UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________to _________
Commission file number 0-22874
A: Full title of the plan
and the address of the plan, if different from that of the issuer named below:
OCLI 401(k) PLAN
Santa Rosa, CA 95407
B: Name of issuer of the
securities held pursuant to the plan and the address of its principal executive office:
JDS Uniphase Corporation
210 Baypointe Parkway
San Jose, CA 95134
SIGNATURES
OCLI 401(k) Plan. Purusant to the requirements of Securities Exchange Act of 1934, the trustees have duly caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized.
| JDS UNIPHASE CORPORATION | |
| (Registrant) |
Dated: July 16, 2001
| By: | /s/ Anthony R. Muller |
|
| |
| Anthony R. Muller | |
|
Executive Vice President, Chief Financial Officer, Secretary (Principal Accounting Officer) |
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
OCLI 401(k) Plan
December 31, 2000 and 1999 and for the year ended December 31, 2000
with Report of Independent Auditors
OCLI 401(k) Plan
Financial Statements and
Supplemental Schedule
December 31, 2000 and 1999
and for the year ended December 31, 2000
Table of Contents
====================
Report of Independent Auditors..................................................1
Audited Financial Statements
Statements of Net Assets Available for Benefits.................................3
Statement of Changes in Net Assets Available for Benefits.......................4
Notes to Financial Statements...................................................5
Supplemental Schedule
Schedule H, Line 4i - Schedule of Assets (Held At End of Year)..................8
Report of Independent Auditors
To the Participants and the
Trustees of the OCLI 401(k) Plan
We have audited the accompanying statement of net assets available for benefits of OCLI 401(k) Plan as of December 31, 2000, and the related statement of changes in net assets available for benefits for the year then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2000, and the changes in its net assets available for benefits for the year then ended, in conformity with accounting principles generally accepted in the United States.
Our audit was performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2000, is presented for purposes of additional analysis and is not a required part of the financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in our audit of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole.
San Jose, California
June 29, 2001
Report of Independent Auditors
Administrative Committee
OCLI 401(k) Plan
Santa Rosa, California
We have audited the accompanying statement of net assets available for benefits of the OCLI 401(k) Plan (formerly the OCLI 401(k)/ESOP Plan) (the “Plan”) as of December 31, 1999. This financial statement is the responsibility of the Plan’s management. Our responsibility is to express an opinion on this financial statement based on our audit.
We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, such financial statement presents fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 1999 in conformity with accounting principles generally accepted in the United States of America.
DELOITTE & TOUCHE LLP
San Francisco, California
June 16, 2000
OCLI 401(k) Plan
Statements of Net Assets Available for Benefits
December 31,
2000 1999
-------------------------------------------
Assets
Investments $ 208,088,096 $ 426,119,655
Cash 100,000 617,035
Contribution receivables:
Employer 100,194 -
Employee 188,086 -
-------------------------------------------
Total receivables 288,280 -
-------------------------------------------
Net assets available for benefits $ 208,476,376 $ 426,736,690
===========================================
See accompanying notes.
OCLI 401(k) Plan
Statement of Changes in Net Assets Available for Benefits
Year ended December 31, 2000
Additions
Interest and dividends $ 7,156,433
Contributions:
Employer 3,309,011
Employee 6,736,352
Rollovers 1,517,151
----------------------
Total contributions 11,562,514
Transfer from other plan 156,542
----------------------
Total additions 18,875,489
Deductions
Net realized and unrealized depreciation in
fair value of investments 79,964,660
Benefit payments and deemed distributions 157,171,143
----------------------
Total deductions 237,135,803
Net decrease (218,260,314)
Net assets available for benefits at beginning of year 426,736,690
---------------------- ----------------------
Net assets available for benefits at end of year $ 208,476,376
======================
See accompanying notes.
OCLI 401(k) Plan
Notes to Financial Statements
December 31, 2000
1. Description of Plan
The following description of the OCLI 401(k) Plan (the Plan) provides only general information. Participants should refer to the plan document for a more complete description of the Plan’s provisions.
General
The Plan is a defined contribution plan that covers substantially all employees of Optical Coating Laboratory, Inc. and its subsidiaries (collectively, the Employer), as defined in the plan document. Employees become eligible to participate in the Plan immediately upon hire. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
During 2000, the assets of the OPKOR 401(k) Plan were merged into the Plan. As a result of this merger, the Plan’s net assets increased by $156,542.
Contributions
Participants may elect to contribute a portion of their pretax compensation, as provided by the Plan and Internal Revenue Service (IRS) regulations. The maximum annual pretax contribution an employee may make is 15% of his or her annual compensation, as defined in the plan document.
The Employer makes a matching contribution of 100% of the first 3% of the participant’s compensation deferred plus 50% of the next 3% of the participant’s compensation deferred to the Plan.
Participant Accounts
Each participant’s account is credited with the participant’s contributions and allocations of (a) the Employer’s matching contribution and (b) plan earnings. Participants are fully vested in their participant accounts at all times. All amounts in participant accounts are participant-directed.
Distributions
In accordance with the plan document and as allowed under the Internal Revenue Code (the Code), distribution of a participant’s vested account is available upon the participant’s retirement, death, disability, termination of employment, or attainment of age 59 ½; or distribution is also available to satisfy a financial hardship meeting the requirements of the IRS regulations.
Loans
Participants may borrow from their accounts a minimum of $500 up to a maximum equal to the lesser of $50,000 or 50% of their vested account balance. Loan terms may not exceed 5 years or 15 years if the proceeds are to be used for the purchase of a primary residence. The loans are secured by the balance in the participant’s account, and bear interest at the U.S. Prime Rate as published in the Wall Street Journal plus 2% as determined quarterly by the plan administrator. Principal and interest is paid ratably through payroll deductions.
Expenses
All expenses incident to the administration of the Plan are paid by the Employer.
Plan Termination
The Employer has the right under the Plan to discontinue its contributions at any time and terminate the Plan, subject to the provisions of ERISA. If the Plan is terminated, each participant shall receive a distribution of assets equal to the value of the participant’s vested account.
2. Summary of Accounting Policies
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
Investment Valuation and Income Recognition
The Plan’s investments are stated at fair value. Shares of registered investment companies and the common trust fund are valued at quoted market prices, which represent the net asset value of shares held by the Plan at year-end. The JDS Uniphase Corporation common stock is valued at its quoted market price on the last day of the plan year. Participant loans are valued at their outstanding balances, which approximate fair value.
Purchases and sales of securities are recorded on a trade-date basis. Dividends are recorded on the ex-dividend date. Interest income is recorded on the accrual basis.
Reclassification
Certain amounts in the 1999 financial statements have been reclassified to conform to the 2000 presentation.
3. Investments
T. Rowe Price Trust Company, the Trustee, holds the Plan's investment assets and executes investment transactions.
During 2000, the Plan’s investments (including investments purchased, sold as well as held during the year) depreciated in fair value as determined by quoted market prices, as follows:
Net
Realized and
Unrealized
Depreciation in Fair
Value of Investments
----------------------
Common stock $ (71,699,296)
Shares of registered investment companies (8,265,364)
---------------------- ----------------------
$ (79,964,660)
======================
Investments that represent 5% or more of the fair value of the Plan's net assets are as follows:
December 31,
2000 1999
-------------------------------------------
JDS Uniphase Corporation common stock $ 125,336,511 $ -
Optical Coating Laboratory, Inc. common stock - 348,228,996
T. Rowe Price Stable Value Common Trust Fund Schedule E 30,557,946 28,274,895
4. Income Tax Status
The Plan has not received a determination letter from the IRS stating that the Plan is qualified under Section 401(a) of the Code. However, the plan administrator believes that the Plan is qualified and, therefore, the related trust is exempt from taxation.
5. Related Party Transactions
On February 4, 2000, the Employer was acquired by JDS Uniphase Corporation (JDSU). In connection with this acquisition, each share of the Employer’s stock was exchanged for 3.712 shares of the common stock of JDSU. Subsequent to this exchange, the Employer’s common stock ceased to be an investment option, and the common stock of JDSU became an investment option. The Plan purchases and sells shares of JDSU common stock in accordance with the participant’s investment decisions.
6. Subsequent Events
Plan Amendment
Effective January 1, 2001, the Plan was amended to increase the allowable salary deferral percentage to 20%. In addition, this amendment decreased the maximum matching contributions to 100% of the first 3% of the participant’s compensation deferred plus 50% of the next 2% of the participant’s compensation deferred.
Plan Merger
The Plan has entered into a definitive agreement to merge into the JDS Uniphase Corporation Employees’ 401(k) Retirement Plan (the JDSU Plan) on July 1, 2001. All assets of the Plan will be transferred to the JDSU Plan and all participants will become eligible to participate in the JDSU Plan at that time.
Decline in Investment Value
During 2001, the market value per share of JDSU common stock has decreased significantly from the December 31, 2000 value of $41.6875 per share reported in the accompanying financial statements. At the date of the auditor’s report, June 29, 2001, the market value of JDSU common stock was $12.49 per share. The reduction in share value has resulted in approximately $81 million in unrealized depreciation since December 31, 2000.
Supplemental Schedule
OCLI 401(k) Plan
EIN 68-0164244, Plan #006
Schedule H, Line 4i - Schedule of Assets (Held At End of Year)
December 31, 2000
(c)
Description of Investments
(b) Including Maturity Date, Rate of (e)
Identity of Issue, Borrower, Interest, Collateral, Par, or Current
(a) Lessor, or Similar Party Maturing Value Value
------------------------------------------------------------------------------------------------------------
Common stock:
* JDS Uniphase Corporation 3,006,573 shares $ 125,336,511
Common trust fund:
* T. Rowe Price Stable Value Common Trust Fund
Schedule E 30,557,946 shares 30,557,946
Shares of registered investment companies:
* T. Rowe Price International Stock Fund 269,215 shares 3,909,000
* T. Rowe Price Growth Stock Fund 210,268 shares 5,719,302
* T. Rowe Price New Horizons Fund 259,237 shares 6,193,165
* T. Rowe Price Equity Index 500 Fund 179,614 shares 6,376,306
* T. Rowe Price Science and Technology Fund 154,526 shares 5,496,485
* T. Rowe Price Mid Cap Growth Fund 134,765 shares 5,362,295
* T. Rowe Price Balanced Fund 339,229 shares 6,503,018
* T. Rowe Price Equity Income Fund 282,329 shares 6,965,053
* T. Rowe Price Spectrum Income Fund 205,654 shares 2,214,891
* Participant loans Various loans maturing through
2015, with interest rates from 3,454,124
8.00% - 12.0%
------------------
$ 208,088,096
==================
*Indicates party-in-interest to the Plan.
Note: Column (d), cost, has been omitted, as all investments are participant-directed.