the Board of
-----------------------------------------------------               Directors
                  Martin A. Kaplan

                /s/ ANTHONY R. MULLER                       Executive Vice President,
-----------------------------------------------------      Chief Financial Officer and
                  Anthony R. Muller                                 Secretary
                                                       (Principal Financial and Accounting
                                                                     Officer)

                          *                                          Director
-----------------------------------------------------
                    Bruce D. Day

                          *                                          Director
-----------------------------------------------------
                 Peter A. Guglielmi

                          *                                          Director
-----------------------------------------------------
                   Robert E. Enos

                          *                                          Director
-----------------------------------------------------
                 John A. MacNaughton

                          *                                          Director
-----------------------------------------------------
                Wilson Sibbett, Ph.D.

                          *                                          Director
-----------------------------------------------------
                Casimir S. Skrzypczak
</TABLE>
<PAGE>   4

<TABLE>
<CAPTION>
                      SIGNATURE                                       TITLE
                      ---------                                       -----
<S>                                                    <C>
                          *                                          Director
-----------------------------------------------------
                 William J. Sinclair

                          *                                          Director
-----------------------------------------------------
                  Donald J. Listwin

             *By: /s/ ANTHONY R. MULLER
  -------------------------------------------------
                  Anthony R. Muller
                  Attorney-in-Fact

Appointed to act as attorney-in-fact with respect to
  any Rule 462(b) Registration Statement relating to
   the registration of additional securities by the
       Registrant for the offering reflected by
    Registrant's Registration Statement on Form S-4
        (Registration Statement No. 333-45300).
</TABLE>
<PAGE>   5

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                             DESCRIPTION
-------                            -----------
<C>        <S>
  5.1      Opinion of Morrison & Foerster LLP, together with consent.
 23.1      Consent of Ernst & Young LLP, independent auditors.
 23.2      Consent of Ernst & Young LLP, independent auditors.
 23.3      Consent of Arthur Andersen, independent auditors.
 23.4      Consent of Arthur Andersen, independent auditors.
 23.5      Consent of Deloitte & Touche LLP, independent auditors.
 23.6      Consent of PricewaterhouseCoopers LLP, independent
           accountants.
 23.7      Consent of KPMG LLP, independent auditors.
 23.8      Consent of Deloitte & Touche LLP, independent auditors.
 23.9      Consent of Grant Thornton LLP, independent certified public
           accountants.
 23.10     Consent of Morrison & Foerster LLP (included as part of its
           opinion filed as Exhibit 5.1).
 24.1*     Power of Attorney (See Page II-5 of Registrant's
           Registration Statement on Form S-4 filed on September 7,
           2000).
</TABLE>

---------------
* Previously filed.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>2
<FILENAME>f69046orex5-1.txt
<DESCRIPTION>EXHIBIT 5.1
<TEXT>

<PAGE>   1

                                                                     EXHIBIT 5.1

                      [MORRISON & FOERSTER LLP LETTERHEAD]

                               February 12, 2001


JDS Uniphase Corporation
210 Baypointe Parkway
San Jose, California 95134

Ladies and Gentlemen:

     At your request, we have examined the Registration Statement on Form S-4,
including the proxy statement-prospectus forming a part thereof, filed by you
with the Securities and Exchange Commission on February 12, 2001 (the
"Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of 2,527,532 shares of your common stock,
$.001 par value per share (the "Stock"). The Stock will be issued to the former
stockholders of SDL, Inc. ("SDL"), a Delaware corporation, pursuant to the terms
of that certain Agreement and Plan of Reorganization and Merger, dated as of
July 9, 2000, by and among you, K2 Acquisition, Inc., a Delaware corporation and
your wholly-owned subsidiary, and SDL (the "Merger Agreement"). As counsel to
the Company and in connection with this opinion, we have examined all
proceedings taken by you in connection with the registration of the Stock.

     It is our opinion that the Stock, which is being issued by you in exchange
for the shares of common stock of SDL pursuant to the Merger Agreement, when
issued in the manner described in the Registration Statement will be legally and
validly issued, fully paid and nonassessable.

     We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to all references to us in the Registration
Statement and any amendments thereto. In giving this consent, we do not thereby
admit that we are in the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended.

                              Very truly yours,

                              /s/ MORRISON & FOERSTER LLP

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>3
<FILENAME>f69046orex23-1.txt
<DESCRIPTION>EXHIBIT 23.1
<TEXT>

<PAGE>   1

                                                                    EXHIBIT 23.1

               CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

        We consent to the reference to our firm under the captions "Selected
Historical Consolidated Financial Data of JDS Uniphase" and "Experts" included
in the Proxy Statement of JDS Uniphase Corporation and SDL, Inc. that is made a
part of the Registration Statement (Form S-4) and Prospectus of JDS Uniphase
Corporation for the registration of 2,527,532 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 included in its Annual Report (Form 10-K) for the year ended June
30, 2000 filed with the Securities and Exchange Commission.

                                                      /s/ Ernst & Young LLP

San Jose, California
February 9, 2001


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>4
<FILENAME>f69046orex23-2.txt
<DESCRIPTION>EXHIBIT 23.2
<TEXT>

<PAGE>   1
                                                                    EXHIBIT 23.2

               CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

     We consent to the reference to our firm under the captions "Experts" and
"Selected Historical Consolidated Financial Data of SDL" included in the Proxy
Statement of JDS Uniphase Corporation and SDL, Inc. that is made part of the
Registration Statement (Form S-4) and Prospectus of JDS Uniphase Corporation for
the registration of 2,527,532 shares of common stock of JDS Uniphase Corporation
in connection with its acquisition of SDL, Inc. and to the incorporation by
reference therein of our report dated January 27, 2000 (except for the fifth
paragraph of Note 9 and the first paragraph of Note 13, as to which the date is
March 27, 2000), with respect to the consolidated financial statements and
schedule of SDL, Inc. included in its Annual Report (Form 10-K) for the year
ended December 31, 1999, filed with the Securities and Exchange Commission.


                                             /s/ Ernst & Young LLP

San Jose, California
February 9, 2001
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.3
<SEQUENCE>5
<FILENAME>f69046orex23-3.txt
<DESCRIPTION>EXHIBIT 23.3
<TEXT>

<PAGE>   1

                                                                    EXHIBIT 23.3

                CONSENT OF ARTHUR ANDERSEN, INDEPENDENT AUDITORS



As independent auditors, we consent to the incorporation by reference in the
Registration Statement of JDS Uniphase Corporation on Form S-4 of our report
dated 6 April 2000 with respect to the consolidated financial statements of SDL
Queensgate Limited as of 31 March 1999 and for each of the two years in the
period ended 31 March 1999, included in the Current Report (Form 8-K/A) of SDL
Inc. and filed 22 May 2000 and to all references to our Firm included in this
registration statement.



/s/ ARTHUR ANDERSEN
--------------------
Arthur Andersen, Chartered Accountants

Reading, England
February 9, 2001


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.4
<SEQUENCE>6
<FILENAME>f69046orex23-4.txt
<DESCRIPTION>EXHIBIT 23.4
<TEXT>

<PAGE>   1

                                                                    EXHIBIT 23.4

                CONSENT OF ARTHUR ANDERSEN, INDEPENDENT AUDITORS

As independent auditors, we consent to the incorporation by reference in the
Registration Statement of JDS Uniphase Corporation on Form S-4 of our report
dated 15 October 1998 with respect to the consolidated financial statements of
IOC International Limited as at 30 September 1998 and for each of the two years
in the period ended 30 September 1998, included in SDL, Inc.'s Annual Report
(Form 10-K) for the year ended 31 December 1999 and to all references to our
Firm included in this registration statement.


/s/ Arthur Andersen

Arthur Andersen, Chartered Accountants

Cambridge, England
February 8, 2001
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.5
<SEQUENCE>7
<FILENAME>f69046orex23-5.txt
<DESCRIPTION>EXHIBIT 23.5
<TEXT>

<PAGE>   1


                                                                    EXHIBIT 23.5

             CONSENT OF DELOITTE & TOUCHE LLP, INDEPENDENT AUDITORS

We consent to the incorporation by reference in this Registration Statement of
JDS Uniphase Corporation on Form S-4 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.

/s/ DELOITTE & TOUCHE LLP

San Jose, California
February 9, 2001

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.6
<SEQUENCE>8
<FILENAME>f69046orex23-6.txt
<DESCRIPTION>EXHIBIT 23.6
<TEXT>

<PAGE>   1

                                                                    EXHIBIT 23.6

                       CONSENT OF INDEPENDENT ACCOUNTANTS

        We hereby consent to the incorporation by reference in this
Registration Statement of JDS Uniphase Corporation on Form S-4 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. 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.

/s/  PricewaterhouseCoopers LLP

San Jose, California
February 9, 2001
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.7
<SEQUENCE>9
<FILENAME>f69046orex23-7.txt
<DESCRIPTION>EXHIBIT 23.7
<TEXT>

<PAGE>   1

                                                                    EXHIBIT 23.7

                    CONSENT OF KPMG LLP, INDEPENDENT AUDITORS


The Board of Directors
Flex Products, Inc.

   We consent to the incorporation by reference in the registration statement on
Form S-4 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 Annual Report on 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. We also
consent to the reference to us under the heading "Experts" in the proxy
statement-prospectus.

/s/ KPMG LLP

February 9, 2001
San Francisco, California
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.8
<SEQUENCE>10
<FILENAME>f69046orex23-8.txt
<DESCRIPTION>EXHIBIT 23.8
<TEXT>

<PAGE>   1
                                                                    EXHIBIT 23.8

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this registration statement on
Form S-4 of our report dated May 10, 2000 (June 2, 2000 as to Note 10) of
Photonic Integration Research, Inc. appearing in the Current Report on Form
8-K/A of SDL, Inc.


/s/ DELOITTE & TOUCHE LLP
Columbus, Ohio

February 9, 2001
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.9
<SEQUENCE>11
<FILENAME>f69046orex23-9.txt
<DESCRIPTION>EXHIBIT 23.9
<TEXT>

<PAGE>   1

                                                                   EXHIBIT 23.9


              CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We have issued our report dated January 28, 2000, accompanying the financial
statements of Veritech Microwave, Inc., as of December 31, 1999 and 1998 and for
each of the three years in the period ended December 31, 1999, included in the
Current Report on Form 8-K/A of SDL, Inc. dated April 3, 2000 filed with the
Securities and Exchange Commission on June 16, 2000, which are incorporated by
reference in this Registration Statement on Form S-4 of JDS Uniphase
Corporation. We consent to the incorporation by reference in the Registration
Statement of the aforementioned report.

/s/ GRANT THORNTON LLP

Edison, New Jersey
February 9, 2001
</TEXT>
</DOCUMENT>
</SUBMISSION>
