8-K/ASecurities & Listing

COHERENT CORP. 8-K/A Report, Unregistered Securities Sale (Jan 11, 2010)

Filed January 11, 2010For Securities:COHR

Summary

This filing is an amendment to a previous Form 8-K from II-VI Incorporated (now Coherent Corp.), originally filed on January 4, 2010. The amendment, dated January 11, 2010, provides further details on the unregistered sale of equity securities related to the acquisition of Photop Technologies, Inc. Specifically, II-VI issued approximately 1,146,000 shares of its common stock to Photop's former shareholders as part of the merger agreement dated December 28, 2009. This issuance of shares was conducted in reliance on exemptions from registration requirements under the Securities Act of 1933, utilizing Section 4(2) and Regulation D for U.S. shareholders and Regulation S for international shareholders, based on representations received from these shareholders. Investors should note that this was a non-registered offering of securities, implying that the shares were not registered with the SEC for public sale at the time of issuance.

Key Highlights

  • 1II-VI Incorporated (now Coherent Corp.) amended its Form 8-K filing on January 11, 2010.
  • 2The amendment provides details regarding the acquisition of Photop Technologies, Inc., which was agreed upon on December 28, 2009.
  • 3II-VI issued approximately 1,146,000 shares of its common stock to former Photop shareholders.
  • 4The issuance of shares was conducted as an unregistered sale of equity securities.
  • 5The company relied on exemptions under Section 4(2) of the Securities Act of 1933 and Rule 506 of Regulation D for U.S. Photop shareholders.
  • 6For Photop shareholders residing outside the United States, the company relied on Regulation S of the Securities Act of 1933.
  • 7The reliance on these exemptions was based on representations made by the Photop shareholders.

Frequently Asked Questions

The primary purpose of this amended Form 8-K filing is to provide further specific details about the unregistered sale of equity securities issued by II-VI Incorporated (now Coherent Corp.) in connection with its acquisition of Photop Technologies, Inc. It clarifies the number of shares issued and the legal basis for the unregistered offering.

II-VI Incorporated issued approximately 1,146,000 shares of its common stock to the former holders of the ordinary shares of Photop Technologies, Inc. as part of the merger agreement.

No, these shares were not registered with the SEC. II-VI Incorporated issued them in reliance on exemptions from registration requirements under the Securities Act of 1933, specifically Section 4(2) and Regulation D for U.S. shareholders, and Regulation S for non-U.S. shareholders.

For investors in II-VI (Coherent Corp.), this means that the shares issued to Photop shareholders were not subject to the standard registration process, which provides extensive disclosures. The acquisition was structured to avoid this registration, often done to streamline transactions or when the recipients are considered sophisticated investors who can assess risks without full SEC registration.