JDS Uniphase 8-K 2006
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of report (Date of earliest event reported): March 2, 2006 (March 1, 2006)
JDS UNIPHASE CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
(Registrants Telephone Number, Including Area Code)
1768 Automation Parkway, San Jose, CA 95131
(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:
Item 1.01. Entry into a Material Definitive Agreement.
On March 1, 2006, JDS Uniphase Corporation (the Company) and Masood Jabbar entered into an indemnification agreement (the Indemnification Agreement), providing for the Company to indemnify Mr. Jabbar as a director of the Company.
A copy of the form of the Indemnification Agreement is attached hereto as Exhibit 10.19 and is incorporated by reference herein.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
On March 1, 2006 the board of directors of the Company appointed Masood Jabbar as a director of the Company. His membership on any committee of the Companys board of directors has not yet been determined. Mr. Jabbar will serve as one of the Companys Class II directors until the 2006 annual meeting of stockholders or until his earlier resignation or removal. Mr. Jabbar has been granted an option to purchase 40,000 shares of common stock of the Company, effective March 1, 2006 under the Companys 2003 Equity Incentive Plan at an exercise price per share of $3.17 and vesting monthly on a straight line basis over a three year period. Mr. Jabbar has also been granted 9,463 shares of restricted common stock of the Company, effective March 1, 2006 under the Companys 2003 Equity Incentive Plan at an exercise price per share of $3.17 and vesting annually on a straight line basis over a three year period.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The Bylaws of the Company were amended and restated effective March 1, 2006 (the Amended and Restated Bylaws) to increase the number of directors from nine (9) to ten (10) directors and to change the Companys principal place of business to 430 North McCarthy Boulevard, Milpitas, California 95035.
A copy of the Amended and Restated Bylaws incorporating the change in the authorized number of directors of the Company is attached hereto as Exhibit 3.5 and is incorporated by reference herein.
Item 7.01 Regulation FD Disclosure.
A copy of the Companys press release announcing the appointment of Mr. Jabbar to the Companys board of directors, attached hereto as Exhibit 99.1, is being furnished to, but shall not be deemed filed with, the Securities and Exchange Commission or incorporated by reference into the Companys filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.
Item 9.01. Financial Statements and Exhibits.
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.
March 2, 2006