UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
and Exchange Act of 1934
Date
of
report (Date of earliest event reported): November
20, 2007 (November 15, 2007)
JDS
UNIPHASE CORPORATION
(Exact
Name of Registrant as Specified in Its Charter)
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Delaware
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000-22874
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94-2579683
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
Number)
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430
North McCarthy Boulevard, Milpitas, CA
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95035
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(408)
546-5000
(Registrant’s
Telephone Number, Including Area Code)
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Reporting)
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Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On
November 16, 2007, the stockholders of JDS Uniphase Corporation (the
“Company”) amended its 1998 Employee Stock Purchase Plan (the “1998 Plan”) by
approving the Amended and Restated 1998 Equity Incentive Plan (the “Amended 1998
Plan”). The Company’s 1998 Plan was originally approved by the Company’s
stockholders in June 1998.
The
1998
Plan is intended to provide eligible employees of the Company with the
opportunity to purchase shares in the Company through participation in a stock
purchase plan. Each participant in the 1998 Plan is granted at the beginning
of
each purchase period the right to purchase through accumulated payroll
deductions up to a number of shares of the common stock of the Company (referred
to as a "Purchase Right") determined on the first day of the purchase period.
The Purchase Right is automatically exercised on the last date of the purchase
period provided the Purchase Right remains outstanding on such date.
The
amendment changes
the termination date of the 1998 Plan, which was originally established as
either the earlier of (i) August 1, 2008 or (ii) the date on which all shares
available for issuance under the 1998 Plan are sold in accordance with the
1998
Plan. As of November 16, 2007, the new termination date for the Amended 1998
Plan is the earlier of (i) August 1, 2018 or (ii) the date on which all shares
available for issuance under the Amended 1998 Plan are sold in accordance with
the Amended 1998 Plan.
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
November 15, 2007, the
Bylaws
of the Company were amended and restated (the “Amended and Restated Bylaws”) to
permit the Company to issue uncertificated shares. Previously, the Bylaws
required that all shares of capital stock of the Company be represented by
certificates. The Bylaws were amended in order for the Company to become
eligible to participate in a Direct Registration Program as required by NASDAQ
Rules 4350(1).
A
copy of
the Amended and Restated Bylaws incorporating this change is attached hereto
as
Exhibit 3.5 and is incorporated by reference herein.
Item 9.01.
Financial Statements and Exhibits.
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Exhibit
No.
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Description
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3.5
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Amended
and Restated Bylaws of JDS Uniphase Corporation, effective as of
November
15, 2007.
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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 hereunto
duly authorized.
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JDS
Uniphase Corporation |
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| Date: November
20, 2007 |
By: |
/s/
Christopher S. Dewees |
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Christopher S. Dewees |
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Senior
Vice President, Corporate
Development,
and Chief Legal Officer
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