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EX-3.5 - AMENDED AND RESTATED BYLAWS - VIAVI SOLUTIONS INC.d400510dex35.htm

 

 

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): August 21, 2012 (August 16, 2012)

 

 

JDS UNIPHASE CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware   000-22874   94-2579683

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification Number)

430 North McCarthy Boulevard,

Milpitas, CA

  95035
(Address of Principal Executive Offices)   (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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

(a) On August 16, 2012, in connection with the retirement of Kevin Kennedy from the Board of Directors (the “Board”) of JDS Uniphase Corporation (the “Company”), the Board approved an amendment to the Company’s Amended and Restated Bylaws (the “Bylaw Amendment”) to decrease the number of directors from eight (8) to seven (7), effective August 16, 2012. Mr. Kennedy’s retirement was previously disclosed in a Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on August 14, 2012.

The above description is qualified in its entirety by reference to the full text of the Company’s Amended and Restated Bylaws, which are attached hereto as Exhibit 3.5 and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.    Description
3.5    Amended and Restated Bylaws of JDS Uniphase Corporation, effective as of August 16, 2012.


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.

 

JDS Uniphase Corporation
By:  

/s/ Andrew Pollack

Andrew Pollack

Senior Vice President, General Counsel and Secretary

August 21, 2012