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<TITLE>S-8 doc</TITLE>
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<p align="right"><font size="3" color="FF0000"><strong>
As filed with the Securities and Exchange Commission on September 28, 2000<br>
                                               Registration No. 333-________
</strong></font></p>

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<HR align=left SIZE=2 width="100%">
</DIV>
<DIV align=left>
<HR align=left SIZE=2 width="100%">
</DIV>

<p align="center"><font size="3"><strong>UNITED STATES</br>
SECURITIES AND EXCHANGE COMMISSION</br>
Washington, D.C. 20549</strong></font></p>

<HR align=center SIZE=2 width="25%">
<br>
<p align="center"><font size="5"><strong>FORM S-8</strong></center></font></p>
<HR align=center SIZE=2 width="25%">

<p align="center"><font size="3"><strong>
          REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


</strong></font></p>

<p align="center"><font size="5" color="#0000FF"><strong>
                           <u>JDS Uniphase Corporation</u>
</strong></font></br>
<font size="2">
      (Exact name of registrant as specified in its charter)

</font>

<P>&nbsp;
<TABLE COLS=2 WIDTH="100%" >
<TR>
<TD>
<font size="3"><strong>
<CENTER><u>Delaware</u></CENTER>
</font></strong>
</TD>
<TD>
<font size="3"><strong>
<CENTER><u>94-2579683</u></CENTER>
</font></strong>
</TD>
</TR>
<TR>
<TD>
<font size="2">
<CENTER>&nbsp; (State or other jurisdiction of incorporation or organization)&nbsp;</CENTER>
</font>
</TD>
<TD>
<font size="2">
<CENTER>(I.R.S. Employer Identification Number)</CENTER>
</font>
</TD>
</TR>
</TABLE>
<BR>

<p align="center"><font size="3"><strong>
                               163 Baypointe Parkway<br>
                           San Jose, CA &nbsp;&nbsp;95134<br>
                                  <u>(408) 434-1800
</strong></font></u><br>

<font size="2">
       (Address of registrant's principal executive offices)</P>

</font></p>

<p align="center"><font size="5" color="#0000FF"><strong>
                       <u>Epion Corporation 1996 Stock Option Plan</u>
</strong></font></br>
<font size="2">
      (Full title of the Plan)
</font></p>




<p align="center"><font size="3"><strong>
                              Michael C. Phillips, Esq.<br>
                  Senior Vice President, Business Development and<br>
                           General Counsel<br>
                             JDS Uniphase Corporation<br>
                               163 Baypointe Parkway<br>
                           San Jose, California 95134<br>
                              <u>(408) 434-1800<br>
</strong></font></u><br>

<font size="2">
          (Name, address and telephone number,<br>
                  including area code, of agent for service)
</font></p>

<p align="center"><font size="3"><strong>
                               <i>With a copy sent to:</i><br>
                           John W. Campbell III, Esq.<br>

                           Morrison &amp; Foerster LLP<br>
                                   425 Market Street<br>
                       San Francisco, California 94105-2482<br>
                                 (415) 268-7000</P>

</strong></font></p>


<p align="center"><font size="2"><strong>
                         CALCULATION OF REGISTRATION FEE
</strong>
<HR align=left SIZE=2 width="100%">

<P ALIGN="CENTER"><CENTER><TABLE BORDER=0 CELLSPACING=1 CELLPADDING=7 WIDTH=638>
<TR><TD WIDTH="25%" VALIGN="BOTTOM">
<P ALIGN="CENTER"><B><FONT SIZE=1>Title of Securities<br>
to be Registered</B></FONT></TD>
<TD WIDTH="15%" VALIGN="BOTTOM">
<B><FONT SIZE=1><P ALIGN="CENTER">Amount to be Registered (1)</B></FONT></TD>
<TD WIDTH="23%" VALIGN="BOTTOM">
<B><FONT SIZE=1><P ALIGN="CENTER">Proposed Maximum Offering Price Per Share (2)</B></FONT></TD>
<TD WIDTH="18%" VALIGN="BOTTOM">
<B><FONT SIZE=1><P ALIGN="CENTER">Proposed Maximum Aggregate Offering Price (2)</B></FONT></TD>
<TD WIDTH="20%" VALIGN="BOTTOM">
<B><FONT SIZE=1><P ALIGN="CENTER">Amount of Registration Fee </B></FONT></TD>
</TR>
<TR><TD WIDTH="25%" VALIGN="TOP">
<FONT SIZE=1><P>Epion Corporation 1996 Stock Option Plan</P>
<P>Common Stock ($.001 par value)</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<P ALIGN="CENTER"><FONT SIZE=1>91,682</FONT> </TD>
<TD WIDTH="23%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">$100.00(3)</FONT></TD>
<TD WIDTH="18%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">$9,186,200(3)</FONT></TD>
<TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=1><P ALIGN="CENTER">$2,425.16</FONT></TD>
</TR>
<TR><TD WIDTH="25%" VALIGN="TOP">
<FONT SIZE=1><P>Total</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="23%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="18%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="20%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>
</TABLE>
</CENTER></P>

<HR align=left SIZE=2 width="100%">

<FONT SIZE=1><P ALIGN="CENTER">&nbsp;</P><DIR>

<P>(1)&#9;Pursuant to the Agreement and Plan of Reorganization and Merger (the "Merger Agreement")
dated as of July&nbsp;14, 2000 by and among JDS Uniphase Corporation, JDSU Acquisition Two, Inc. and
Epion Corporation, JDS Uniphase Corporation assumed all of the outstanding options to purchase
Common Stock of Epion Corporation under the Plan referred to above, and such options become
exercisable to purchase shares of JDS Uniphase Corporation Common Stock, with appropriate
adjustments to the number of shares and exercise price of each assumed option.</P>
<P>(2)&#9;Estimated solely for purposes of calculating the registration fee in accordance with Rule
457(h) under the Securities Act of 1933, as amended (the "Securities Act").</P>
<P>(3)&#9;Computation based upon the fixed exercise prices of the options, all of which were
previously granted and as converted pursuant to the terms of the Merger Agreement.</P>
<P>&nbsp;</P></DIR>

</FONT><B><P ALIGN="CENTER">EXPLANATORY NOTE</P>
</B><P>This Registration Statement has been prepared in accordance with the requirements of
Form&nbsp;S-8 under the Securities Act to register 91,862 shares of Common
Stock of JDS Uniphase Corporation, a Delaware corporation (the "Registrant"), issuable to eligible
employees, directors, consultants and advisors under a certain employee benefit plan assumed by
Registrant upon the merger of Registrant's wholly owned subsidiary, JDSU Acquisition Two, Inc., a
Delaware corporation, with and into Epion Corporation, a Massachusetts corporation. The Plan was
previously an obligation of Epion Corporation and its subsidiaries. </P>
<B><P ALIGN="CENTER">PART I</P>
<P ALIGN="CENTER">INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</P>
</B><P>The information required by Part&nbsp;I of Form&nbsp;S-8 is included in documents sent or
given to participants in the Plan specified on the cover page of this Registration Statement,
pursuant to Rule&nbsp;428(b)(1) of the Securities Act. </P>
<B><P ALIGN="CENTER">PART II</P>
<P ALIGN="CENTER">INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</P>

<P>Item 3. Incorporation of Documents by Reference.</P>
</B><P>The Registrant is subject to the informational and reporting requirements of
Sections&nbsp;13(a), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") and in accordance therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). The following documents, which are filed with
the Commission, are incorporated in this Registration Statement by reference:</P>
<OL TYPE="a">
<OL TYPE="a">

<LI>The Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 2000
filed pursuant to Section 13(a) or 15(d) of the Exchange Act, containing audited financial
statements for the Registrant's latest fiscal year for which such statements have been filed. </LI>
<LI>All other reports filed pursuant to Section&nbsp;13(a) or 15(d) of the Exchange Act since the
end of the fiscal year covered by the Annual Report covered in (a) above. </LI>
<LI>The description of the Common Stock of the Registrant, $.001 par value per share ("Common
Stock"), contained in Registrant's Registration Statement on Form&nbsp;8-A, filed pursuant to
Section&nbsp;12(g) of the Exchange Act, including any amendment or report filed for the purpose of
updating such description. </LI></OL>
</OL>

<P>All documents filed or subsequently filed by the Registrant pursuant to Sections&nbsp;13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which
indicates that all securities described herein have been sold or which deregisters all securities
then remaining unsold, are incorporated by reference. </P>
<B><P>Item 4. Description of Securities.</P>
</B><P>Not applicable.</P>
<B><P>Item 5. Interests of Named Experts and Counsel.</P>
</B><P>Not applicable.</P>
<B><P>Item 6. Indemnification of Directors and Officers.</P>
</B><FONT FACE="CG Times"><P>Reference is made to Section 102(b)(7) of the Delaware General
Corporation Law (the "DGCL"), which permits a corporation in its certificate of incorporation or an
amendment thereto to eliminate or limit the personal liability of a director for violations of the
director's fiduciary duty, except (1) for any breach of the director's fiduciary duty of loyalty to
the corporation or its stockholders, (2) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (3) pursuant to Section 174 of the DGCL
(providing for liability of directors for unlawful payment of dividends or unlawful stock purchases
or redemptions), or (4) for any transaction from which the director derived an improper personal
benefit. The Registrant's Certificate of Incorporation contains provisions permitted by Section
102(b)(7) of the DGCL.</P>
<P>Reference is made to Section 145 of the DGCL which provides that a corporation may indemnify any
persons, including directors and officers, who are, or are threatened to be made, parties to any
threatened, pending or completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of such corporation), by
reason of the fact that such person is or was a director, officer, employee or agent of such
corporation, or is or was serving at the request of such corporation as a director, officer,
employee or agent of another corporation or enterprise. The indemnity may include expenses
(including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding, provided such director,
officer, employee or agent acted in good faith and in a manner he reasonably believed to be in or
not opposed to the corporation's best interests and, with respect to any criminal actions or
proceedings, had no reasonable cause to believe that his conduct was unlawful. A Delaware
corporation may indemnify directors and/or officers in an action or suit by or in the right of the
corporation under the same conditions, except that no indemnification is permitted without judicial
approval if the director or officer is adjudged to be liable to the corporation. Where a director or
officer is successful on the merits or otherwise in the defense of any action referred to above, the
corporation must indemnify him or her against the expenses which such director or officer actually
and reasonably incurred.</P>
<P>The Registrant's Amended and Restated Certificate of Incorporation provides indemnification of
directors and officers of the Registrant to the fullest extent permitted by the DGCL. The Registrant
has obtained liability insurance for each director and officer of the Registrant for certain losses
arising from claims or charges made against them while acting in their capacities as directors or
officers of the Registrant.</P>
</FONT><P>The above discussion of the Registrant's Certificate of Incorporation and Sections
102(b)(7) and 145 of the DGCL is not intended to be exhaustive and is qualified in its entirety by
such Certificate of Incorporation and statutes.</P>
<P>For information regarding the Registrant's undertaking to submit to adjudication the issue of
indemnification for violation of the securities laws, see Item 9 below.</P>
<B><P>Item 7. Exemption from Registration Claimed.</P>
</B><P>Not applicable.</P>
<B><P>Item 8. Exhibits.</P>
</B><P>&#9;The Exhibit Index immediately preceding the exhibits is incorporated herein by
reference.</P>
<B><P>Item 9. Undertakings.</P>
</B><P>(a)&#9;The undersigned Registrant hereby undertakes:</P>
<P>(1) &#9;To file, during any period in which offers or sales are being made, a post-effective
amendment to this Registration Statement:</P>
<P>&#9;(i)&#9;To include any prospectus required by section 10(a)(3) of the Securities Act;</P>
<P>&#9;(ii)&#9;To reflect in the prospectus any facts or events arising after the effective date of
this Registration Statement (or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of the securities offered would not exceed that which
was registered) and any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration Fee" table herein;
and</P>
<P>&#9;(iii)&#9;To include any material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material change to such information in
this Registration Statement;</P>
<P>Provided, however, that paragraphs (i) and (ii) do not apply if this Registration Statement is on
Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.</P>
<P>(2)&#9;That, for the purpose of determining any liability under the Securities Act, each such
post-effective amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed to be
the initial <I>bona fide</I> offering thereof.</P>
<P>(3)&#9;To remove from registration by means of post-effective amendment any of the securities
being registered which remain unsold at the termination of the offering.</P>
<P>(b)&#9;That, for purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d)
of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial <I>bona fide</I> offering
thereof.</P>
<P>(c)&#9;Insofar as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities (other that
the payment by the Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.</P>
<B><FONT SIZE=2><P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">SIGNATURES</P>
</B></FONT><FONT FACE="CG Times"><P ALIGN="JUSTIFY">Pursuant to the requirements of the Securities
Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of
California, on September 28, 2000.</P><DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>

</FONT><B><P>JDS UNIPHASE CORPORATION</P>
</B><P>By &#9;<U>/s/ Jozef Straus, Ph.D.</P><DIR>

</U><P>Jozef Straus, Ph.D., Co-Chairman of the Board of Directors and Chief Executive
Officer</P></DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>

<B><FONT SIZE=2><P ALIGN="CENTER">POWER OF ATTORNEY</P>
</B></FONT><FONT FACE="CG Times"><P ALIGN="JUSTIFY">KNOW ALL MEN BY THESE PRESENTS, that each person
whose signature appears below constitutes and appoints and hereby authorizes Jozef Straus, Ph.D. and
Anthony R. Muller, severally, such person's true and lawful attorneys-in-fact, with full power of
substitution or resubstitution, for such person and in such person's name, place and stead, in any
and all capacities, to sign on such person's behalf, individually and in each capacity stated below,
any and all amendments, including post-effective amendments to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact, full power and authority
to do and perform each and every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.</P>
<P ALIGN="JUSTIFY">Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the dates indicated.
</P></FONT>
<P ALIGN="CENTER"><CENTER><TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=633>
<TR><TD WIDTH="40%" VALIGN="TOP" HEIGHT=21>
<P><U><FONT SIZE=2>Name and Signatures</U></FONT></TD>
<TD WIDTH="36%" VALIGN="TOP" HEIGHT=21>
<U><FONT SIZE=2><P ALIGN="CENTER">Title</U></FONT></TD>
<TD WIDTH="24%" VALIGN="TOP" HEIGHT=21>
<U><FONT SIZE=2><P ALIGN="CENTER">Date</U></FONT></TD>
</TR>
</TABLE>
</CENTER></P>

<P ALIGN="CENTER"></P>
<P ALIGN="CENTER"><CENTER><TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=633>
<TR><TD WIDTH="38%" VALIGN="TOP" HEIGHT=21>
<P><U><FONT SIZE=2>/s/ Jozef Straus, Ph.D.</U><BR>
Jozef Straus, Ph.D.</FONT></TD>
<TD WIDTH="40%" VALIGN="TOP" HEIGHT=21>
<FONT SIZE=2><P ALIGN="CENTER">Chief Executive Officer and Co-Chairman of the Board of Directors
(Principle Executive Officer)</FONT></TD>
<TD WIDTH="23%" VALIGN="TOP" HEIGHT=21>
<FONT SIZE=2><P ALIGN="RIGHT">September 28, 2000</FONT></TD>
</TR>
<TR><TD WIDTH="38%" VALIGN="TOP" HEIGHT=21>
<U><FONT SIZE=2><P>/s/ Martin Kaplan</U><BR>
Martin Kaplan</FONT></TD>
<TD WIDTH="40%" VALIGN="TOP" HEIGHT=21>
<FONT SIZE=2><P ALIGN="CENTER">Co-Chairman of the Board of Directors</FONT></TD>
<TD WIDTH="23%" VALIGN="TOP" HEIGHT=21>
<FONT SIZE=2><P ALIGN="RIGHT">September 28, 2000</FONT></TD>
</TR>
<TR><TD WIDTH="38%" VALIGN="TOP" HEIGHT=21>
<U><FONT SIZE=2><P>/s/ Anthony R. Muller</U><BR>
Anthony R. Muller</FONT></TD>
<TD WIDTH="40%" VALIGN="TOP" HEIGHT=21>
<FONT SIZE=2><P ALIGN="CENTER">Executive Vice President, Chief Financial Officer and Secretary
(Principal Financial and Accounting Officer)</FONT></TD>
<TD WIDTH="23%" VALIGN="TOP" HEIGHT=21>
<FONT SIZE=2><P ALIGN="RIGHT">September 28, 2000</FONT></TD>
</TR>
<TR><TD WIDTH="38%" VALIGN="TOP" HEIGHT=21>
<U><FONT SIZE=2><P>/s/ Bruce D. Day</U><BR>
Bruce D. Day</FONT></TD>
<TD WIDTH="40%" VALIGN="BOTTOM" HEIGHT=21>
<FONT SIZE=2><P ALIGN="CENTER">Director</FONT></TD>
<TD WIDTH="23%" VALIGN="TOP" HEIGHT=21>
<FONT SIZE=2><P ALIGN="RIGHT">September 28, 2000</FONT></TD>
</TR>
<TR><TD WIDTH="38%" VALIGN="TOP" HEIGHT=21>
<U><FONT SIZE=2><P>/s/ Peter A. Guglielmi</U><BR>
Peter A. Guglielmi</FONT></TD>
<TD WIDTH="40%" VALIGN="TOP" HEIGHT=21>
<FONT SIZE=2><P ALIGN="CENTER">Director</FONT></TD>
<TD WIDTH="23%" VALIGN="TOP" HEIGHT=21>
<FONT SIZE=2><P ALIGN="RIGHT">September 28, 2000</FONT></TD>
</TR>
<TR><TD WIDTH="38%" VALIGN="TOP" HEIGHT=21>
<U><FONT SIZE=2><P>/s/ Robert E. Enos</U><BR>
Robert E. Enos</FONT></TD>
<TD WIDTH="40%" VALIGN="TOP" HEIGHT=21>
<FONT SIZE=2><P ALIGN="CENTER">Director</FONT></TD>
<TD WIDTH="23%" VALIGN="TOP" HEIGHT=21>
<FONT SIZE=2><P ALIGN="RIGHT">September 28, 2000</FONT></TD>
</TR>
<TR><TD WIDTH="38%" VALIGN="TOP" HEIGHT=21>
<U><FONT SIZE=2><P>/s/ John A. MacNaughton</U><BR>
John A. MacNaughton</FONT></TD>
<TD WIDTH="40%" VALIGN="TOP" HEIGHT=21>
<FONT SIZE=2><P ALIGN="CENTER">Director</FONT></TD>
<TD WIDTH="23%" VALIGN="TOP" HEIGHT=21>
<FONT SIZE=2><P ALIGN="RIGHT">September 28, 2000</FONT></TD>
</TR>
<TR><TD WIDTH="38%" VALIGN="TOP" HEIGHT=21>
<U><FONT SIZE=2><P>/s/ Wilson Sibbett, Ph.D.</U><BR>
Wilson Sibbett, Ph.D.</FONT></TD>
<TD WIDTH="40%" VALIGN="TOP" HEIGHT=21>
<FONT SIZE=2><P ALIGN="CENTER">Director</FONT></TD>
<TD WIDTH="23%" VALIGN="TOP" HEIGHT=21>
<FONT SIZE=2><P ALIGN="RIGHT">September 28, 2000</FONT></TD>
</TR>
<TR><TD WIDTH="38%" VALIGN="TOP" HEIGHT=21>
<U><FONT SIZE=2><P>/s/ Casimir S. Skrzypczak</U><BR>
Casimir S. Skrzypczak</FONT></TD>
<TD WIDTH="40%" VALIGN="TOP" HEIGHT=21>
<FONT SIZE=2><P ALIGN="CENTER">Director</FONT></TD>
<TD WIDTH="23%" VALIGN="TOP" HEIGHT=21>
<FONT SIZE=2><P ALIGN="RIGHT">September 28, 2000</FONT></TD>
</TR>
<TR><TD WIDTH="38%" VALIGN="TOP" HEIGHT=21>
<U><FONT SIZE=2><P>/s/ William J. Sinclair</U><BR>
William J. Sinclair</FONT></TD>
<TD WIDTH="40%" VALIGN="TOP" HEIGHT=21>
<FONT SIZE=2><P ALIGN="CENTER">Director</FONT></TD>
<TD WIDTH="23%" VALIGN="TOP" HEIGHT=21>
<FONT SIZE=2><P ALIGN="RIGHT">September 28, 2000</FONT></TD>
</TR>
<TR><TD WIDTH="38%" VALIGN="TOP" HEIGHT=21><P></P></TD>
<TD WIDTH="40%" VALIGN="TOP" HEIGHT=21><P></P></TD>
<TD WIDTH="23%" VALIGN="TOP" HEIGHT=21><P></P></TD>
</TR>
</TABLE>
</CENTER></P>

<P ALIGN="CENTER">EXHIBIT INDEX</P>
<TABLE CELLSPACING=0 BORDER=0 WIDTH=606>
<TR><TD WIDTH="12%" VALIGN="TOP">
<P><B><U>Exhibit No.</B></U></TD>
<TD WIDTH="88%" VALIGN="TOP">
<B><U><P ALIGN="CENTER">Description</B></U></TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="88%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP">
<P ALIGN="CENTER">5.1</TD>
<TD WIDTH="88%" VALIGN="TOP">
<P>Opinion of Morrison &amp; Foerster LLP</TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="88%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP">
<P ALIGN="CENTER">23.1</TD>
<TD WIDTH="88%" VALIGN="TOP">
<P>Consent of Morrison &amp; Foerster LLP (set forth in Exhibit 5.1)</TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="88%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP">
<P ALIGN="CENTER">23.2</TD>
<TD WIDTH="88%" VALIGN="TOP">
<P ALIGN="JUSTIFY">Consent of Ernst &amp; Young LLP, independent auditors</TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="88%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP">
<P ALIGN="CENTER">23.3</TD>
<TD WIDTH="88%" VALIGN="TOP">
<P ALIGN="JUSTIFY">Consent of Deloitte &amp; Touche LLP, independent auditors</TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="88%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP">
<P ALIGN="CENTER">23.4</TD>
<TD WIDTH="88%" VALIGN="TOP">
<P ALIGN="JUSTIFY">Consent of PricewaterhouseCoopers LLP, independent chartered accountants</TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="88%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP">
<P ALIGN="CENTER">23.5</TD>
<TD WIDTH="88%" VALIGN="TOP">
<P ALIGN="JUSTIFY">Consent of KPMG LLP, independent accountants</TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="88%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>
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<P ALIGN="JUSTIFY">Power of Attorney (included on signature page of this Registration
Statement)</TD>
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{"company-data": {"conformed-name": "JDS UNIPHASE CORP /CA/", "cik": "0000912093", "assigned-sic": "3674", "irs-number": "942579683", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-46846", "film-number": "731239"}, "business-address": {"street1": "163 BAYPOINTE PKWY", "city": "SAN JOSE", "state": "CA", "zip": "95134", "phone": "4084341800"}, "mail-address": {"street1": "163 BAYPOINTE PARKWAY", "city": "SAN JOSE", "state": "CA", "zip": "95134"}}
S-8 doc
As filed with the Securities and Exchange Commission on September 28, 2000
Registration No. 333-________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
JDS Uniphase Corporation
(Exact name of registrant as specified in its charter)
Delaware
94-2579683
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification Number)
163 Baypointe Parkway
San Jose, CA   95134
(408) 434-1800
(Address of registrant's principal executive offices)
Epion Corporation 1996 Stock Option Plan
(Full title of the Plan)
Michael C. Phillips, Esq.
Senior Vice President, Business Development and
General Counsel
JDS Uniphase Corporation
163 Baypointe Parkway
San Jose, California 95134
(408) 434-1800
(Name, address and telephone number,
including area code, of agent for service)
With a copy sent to:
John W. Campbell III, Esq.
Morrison & Foerster LLP
425 Market Street
San Francisco, California 94105-2482
(415) 268-7000
CALCULATION OF REGISTRATION FEE
Title of Securities
to be Registered
Amount to be Registered (1)
Proposed Maximum Offering Price Per Share (2)
Proposed Maximum Aggregate Offering Price (2)
Amount of Registration Fee
Epion Corporation 1996 Stock Option Plan
Common Stock ($.001 par value)
91,682
$100.00(3)
$9,186,200(3)
$2,425.16
Total
(1)	Pursuant to the Agreement and Plan of Reorganization and Merger (the "Merger Agreement")
dated as of July 14, 2000 by and among JDS Uniphase Corporation, JDSU Acquisition Two, Inc. and
Epion Corporation, JDS Uniphase Corporation assumed all of the outstanding options to purchase
Common Stock of Epion Corporation under the Plan referred to above, and such options become
exercisable to purchase shares of JDS Uniphase Corporation Common Stock, with appropriate
adjustments to the number of shares and exercise price of each assumed option.
(2)	Estimated solely for purposes of calculating the registration fee in accordance with Rule
457(h) under the Securities Act of 1933, as amended (the "Securities Act").
(3)	Computation based upon the fixed exercise prices of the options, all of which were
previously granted and as converted pursuant to the terms of the Merger Agreement.
EXPLANATORY NOTE
This Registration Statement has been prepared in accordance with the requirements of
Form S-8 under the Securities Act to register 91,862 shares of Common
Stock of JDS Uniphase Corporation, a Delaware corporation (the "Registrant"), issuable to eligible
employees, directors, consultants and advisors under a certain employee benefit plan assumed by
Registrant upon the merger of Registrant's wholly owned subsidiary, JDSU Acquisition Two, Inc., a
Delaware corporation, with and into Epion Corporation, a Massachusetts corporation. The Plan was
previously an obligation of Epion Corporation and its subsidiaries.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I of Form S-8 is included in documents sent or
given to participants in the Plan specified on the cover page of this Registration Statement,
pursuant to Rule 428(b)(1) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant is subject to the informational and reporting requirements of
Sections 13(a), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") and in accordance therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). The following documents, which are filed with
the Commission, are incorporated in this Registration Statement by reference:
The Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 2000
filed pursuant to Section 13(a) or 15(d) of the Exchange Act, containing audited financial
statements for the Registrant's latest fiscal year for which such statements have been filed.
All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the
end of the fiscal year covered by the Annual Report covered in (a) above.
The description of the Common Stock of the Registrant, $.001 par value per share ("Common
Stock"), contained in Registrant's Registration Statement on Form 8-A, filed pursuant to
Section 12(g) of the Exchange Act, including any amendment or report filed for the purpose of
updating such description.
All documents filed or subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which
indicates that all securities described herein have been sold or which deregisters all securities
then remaining unsold, are incorporated by reference.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Reference is made to Section 102(b)(7) of the Delaware General
Corporation Law (the "DGCL"), which permits a corporation in its certificate of incorporation or an
amendment thereto to eliminate or limit the personal liability of a director for violations of the
director's fiduciary duty, except (1) for any breach of the director's fiduciary duty of loyalty to
the corporation or its stockholders, (2) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (3) pursuant to Section 174 of the DGCL
(providing for liability of directors for unlawful payment of dividends or unlawful stock purchases
or redemptions), or (4) for any transaction from which the director derived an improper personal
benefit. The Registrant's Certificate of Incorporation contains provisions permitted by Section
102(b)(7) of the DGCL.
Reference is made to Section 145 of the DGCL which provides that a corporation may indemnify any
persons, including directors and officers, who are, or are threatened to be made, parties to any
threatened, pending or completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of such corporation), by
reason of the fact that such person is or was a director, officer, employee or agent of such
corporation, or is or was serving at the request of such corporation as a director, officer,
employee or agent of another corporation or enterprise. The indemnity may include expenses
(including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding, provided such director,
officer, employee or agent acted in good faith and in a manner he reasonably believed to be in or
not opposed to the corporation's best interests and, with respect to any criminal actions or
proceedings, had no reasonable cause to believe that his conduct was unlawful. A Delaware
corporation may indemnify directors and/or officers in an action or suit by or in the right of the
corporation under the same conditions, except that no indemnification is permitted without judicial
approval if the director or officer is adjudged to be liable to the corporation. Where a director or
officer is successful on the merits or otherwise in the defense of any action referred to above, the
corporation must indemnify him or her against the expenses which such director or officer actually
and reasonably incurred.
The Registrant's Amended and Restated Certificate of Incorporation provides indemnification of
directors and officers of the Registrant to the fullest extent permitted by the DGCL. The Registrant
has obtained liability insurance for each director and officer of the Registrant for certain losses
arising from claims or charges made against them while acting in their capacities as directors or
officers of the Registrant.
The above discussion of the Registrant's Certificate of Incorporation and Sections
102(b)(7) and 145 of the DGCL is not intended to be exhaustive and is qualified in its entirety by
such Certificate of Incorporation and statutes.
For information regarding the Registrant's undertaking to submit to adjudication the issue of
indemnification for violation of the securities laws, see Item 9 below.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The Exhibit Index immediately preceding the exhibits is incorporated herein by
reference.
Item 9. Undertakings.
(a)	The undersigned Registrant hereby undertakes:
(1) 	To file, during any period in which offers or sales are being made, a post-effective
amendment to this Registration Statement:
(i)	To include any prospectus required by section 10(a)(3) of the Securities Act;
(ii)	To reflect in the prospectus any facts or events arising after the effective date of
this Registration Statement (or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of the securities offered would not exceed that which
was registered) and any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration Fee" table herein;
and
(iii)	To include any material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material change to such information in
this Registration Statement;
Provided, however, that paragraphs (i) and (ii) do not apply if this Registration Statement is on
Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2)	That, for the purpose of determining any liability under the Securities Act, each such
post-effective amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed to be
the initial
bona fide
offering thereof.
(3)	To remove from registration by means of post-effective amendment any of the securities
being registered which remain unsold at the termination of the offering.
(b)	That, for purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d)
of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide
offering
thereof.
(c)	Insofar as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities (other that
the payment by the Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of
California, on September 28, 2000.
JDS UNIPHASE CORPORATION
By
/s/ Jozef Straus, Ph.D.
Jozef Straus, Ph.D., Co-Chairman of the Board of Directors and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person
whose signature appears below constitutes and appoints and hereby authorizes Jozef Straus, Ph.D. and
Anthony R. Muller, severally, such person's true and lawful attorneys-in-fact, with full power of
substitution or resubstitution, for such person and in such person's name, place and stead, in any
and all capacities, to sign on such person's behalf, individually and in each capacity stated below,
any and all amendments, including post-effective amendments to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact, full power and authority
to do and perform each and every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the dates indicated.
Name and Signatures
Title
Date
/s/ Jozef Straus, Ph.D.
Jozef Straus, Ph.D.
Chief Executive Officer and Co-Chairman of the Board of Directors
(Principle Executive Officer)
September 28, 2000
/s/ Martin Kaplan
Martin Kaplan
Co-Chairman of the Board of Directors
September 28, 2000
/s/ Anthony R. Muller
Anthony R. Muller
Executive Vice President, Chief Financial Officer and Secretary
(Principal Financial and Accounting Officer)
September 28, 2000
/s/ Bruce D. Day
Bruce D. Day
Director
September 28, 2000
/s/ Peter A. Guglielmi
Peter A. Guglielmi
Director
September 28, 2000
/s/ Robert E. Enos
Robert E. Enos
Director
September 28, 2000
/s/ John A. MacNaughton
John A. MacNaughton
Director
September 28, 2000
/s/ Wilson Sibbett, Ph.D.
Wilson Sibbett, Ph.D.
Director
September 28, 2000
/s/ Casimir S. Skrzypczak
Casimir S. Skrzypczak
Director
September 28, 2000
/s/ William J. Sinclair
William J. Sinclair
Director
September 28, 2000
EXHIBIT INDEX
Exhibit No.
Description
5.1
Opinion of Morrison & Foerster LLP
23.1
Consent of Morrison & Foerster LLP (set forth in Exhibit 5.1)
23.2
Consent of Ernst & Young LLP, independent auditors
23.3
Consent of Deloitte & Touche LLP, independent auditors
23.4
Consent of PricewaterhouseCoopers LLP, independent chartered accountants
23.5
Consent of KPMG LLP, independent accountants
24.1
Power of Attorney (included on signature page of this Registration
Statement)