COHERENT, INC. Item 2.02. Results of Operations and Financial Condition
On
The information contained in this Current Report on Form 8-K and in the accompanying exhibit are "furnished" and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.
NON-GAAP FINANCIAL MEASURES: Coherent utilizes a number of different financial measures, both GAAP and non-GAAP, in analyzing and assessing its overall business performance, for making operating decisions and for forecasting and planning future periods. Coherent considers the use of non-GAAP financial measures helpful in assessing its current financial performance, ongoing operations and prospects for the future. Ongoing operations are the ongoing revenue and expenses of the business, excluding certain costs and expenses that Coherent does not anticipate to recur on a quarterly basis or which do not reflect ongoing operations. While Coherent uses non-GAAP financial measures as a tool to enhance its understanding of certain aspects of its financial performance, Coherent does not consider these measures to be a substitute for, or superior to, the information provided by GAAP financial measures. Consistent with this approach, Coherent believes that disclosing non-GAAP financial measures to the readers of its financial statements provides such readers with useful supplemental data that, while not a substitute for GAAP financial measures, allows for greater transparency in the review of its financial and operational performance. In assessing the overall health of its business, Coherent excluded items in the following general categories described below:
Net income and net income per diluted share. Coherent has excluded certain recurring and non-recurring items in order to enhance investors' understanding of its ongoing operations and to compare these results across multiple fiscal periods, particularly where a one-time event may have an impact in one fiscal quarter and not another.
Each of the non-GAAP financial measures described above should not be considered in isolation from, or as a substitute for, a measure of financial performance prepared in accordance with GAAP. Further, investors are cautioned that there are inherent limitations associated with the use of each of these non-GAAP financial measures as an analytical tool. In particular, these non-GAAP financial measures are not based on a comprehensive set of accounting rules or principles and many of the adjustments to the GAAP financial measures reflect the exclusion of items that are recurring and will be reflected in Coherent's financial results for the foreseeable future. In addition, other companies, including other companies in Coherent's industry, may calculate non-GAAP financial measures differently than Coherent does, limiting their usefulness as a comparative tool.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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Item5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On and effective as of
The foregoing summary of the Amended By-Laws is qualified in its entirety by reference to, and should be read in conjunction with, the complete text of the Amended By-Laws, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Important Information and Where to Find It
This communication is being made in respect of a proposed business combination
involving Lumentum Holdings Inc. ("Lumentum") and Coherent. In connection with
the proposed transaction, Lumentum will file with the
Participants in the Solicitation
Coherent or Lumentum and their respective directors and executive officers may
be deemed to be participants in the solicitation of proxies in respect of the
proposed transaction. Information regarding Coherent's directors and executive
officers, including a description of their direct interests, by security
holdings or otherwise, is contained in Coherent's proxy statement for its 2020
annual meeting of stockholders which was filed with the
No Offer or Solicitation
This communication is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote of approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Cautionary Note Regarding Forward-Looking Statements
This communication contains "forward-looking statements" within the meaning of
the federal securities laws, including Section 27A of the Securities Act and
Section 21E of the Exchange Act. These forward-looking statements are based on
Coherent's and Lumentum's current expectations, estimates and projections about
the expected date of closing of the proposed transaction and the potential
benefits thereof, its business and industry, management's beliefs and certain
assumptions made by Coherent and Lumentum, all of which are subject to change.
In this context, forward-looking statements often address expected future
business and financial performance and financial condition, and often contain
words such as "expect," "anticipate," "intend," "plan," "believe," "could,"
"seek," "see," "will," "may," "would," "might," "potentially," "estimate,"
"continue," "expect," "target," similar expressions or the negatives of these
words or other comparable terminology that convey uncertainty of future events
or outcomes. All forward-looking statements by their nature address matters that
involve risks and uncertainties, many of which are beyond our control, and are
not guarantees of future results, such as statements about the consummation of
the proposed transaction and the anticipated benefits thereof. These and other
forward-looking statements are not guarantees of future results and are subject
to risks, uncertainties and assumptions that could cause actual results to
differ materially from those expressed in any forward-looking statements.
Accordingly, there are or will be important factors that could cause actual
results to differ materially from those indicated in such statements and,
therefore, you should not place undue reliance on any such statements and
caution must be exercised in relying on forward-looking statements. Important
risk factors that may cause such a difference include, but are not limited to:
(i) the completion of the proposed transaction on anticipated terms and timing,
including obtaining stockholder and regulatory approvals, anticipated tax
treatment, unforeseen liabilities, future capital expenditures, revenues,
expenses, earnings, synergies, economic performance, indebtedness, financial
condition, losses, future prospects, business and management strategies for the
management, expansion and growth of Coherent's and Lumentum's businesses and
other conditions to the completion of the transaction; (ii) failure to realize
the anticipated benefits of the proposed transaction, including as a result of
delay in completing the transaction or integrating the businesses of Coherent
and Lumentum; (iii) the impact of the COVID-19 pandemic and related private and
public sector measures on Coherent's business and general economic conditions;
(iv) risks associated with the recovery of global and regional economies from
the negative effects of the COVID-19 pandemic and related private and public
sector measures; (v) Coherent's and Lumentum's ability to implement its business
strategy; (vi) pricing trends, including Coherent's and Lumentum's ability to
achieve economies of scale; (vii) potential litigation relating to the proposed
transaction that could be instituted against Coherent, Lumentum or their
respective directors; (viii) the risk that disruptions from the proposed
transaction will harm Coherent's or Lumentum's business, including current plans
and operations; (ix) the ability of Coherent or Lumentum to retain and hire key
personnel; (x) potential adverse reactions or changes to business relationships
resulting from the announcement or completion of the proposed transaction; (xi)
uncertainty as to the long-term value of Lumentum common stock; (xii)
legislative, regulatory and economic developments affecting Coherent's and
Lumentum's businesses; (xiii) general economic and market developments and
conditions; (xiv) the evolving legal, regulatory and tax regimes under which
Coherent and Lumentum operate; (xv) potential business uncertainty, including
changes to existing business relationships, during the pendency of the merger
that could affect Coherent's and/or Lumentum's financial performance; (xvi)
restrictions during the pendency of the proposed transaction that may impact
Coherent's or Lumentum's ability to pursue certain business opportunities or
strategic transactions; (xvii) unpredictability and severity of catastrophic
events, including, but not limited to, acts of terrorism or outbreak of war or
hostilities, as well as Coherent's and Lumentum's response to any of the
aforementioned factors; (xviii) geopolitical conditions, including trade and
national security policies and export controls and executive orders relating
thereto, and worldwide government economic policies, including trade relations
between
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. Description
Second Amended and Restated By-Laws of Coherent, Inc. , effective as
3.1 of January 18, 2021 .
99.1 Press Release, dated January 19, 2021 .
Cover Page Interactive Data File (embedded within the Inline XBRL
104 document).© Edgar Online, source
