JDS Uniphase Corporation is a provider of fiber optic components and modules which form the building blocks for fiber optic networks.
The Complaint charges JDS Uniphase, certain of its officers and directors and its controlling shareholder with violations of the Securities Exchange Act of 1934. The Complaint alleges that during the Class Period, Defendants were motivated to inflate the value of JDS Uniphase stock so that the Company could make acquisitions using stock and so the individual Defendants, who are the top officers and directors of JDS Uniphase, could sell their shares. During the Class Period, Defendants represented that demand was accelerating and the Company's only problem was its ability to manufacture enough product to meet demand. Defendants represented that they had outstanding visibility, including demand for the Company's products through the end of fiscal 2001 ("F01," ended on 6/30/01), and that JDS Uniphase had 80 engineers whose job it was to monitor customers and their inventory levels and as a result, JDS Uniphase would learn about any slowdown in demand early. The Company also misrepresented the success of its largest acquisitions, including Optical Coating Labs, Cronos Integrated Microsystems, E-Tek Dynamics and SDL Inc. As a result of these positive statements, JDS Uniphase stock traded as high as $146.32.
The individual Defendants (all of whom were top officers and directors of the Company) and its controlling shareholder took advantage of the inflation, selling or disposing of 25.2 million shares of their JDS Uniphase stock for proceeds of $2.1 billion. Then, on July 26, 2001, JDS Uniphase announced the restatement of its 3rdQ F01 results, the write-off of $44 billion in goodwill associated with its acquisitions, inventory write-downs and that F01 EPS would be only $0.16 and that it would incur a loss of $0.15 in F02. On this news, JDS Uniphase shares dropped to as low as $7.90 -- or more than 94% lower than the Class Period high of $146.32.
According to the Company’s Form 10-Q for the quarterly period ended March 31, 2007, on July 26, 2002, the Northern District of California consolidated all the securities actions then filed in or transferred to that court under the title In re JDS Uniphase Corporation Securities Litigation, Master File No. C-02-1486 CW, and appointed the Connecticut Retirement Plans and Trust Funds as lead Plaintiff. In January 2005, the Court denied the motion to dismiss claims against the Company, Jozef Straus, Anthony R. Muller, and Charles Abbe, and granted in part and denied in part the motion to dismiss claims against Kevin Kalkhoven. Defendants subsequently filed answers denying liability for the claims asserted against them. On December 21, 2005, the Court granted Plaintiffs’ motion for class certification. Fact and expert discovery in In re JDS Uniphase Corporation Securities Litigation is substantially complete. Each party has noticed and taken depositions of experts and both party and non-party witnesses. On April 26, 2007, Defendants moved for summary judgment on all claims against them. Those motions were scheduled to be heard on July 26, 2007. The next case management conference was also scheduled for July 26, 2007, and trial was set to begin on October 1, 2007.
On August 24, 2007, the Court issued the Order granting in part and denying in part the Defendants JDS, Straus, Muller and Abbe's Motion For Summary Judgment. Further, according to the Order, the Court grants in part and denies in part Defendant Kalkhoven's Motion For Summary Judgment. The Court defers ruling on the Plaintiffs' Cross-Motion For Partial Summary Judgment.
In an article dated October 24, 2007, as a trial over the alleged securities fraud at JDS Uniphase kicked off on Tuesday, attorneys representing investors reportedly argued that the beleaguered telecommunications company shielded evidence of plummeting sales even as its top officers and directors cashed their shares, reaping billions of dollars in profits. … The trial – which stems from a securities class action filed by investors – is expected to last for 19 days, Dow Jones said, citing LaMarr.
According to a press release dated November 27, 2007, a jury found Tuesday that JDS Uniphase and four former executives are not liable for shareholders' losses in the dot-com meltdown because the Company could not have foreseen its staggering losses. The jury in U.S. District Court for the Northern District of California returned a unanimous verdict clearing the Milpitas-based maker of fiber-optic networking equipment and its executives of all allegations of securities fraud and insider trading, JDS Uniphase said in a statement. "The jury concluded that while things for the company went sour in 2001, people on the inside did not know it was coming," lawyer Michael Shepard, who represents [the] former chief executive.
According to the Judgment signed by U.S. District Judge Claudia Wilken on March 21, 2008, this action came on for trial before the Court and a jury. Based on the Court's earlier orders and the jury's verdict, the Court now issues its final judgment. It is hereby ordered and adjudged that: (1) Plaintiffs take nothing; (2) the action is dismissed on the merits; and (3) Defendants shall recover of Plaintiffs their costs of action.
