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): July 15, 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
(Registrant’s 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 July 15, 2015, JDS Uniphase Corporation (the “Company”) issued a press release announcing the record date and distribution date in connection with
the planned spin-off of the Company’s CCOP business segment into a separate publicly-traded company, Lumentum Holdings Inc. The Company announced the close of business on July 27, 2015 as the record date and August 1, 2015 as the
distribution date. The distribution is subject to the conditions set forth in Lumentum Holdings’ Registration Statement on Form 10 as filed with the Securities and Exchange Commission February 26, 2015, as amended. 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 Sets Record and Distribution Date for Separation of JDSU into Lumentum Holdings and Viavi Solutions” dated July 15, 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 |
| Kevin Siebert |
| Vice President, General Counsel and Secretary |
July 15, 2015
Exhibit 99.1
JDSU Sets Record and Distribution Date for Separation of JDSU into Lumentum
Holdings and Viavi Solutions
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• |
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Separation to be completed August 1, 2015 and Lumentum shares to be distributed to shareholders the first trading day thereafter, August 3, 2015 |
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• |
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Lumentum (LITE) and Viavi (VIAV) to begin “regular way” trading on NASDAQ on August 4, 2015, the ex-dividend date |
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• |
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JDSU shareholders will receive one share of Lumentum common stock for every five shares of JDSU common stock held on July 27, 2015, the record date for the distribution, and not sold prior to the ex-dividend date;
approximately 80.1% of Lumentum’s outstanding shares will be distributed |
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• |
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JDSU to be renamed Viavi Solutions |
Milpitas, Calif., July 15, 2015 – JDSU (NASDAQ: JDSU)
today announced several key dates in connection with the separation of its Communications and Commercial Optical Products business segment (“CCOP”) as a separate public company to be named Lumentum Holdings Inc., and the special dividend
distribution of approximately 80.1% of Lumentum’s common stock to JDSU shareholders, subject to the conditions set forth in Lumentum’s Registration Statement on Form 10 as filed with the Securities and Exchange Commission on
February 26, 2015, as amended (“Form 10”).
“By operating as two independent companies, we believe Lumentum and Viavi Solutions will
each be able to leverage a strong history while being more flexible and better positioned to capitalize on new opportunities in their respective markets,” said Tom Waechter, president and chief executive officer of JDSU, and CEO-designate for
Viavi Solutions. “We look forward to completing the final steps in this process and launching exciting, new chapters for Lumentum and Viavi Solutions.”
For every five shares of JDSU common stock held, JDSU shareholders will receive one share of Lumentum common stock. Shareholders will receive cash in lieu of
fractional shares.
The special dividend distribution is expected to be effective at 12:01 am on Saturday, August 1, 2015. The distribution will be
paid on the first trading day thereafter, Monday, August 3, 2015, to JDSU shareholders of record as of the close of business on July 27, 2015 who continue to hold shares until the ex-dividend date.
The distribution of Lumentum common stock will complete the formal separation of CCOP from JDSU. After the distribution, Lumentum will be an independent,
publicly-traded company. JDSU will be renamed Viavi Solutions Inc. and, at the time of the distribution, will retain ownership of approximately 19.9% of Lumentum’s outstanding shares. Based on approximately 235.3 million shares
of JDSU common stock outstanding as of June 27, 2015, a total of approximately 47.1 million shares of Lumentum common stock will be distributed to shareholders and approximately 11.7 million shares will be retained by Viavi. Viavi is
committed to liquidating these shares within three years from the closing.
A summary of the timing for trading in JDSU, Viavi and Lumentum stock is set
forth in the following table:
JDSU News Release
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| Key Dates |
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Ticker Symbol |
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Trading Implications |
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| On or before
July 22, 2015 |
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JDSU |
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JDSU (including the Lumentum business) trades under ticker symbol “JDSU.” |
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| From
Thursday, July 23, 2015 until close of NASDAQ on
Monday, August 3, 2015 |
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JDSU |
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Ticker symbol “JDSU” continues to represent “regular-way” trades of JDSU (including the right to receive Lumentum shares in connection with
the distribution.) |
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JDSUV |
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Ticker symbol “JDSUV” represents “ex-distribution” trades of JDSU, which will NOT carry the right to receive shares of Lumentum in
connection with the distribution. |
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LITEV |
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Ticker symbol “LITEV” represents “when-issued” trades of Lumentum, whereby shareholders trade the right to receive shares of Lumentum in
connection with the distribution. |
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From NASDAQ opening on Tuesday, August 4, 2015 (the ex-dividend date)
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VIAV |
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Viavi Solutions Inc. will trade
“regular-way” under ticker symbol “VIAV,” which shares will not carry the right to receive Lumentum shares. |
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LITE |
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Lumentum shares will trade “regular-way” under ticker symbol “LITE.”
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Shareholders are encouraged to consult with their financial advisors regarding the specific implications of buying or selling
JDSU, JDSUV and LITEV quoted securities.
No action is required by JDSU shareholders in order to receive shares of Lumentum common stock in the
distribution. No action by JDSU shareholders is required with respect to the renaming of JDSU to Viavi. No JDSU stock certificates need to be exchanged, as such certificates will automatically represent shares of Viavi.
Prior to the distribution date, JDSU will mail information statements to all shareholders of JDSU common stock as of the record date. The information
statement is an exhibit to the Form 10 that describes Lumentum, including the risks of owning Lumentum common stock, and other details regarding the separation, including information regarding the procedures by which the distribution will be
effected and other details of the transaction. The information statement will be available on the Securities and Exchange Commission’s (“SEC”) website at www.sec.gov.
JDSU News Release
To stay informed on JDSU’s separation into two public companies, please visit the “Separation
Updates” page on jdsu.com.
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 any guidance as to the proposed spin-off of JDSU’s CCOP business into a separate publicly traded company, including the fulfillment of any conditions
to the spin-off as set forth in the Form 10 and described below and the timing of the proposed spin-off. These forward-looking statements involve risks and uncertainties that could cause actual events and terms to differ materially from those
set forth herein. Risks related to the proposed spin-off include the requirement to obtain certain approvals, the ability to retain key employees, the ability to recognize anticipated cost savings, the ability of each company to function
successfully as a stand-alone entity, potential business disruption caused by separation preparations, customer retention and financing risks. In addition, completion of the separation is subject to certain conditions, such as receipt of tax and
solvency opinions and foreign regulatory requirements. For more information on the risks related to the proposed spin-off, please refer to the “Risk Factors” section included in the Form 10. The forward-looking statements contained in
this press release are made as of the date thereof and the Company assumes no obligation to update such 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 Twitter, Facebook and YouTube.
About Viavi Solutions
Viavi (NASDAQ: VIAV) software and
hardware platforms and instruments deliver unprecedented end-to-end visibility across physical, virtual and hybrid networks. Precise intelligence and actionable insight from across the network ecosystem optimizes the service experience for increased
customer loyalty, greater profitability and quicker transitions to next-generation technologies. Viavi is also a leader in anti-counterfeiting solutions for currency authentication and high-value optical components and instruments for diverse
government and commercial applications.
About Lumentum
Lumentum (NASDAQ:LITE) is a market-leading manufacturer of innovative optical and photonic products enabling optical networking and commercial laser customers
worldwide. Lumentum’s optical components and subsystems are part of virtually every type of telecom, enterprise, and data center network. Lumentum’s commercial lasers enable advanced manufacturing techniques and diverse applications
including next-generation 3D-sensing capabilities.
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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