UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) November 20, 2013 (September 12, 2013)
II-VI Incorporated
(Exact Name of Registrant as Specified in Its Charter)
Pennsylvania
(State or Other Jurisdiction
of Incorporation)
| 0-16195 | 25-1214948 | |
| (Commission File Number) |
(IRS Employer Identification No.) |
| 375 Saxonburg Boulevard, Saxonburg, Pennsylvania | 16056 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(724) 352-4455
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Explanatory Note
This Current Report on Form 8-K/A (this “Amendment”) hereby amends and supplements the Current Report on Form 8-K of II-VI Incorporated (“II-VI”) originally filed with the Securities and Exchange Commission on September 12, 2013, in which II-VI disclosed that it had entered into a Share and Asset Purchase Agreement by which II-VI Holdings B.V., a Netherland corporation and wholly owned subsidiary of II-VI, had acquired all of the issued and outstanding shares of capital stock of Oclaro Switzerland GmbH, a limited liability company formed under the laws of the Swiss Confederation, as well as certain assets of Oclaro Technology LTD., used in the semiconductor laser business (collectively, the “Business”).
This Amendment is being filed to provide certain financial information, listed below, in accordance with Item 9.01 of Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
| (a) | Financial Statements of the Business Acquired |
Audited combined abbreviated financial statements of the semiconductor laser business of Oclaro, Inc., as of and for the twelve months ended June 29, 2013, as required by this Item 9.01(a), are attached as Exhibit 99.1 to this Current Report on Form 8-K/A and are incorporated herein by this reference.
| (b) | Pro Forma Financial Information |
Unaudited Pro Forma Condensed Combined Balance Sheet of II-VI Incorporated as of June 30, 2013 and the Unaudited Pro Forma Condensed Combined Statement of Earnings of II-VI Incorporated for the year ended June 30, 2013 and the notes to such unaudited pro forma condensed combined financial statements, as required by this Item 9.01(b), are attached as Exhibit 99.2 to this Current Report on Form 8-K/A and are incorporated herein by this reference.
| (d) | Exhibits |
| Exhibit |
Description | |
| 23.1 | Consent of Grant Thornton LLP, Oclaro, Inc. Independent Auditors. | |
| 99.1 | Audited Combined Abbreviated Financial Statements of the semiconductor laser business of Oclaro, Inc. as of and for the twelve-months ended June 29, 2013. | |
| 99.2 | Unaudited Pro Forma Condensed Combined Financial Statements of II-VI Incorporated for the year ended June 30, 2013. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| II-VI INCORPORATED | ||||||
| (Registrant) | ||||||
| Date: November 20, 2013 | By: | /s/ Francis J. Kramer | ||||
| Francis J. Kramer | ||||||
| President and Chief Executive Officer | ||||||
| Date: November 20, 2013 | By: | /s/ Craig A. Creaturo | ||||
| Craig A. Creaturo | ||||||
| Chief Financial Officer and Treasurer | ||||||
EXHIBIT INDEX
| Exhibit |
Description | |
| 23.1 | Consent of Grant Thornton LLP, Oclaro, Inc. Independent Auditors. | |
| 99.1 | Audited Combined Abbreviated Financial Statements of the semiconductor laser business of Oclaro, Inc. as of and for the twelve-months ended June 29, 2013. | |
| 99.2 | Unaudited Pro Forma Condensed Combined Financial Statements of II-VI Incorporated for the year ended June 30, 2013. | |