Current Report Filing (8-k)
June 09 2015 - 8:30AM
Edgar (US Regulatory)
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): June 9, 2015
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 |
(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 |
(Address of Principal Executive Offices) |
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(Zip Code) |
(408) 546-5000
(Registrants Telephone Number, Including Area Code)
Not Applicable
(Former
Name or Former Address, if Changed Since Last Reporting)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 7.01 |
Regulation FD Disclosure. |
On June 9, 2015, JDS Uniphase Corporation (the Company)
issued a press release announcing that the Company provided notice of the spin-off of the Companys Communications and Commercial Optical Products business, which will result in two independent, publicly-traded companies, to the holders of the
Companys 0.625% senior convertible debentures due 2033. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated by reference in its entirety herein.
The information in this Item 7.01 of this Form 8-K, including Exhibit 99.1, is intended to be furnished and shall not be deemed filed for
purposes of Section 18 of the Securities Exchange Act of 1934 (the Exchange Act) or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of
1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
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Exhibit No. |
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Description |
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99.1 |
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Press Release entitled JDSU Provides Preliminary Notice of Spin-Off to Holders of its Senior Convertible Debentures dated June 9, 2015. |
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company 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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By: |
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/s/ Kevin Siebert |
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Kevin Siebert Vice President, General Counsel
and Secretary |
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June 9, 2015 |
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Exhibit 99.1
JDSU Provides Preliminary Notice of Spin-Off to Holders of its
Senior Convertible Debentures
Milpitas, Calif., June 9, 2015 JDSU (NASDAQ: JDSU), in connection with the previously announced spin-off of its Communications
and Commercial Optical Products (CCOP) business, which will result in two independent, publicly-traded companies, provided notice yesterday of the spin-off to the holders of its 0.625% senior convertible debentures due 2033. The
debentures were issued pursuant to an Indenture, dated August 21, 2013 (the Indenture), between JDSU and Wells Fargo Bank, National Association, as trustee. As a result of the proposed spin-off, holders of the debentures have the
right to convert any debentures they own on the terms set forth in the Indenture. JDSU will announce the expiration date of this right to convert which will be a minimum of 25 trading days from the date hereof. The current conversion price of the
debentures equates to $18.83 per share of JDSU common stock, which is meaningfully above the current per share trading price of JDSU common stock. Accordingly, JDSU does not expect any holders will exercise their right to convert, although such
right is wholly at the discretion of the individual holders.
Under the plan announced in September 2014, JDSU will spin off its CCOP business, to be
named Lumentum Holdings Inc. JDSU will distribute the shares of Lumentum common stock on a pro rata basis to JDSU stockholders in a manner intended to be tax-free for U.S. federal income tax purposes.
The spin-off is subject to the satisfaction or waiver of a number of conditions, including the registration statement on Form 10 for Lumentum common stock
being declared effective by the SEC and certain other conditions described in the information statement included in the Registration Statement and other customary matters. Approval by JDSUs stockholders is not required for completion of the
separation. Lumentum has applied to list its common stock on the Nasdaq Stock Market under the ticker LITE.
To stay updated on the company
separation, please visit http://www.jdsu.com/About-JDSU/Separation/Pages/information.aspx.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. These statements include (i) any information and guidance about JDSUs plans to separate the business into two independent, publicly-traded companies, (ii) the composition of those companies,
(iii) the anticipated timing of the separation and (iv) the plan to achieve the separation through a tax-free spinoff. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially
from those projected. Risks related to the proposed separation include the timing and completion of the separation, the requirement to obtain certain approvals, the ability to retain key employees, potential indemnification obligations, the ability
to recognize anticipated benefits, the ability of each company to function as a stand-alone entity and customer retention risks. In addition, completion of the separation will be subject to certain conditions, such as approval by JDSUs Board
of Directors, receipt of a tax opinion, effectiveness of a registration statement and foreign regulatory requirements. JDSU also faces risks related to the operation of its existing business segments which are described its filings with the
Securities and Exchange Commission, including its Annual Report on Form 10-K filed August 26, 2014 and its Quarterly Report on Form 10-Q filed May 5, 2015. Risks specific to the operation of Lumentums business following the
separation are described in Amendment No. 1 to Lumentums Form 10 filed on April 23, 2014. Please refer to these filings for additional factors that could cause actual results to materially differ from current expectations. The
forward-looking statements included in this press release are made only as of todays date except where otherwise noted. JDSU undertakes no obligation to update these statements.
About JDSU
JDSU (NASDAQ: JDSU) innovates and
collaborates with customers to build and operate the highest-performing and highest-value networks in the world. Our diverse technology portfolio also fights counterfeiting and enables high-powered commercial lasers for a range of applications.
Learn more about JDSU at www.jdsu.com and follow us on JDSU Perspectives, Twitter, Facebook and YouTube.
Contacts
Press: Noel Bilodeau, 408-404-9014 or noel.bilodeau@jdsu.com
Investors: Bill Ong, 408-404-4512 or bill.ong@jdsu.com
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