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Technology Stocks : SDL, Inc. [Nasdaq: SDLI] -- Ignore unavailable to you. Want to Upgrade?

To: pat mudge who wrote (1053)	3/29/2000 2:00:00 AM
From: Glenn McDougall	Read Replies (1) \| Respond to of 3951

This from the JDSU amendment to authorize additional shares from 600 million to 3 billion earlier this year. Regards Glenn POTENTIAL ANTI-TAKEOVER EFFECT The proposed Amendment could, under certain circumstances, have an anti-takeover effect, although this is not the intention of the Proposal. The increased number of authorized shares of Common Stock could discourage, or be used to impede, an attempt to acquire or otherwise change control of the Company. The private placement of shares of Common Stock into "friendly" hands, for example, could dilute the voting strength of a party seeking control of the Company. Furthermore, many companies, including the Company, have issued warrants or other rights to acquire additional shares of Common Stock to the holders of its Common Stock to discourage or defeat unsolicited share accumulation programs and acquisition proposals, which programs or proposals may be viewed by the Board of Directors as not in the best interest of the Company and the Stockholders. Each outstanding share of Common Stock includes one-quarter of a right. Each right entitles the registered holder, subject to the terms of the rights agreement, to purchase from the Company one unit, equal to one one-thousandth of a share of the Company's Series B Preferred Stock, at a purchase price of $600 per unit, subject to adjustment. The rights are attached to all certificates representing outstanding shares of the Company's Common Stock, and no separate rights certificates have been distributed. The purchase price is payable in cash or by certified or bank check or money order payable to the order of the Company. The Company's subsidiary, JDS Uniphase Canada Ltd., has adopted an equivalent rights plan with respect to its Exchangeable Shares. Although the Company has no present intent to use the additional authorized shares of Common Stock for such purposes, if the Amendment is adopted, more capital stock of the Company would be available for such purposes than is currently available. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE PROPOSAL TO AMENDED THE COMPANY'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK Regards Glenn