Item 2.01 Completion of Acquisition or Disposition of Assets.
On
Merger Consideration
Pursuant to the terms and conditions of the Merger Agreement, at the effective
time of the Merger (the "Effective Time"), each share of common stock of
Coherent, par value
(A)
(B) 0.91 of a validly issued, fully paid and nonassessable share of Common Stock of II-VI, no par value per share ("II-VI Common Stock") (such ratio, the "Exchange Ratio").
Pursuant to the terms of the Merger Agreement, each Coherent restricted stock
unit award (a "Coherent RSU"), other than Director RSUs (as defined below),
outstanding immediately prior to the Effective Time was automatically converted
into time-based restricted stock units denominated in shares of II-VI Common
Stock, entitling the holder to receive, upon settlement, a number of shares
II-VI Common Stock equal to the number of shares of Coherent Common Stock
subject to the Coherent RSU multiplied by the sum of (A) the Exchange Ratio, and
(B) the quotient obtained by dividing the Cash Consideration by the volume
weighted average price of a share of II-VI Common Stock for a 10 trading day
period ending prior to the Closing Date. For Coherent RSUs subject to
performance-based vesting conditions and metrics, the number of shares of II-VI
Common Stock subject to the converted Coherent RSUs was determined after giving
effect to the Coherent
Each Coherent RSU granted to a non-employee member of Coherent's Board of Directors ("Director RSUs") (whether or not vested) that is outstanding immediately prior to the Effective Time, automatically vested in full and was cancelled and converted into the right to receive the Merger Consideration as if such Director RSU had been settled in shares of Coherent Common Stock immediately prior to the Effective Time.
The foregoing description of the Merger Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which was filed as Exhibit 2.1 . . .
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
The information contained in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.
On
In addition, the Company intends to file a certification on Form 15 with the
Item 3.03 Material Modification to Rights of Security Holders.
The information contained in Item 2.01, Item 3.01 and Item 5.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Item 5.01 Changes in Control of Registrant.
The information contained in Item 2.01, Item 3.01 and Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
As a result of the consummation of the Merger on
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information contained in Item 2.01 and Item 5.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.
As a result of the Merger, each of
As of the Effective Time, each of the Company's executive officers as of immediately prior to the Effective Time ceased to be officers of the Company, and the officers of Merger Sub became the officers of the Company.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Pursuant to the Merger Agreement, effective as of the Effective Time, the certificate of incorporation and the bylaws of the Company were amended and restated in their entirety to be in the form of the certificate of incorporation and bylaws of Merger Sub in effect as of immediately prior to the Effective Time, subject to certain changes as set forth in the Merger Agreement. Copies of the amended and restated certificate of incorporation and amended and restated bylaws are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 8.01 Other Events.
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 2.1* Agreement and Plan of Merger, dated as ofMarch 25, 2021 , by and amongCoherent, Inc. , II-VI Incorporated andWatson Merger Sub Inc. (incorporated by reference to Exhibit 2.1 of the Company's Current Report on Form 8-K filed with theSEC onMarch 25, 2021 ). 3.1 Amended and Restated Certificate of Incorporation ofCoherent, Inc. 3.2 Amended and Restated Bylaws ofCoherent, Inc. 99.1 Joint Press Release, datedJuly 1, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The
Company hereby undertakes to furnish supplementally a copy of any omitted
schedule upon request by the
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