SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
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 4, 2002
II-VI INCORPORATED
(Exact name of registrant as specified in its charter)
Pennsylvania 0-16195 25-1214948
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification Number)
incorporation)
375 Saxonburg Boulevard, Saxonburg, Pennsylvania 16056
(Address of principal executive offices) (ZIP Code)
Registrant's telephone number, including area code: 724-352-4455
Former name or former address, if changed, since last report:
Not Applicable
Item 5. Other Events
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On November 4, 2002, II-VI Incorporated (the "Company") issued
a press release entitled, "II-VI Incorporated Announces Shareholders'
Meeting Results and Board of Director Committees".
The full text of the Company's press release is filed as
Exhibit 99 to this Current Report on Form 8-K and is incorporated herein
by reference.
Item 7. Financial Statements and Exhibits
---------------------------------
Exhibit No. Description
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99 Press Release
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 thereunto duly authorized.
II-VI INCORPORATED
(Registrant)
Date: November 4, 2002 By: /s/ Carl J. Johnson
Chairman & Chief Executive Officer
Date: November 4, 2002 By: /s/ Craig A. Creaturo
Treasurer
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
99 Press Release
November 4, 2002 Craig A. Creaturo
Treasurer
(724) 352-4455
ccreaturo@ii-vi.com
II-VI Homepage: www.ii-vi.com
II-VI Incorporated Announces Shareholders' Meeting Results
and Board of Director Committees
PITTSBURGH, PA - November 4, 2002 - II-VI Incorporated (NASDAQ NMS:
IIVI) announced today the results of its Annual Meeting of Shareholders
held on November 1, 2002. Elected to the Company's Board of Directors
for the first-time were Marc Y.E. Pelaez, retired Rear Admiral of the
United States Navy, and Joseph J. Corasanti, President and Chief
Operating Officer of CONMED Corporation. Re-elected to the Company's
Board of Directors were Dr. Carl J. Johnson, Chairman and Chief
Executive Officer of II-VI Incorporated and Thomas E. Mistler, President
and Chief Executive Officer of ESCO Holding Corp. and Engineered
Arresting Systems Corporation. Rear Admiral Pelaez was elected to a
one-year term to expire in 2003. Mr. Corasanti, Dr. Johnson and
Mr. Mistler were each elected to three-year terms to expire in 2005.
The four newly elected directors join existing directors Francis J.
Kramer, President and Chief Operating Officer of II-VI Incorporated,
Duncan A.J. Morrison, Chairman of ARRI Canada Ltd., and Peter W.
Sognefest, Vice-Chairman of Xymox Technologies, Inc.
In addition to the election of directors, the shareholders of the
Company also ratified the Board of Directors' selection of Deloitte &
Touche LLP as auditors of the Company for the fiscal year ending June
30, 2003 and rejected a shareholder proposal regarding the Company's
Shareholder Rights Plan.
Immediately following this election, the Company's Board of Directors
appointed the following directors to serve as members of the various
committees of the Board of Directors:
- Audit Committee
Duncan A.J. Morrison, Chairman
Thomas E. Mistler
Joseph J. Corasanti
- Compensation Committee
Peter W. Sognefest, Chairman
Thomas E. Mistler
Duncan A.J. Morrison
Joseph J. Corasanti
- Nominating and Corporate Governance Committee
Thomas E. Mistler, Chairman
Peter W. Sognefest
Francis J. Kramer
Marc Y.E. Pelaez
- Option Plan and Purchase Plan Committees
Peter W. Sognefest, Chairman
Thomas E. Mistler
Duncan A.J. Morrison
Joseph J. Corasanti
Headquartered in Saxonburg, Pennsylvania, II-VI Incorporated designs,
manufactures and markets optical and opto-electronic components, devices
and materials for infrared, near-infrared, visible light, x-ray and
gamma-ray instrumentation. The Company's infrared optics business
manufactures optical and opto-electronic components sold under the II-VI
and Laser Power brand names and used primarily in high-power CO2 (carbon
dioxide) lasers. The Company's near-infrared optics business
manufactures near-infrared and visible light products for industrial,
scientific and medical instruments and laser gain material and products
for solid-state YAG and YLF lasers at the Company's VLOC subsidiary.
The Company's military infrared optics business manufactures infrared
products for military applications under the Exotic Electro-Optics brand
name. The Company's eV PRODUCTS division manufactures and markets
solid-state x-ray and gamma-ray detection materials and products for use
in medical, industrial, environmental and scientific applications. The
Company is developing single crystal silicon carbide growth and
fabrication capabilities.
CONTACT: Craig A. Creaturo, Treasurer of II-VI Incorporated,
724-352-4455, or e-mail, ccreaturo@ii-vi.com.
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