UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 23, 2003
JDS Uniphase Corporation
Commission file number 0-22874
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1768 Automation Parkway
San Jose, California 95131
(408) 546-5000
Not Applicable
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Press Release dated October 23, 2003.
Item 9. Regulation FD Disclosure.
In the last week there have been several articles in the national press discussing the Company's proposed 2003 Equity Incentive Plan. For clarity, at the Company's annual meeting of stockholders to be held on November 6, 2003, stockholders will have the opportunity to vote on the Company's 2003 Equity Incentive Plan (the "Plan"). The Company designed the Plan with the intention of better aligning employee equity incentive awards, including option grants, to the long-term interests of our stockholders, and particularly with respect to senior management, to allow the Company to more closely tie vesting to performance. To ensure that the Company's compensation strategy was reflective of the interests of the Company's long-term shareholders, the Plan was designed with input from one of the Company's significant shareholders, CalPERS.
Among its other provisions, the Plan would limit the maximum number of shares available for equity incentive awards that could be awarded to employees, including management, before obtaining further stockholder approval by eliminating the so-called "evergreen" provision which automatically annually increased the number of shares that were available for award under our current plan. Additionally, the Plan would limit the total number of equity incentive awards that could be made to the Company's five most highly compensated executive officers to a maximum of 5% of the total number of shares awarded in each fiscal year, though awards issued in connection with the initial hiring or promotion of such individuals is excluded from this limit. This limit would better insure that our equity incentive programs are truly broad based. A detailed description of the Plan and other items being voted on by shareholders is contained in the Company's annual meeting proxy statement, which is available on the SEC's and the Company's websites.
Item 12. Results of Operations and Financial Condition.
On October 23, 2003, JDS Uniphase Corporation ("JDSU") announced its financial
results for the first quarter of fiscal year ended June 30, 2004. A copy of JDSU's press release is attached hereto as
Exhibit 99.1.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned therunto duly authorized.
| JDS UNIPHASE CORPORATION |
| By: | /s/ Christopher S. Dewees |
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| Christopher S. Dewees | |
| Senior Vice President and General Counsel |
Dated: October 23, 2003
EXHIBIT INDEX
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* Also provided in PDF format as a courtesy.