UNITED STATES SECURITIES AND EXCHANGE COMMISSION

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~ Section 13 0Ror 15 (Dd) OFof ~~THE~~the Securities Exchange Act of 1934

~~SECURITIES~~Date ~~EXCHANGE~~of ~~ACT~~Report OF(Date ~~1934~~of earliest event reported)

~~Date~~November 10, of2016 ~~Report~~ (~~Date of earliest event reported)~~ November 7, 2016 )

ROFIN-SINAR TECHNOLOGIES INC.

(Exact name of ~~Registrant~~registrant as specified in its charter)

Delaware	000-21377	38-3306461
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdiction	(Commission	(IRS Employer
40984 Concept Drive, Plymouth, MI		48170
of incorporation	File	Identification No.)
(Address of principal executive offices)		(Zip Code)
	Number)

Registrant's telephone number, including area code (734) 455-5400

40984 Concept Drive, Plymouth, MI		48170
(Address of principal executive offices)		(Zip Code)

~~Not~~Registrant’s ~~applicable~~telephone number, including area code: (734) 455-5400

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)~~:

~~[ ]~~ o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

~~[ ]~~ o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

~~[ ]~~ o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

~~[ ]~~ o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 21.01 ~~Completion~~Entry ofinto ~~Acquisition~~a orMaterial ~~Disposition~~Definitive ~~of Assets.~~Agreement

On November 7, 2016, ~~Coherent,~~(the ~~Inc.~~“Closing Date”), aRofin-Sinar ~~Delaware~~Technologies ~~corporation~~Inc. (“~~Coherent~~Rofin”), ~~completed~~entered ~~the~~into ~~previously~~a ~~announced~~Credit ~~acquisition~~Agreement of(the ~~Rofin-Sinar~~“Credit ~~Technologies Inc.~~Agreement”), aby ~~Delaware~~and ~~corporation~~among Coherent, Inc. (“~~Rofin~~Coherent”), ~~through~~and ~~the~~certain ~~merger~~direct ofand ~~Rembrandt~~indirect ~~Merger~~subsidiaries ~~Sub~~of ~~Corp.,~~Coherent afrom ~~Delaware~~time ~~corporation~~to ~~and~~time aparty ~~wholly-owned~~thereto, ~~indirect~~as ~~subsidiary~~guarantors, of Coherent ~~(“Merger~~Holding ~~Sub”)~~GmbH, ~~with~~as ~~and~~borrower ~~into Rofin~~ (the “~~Merger~~Borrower”), ~~pursuant~~the lenders from time to ~~the~~time ~~Merger~~party ~~Agreement~~thereto, ~~dated~~Barclays Bank PLC, as ofadministrative ~~March~~agent ~~16,~~and ~~2016~~L/C Issuer, byBank ~~and~~of ~~among~~America, ~~Coherent~~N.A., ~~Merger~~as ~~Sub~~L/C Issuer, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as L/C Issuer. Rofin (is party to the ~~“Merger~~Credit Agreement~~”).~~ as a guarantor.

OnThe ~~the~~Credit ~~terms~~Agreement ~~and~~provides ~~subject~~for toa ~~the~~€670 ~~conditions~~million ~~set~~senior ~~forth~~secured interm loan facility (the ~~Merger~~“Euro ~~Agreement,~~Term ~~each~~Loan”) ~~share~~and ofa ~~common~~$100 ~~stock,~~million ~~par~~senior ~~value~~secured revolving credit facility with a $~~0.01~~30 ~~per~~million ~~share,~~letter of ~~Rofin~~credit ~~(the~~sublimit ~~“Rofin~~and ~~Common~~$10 ~~Stock”)~~million ~~issued~~swing ~~and~~line ~~outstanding~~sublimit. The ~~immediately~~Borrower ~~prior~~may toincrease the ~~effective~~aggregate ~~time~~revolving ofcommitments ~~the~~or ~~Merger~~borrow ~~(other~~incremental ~~than~~term ~~shares~~loans ofin ~~Rofin~~an ~~Common~~aggregate ~~Stock~~principal ~~owned~~amount byof ~~Rofin~~up asto ~~treasury~~$150 ~~stock~~million, orsubject ~~owned~~to bycertain ~~Coherent~~conditions, ~~Merger~~including ~~Sub~~obtaining additional commitments from the lenders then party to the Credit Agreement or ~~any~~new oflenders. On ~~their~~the ~~respective~~Closing ~~subsidiaries~~Date, orthe asEuro toTerm ~~which~~Loan awas ~~stockholder~~drawn ~~properly~~in ~~demanded~~full and ~~perfected~~ its ~~appraisal~~proceeds ~~rights~~were ~~under~~used ~~Delaware~~to ~~law)~~finance ~~was~~the ~~cancelled~~acquisition of Rofin by Coherent and ~~extinguished~~pay fees and ~~converted~~expenses ~~into~~incurred in connection therewith. The proceeds of the ~~right~~revolving credit facility can be used to ~~receive~~pay ~~the~~fees ~~per~~incurred ~~share~~in ~~merger~~connection ~~consideration~~with such acquisition, to refinance indebtedness of ~~$32.50~~Coherent inand ~~cash~~its subsidiaries, ~~without~~and ~~interest.~~for Asworking acapital ~~result~~and ofgeneral corporate purposes. On the ~~Merger~~Closing Date, ~~Coherent~~the ~~indirectly~~Borrower ~~owns~~used ~~100%~~€10 million of the ~~voting~~capacity ~~securities~~under ofthe ~~Rofin,~~revolving ~~and~~credit ~~Rofin,~~facility asfor the ~~surviving~~issuance ~~corporation,~~of is a ~~wholly-owned~~letter ~~indirect subsidiary~~ of ~~Coherent~~credit.

~~Trading~~The terms of the Credit Agreement require the Borrower to prepay the term loans in ~~Rofin~~certain ~~Common~~circumstances, ~~Stock~~including onfrom excess cash flow beyond a threshold amount, from the ~~NASDAQ~~receipt ~~Global~~of ~~Select~~proceeds ~~Market~~from ~~(“NASDAQ”)~~certain ~~will~~dispositions beor ~~suspended~~from asthe incurrence of certain indebtedness, and from extraordinary receipts resulting in net cash proceeds in excess of $10 million in any fiscal year. Borrower has the ~~closing~~right to prepay loans under the Credit Agreement in whole or in part at any time without premium or penalty. Revolving loans may be borrowed, repaid and reborrowed until the fifth anniversary of ~~trading~~the Closing Date, at which time all outstanding revolving loans must be repaid. The Euro Term Loan matures on ~~November~~the 7seventh anniversary of the Closing Date, ~~2016~~at which time all outstanding principal and accrued and unpaid interest on the Euro Term Loan must be repaid.

~~The~~Loans ~~foregoing~~under ~~description~~the Credit Agreement bear interest, at the Borrower’s option, at a rate equal to either (i) the London interbank offered rate (the “Eurocurrency Rate”) or (ii) a base rate (the “Base Rate”) equal to the highest of (x) the ~~Merger~~federal ~~Agreement~~funds rate, plus 0.50%, (y) the prime rate then in effect and (z) the ~~Merger~~Eurocurrency ~~does~~Rate ~~not~~for ~~purport~~loans denominated in U.S. dollars applicable to bea ~~complete~~one-month ~~and~~interest isperiod, ~~qualified~~plus 1.0%, in ~~its~~each ~~entirety~~case, byplus ~~reference~~an applicable margin. The applicable margin for term loans borrowed as Eurocurrency Rate loans, is 3.50% initially, and following the first anniversary of the Closing Date ranges from 3.00% to 3.50% depending on the ~~full~~consolidated ~~text~~total gross leverage ratio at the time of determination. For term loans borrowed as Base Rate Loans, the ~~Merger~~applicable ~~Agreement~~margin initially is 2.50%, aand ~~copy~~following the first anniversary of ~~which~~the isClosing ~~attached~~Date ranges from 2.00% to 2.50% depending upon the consolidated total gross leverage ratio at the time of determination. The applicable margin for revolving loans borrowed as ~~Exhibit~~Eurocurrency Rate Loans, ranges from 3.75% to 4.25%, and for revolving loans borrowed as Base Rate Loans, ranges from 2.175% to ~~Rofin’s~~3.25%, ~~Current~~in ~~Report~~each case, based on ~~Form~~the ~~8-K~~consolidated ~~filed~~total ~~with~~gross leverage ratio at the ~~Securities~~time ~~and~~of ~~Exchange~~determination. Interest ~~Commission~~on ~~(the~~Base ~~“SEC”)~~Rate Loans is payable quarterly in arrears. Interest on ~~March~~Eurocurrency 22Rate Loans is payable at the end of the applicable interest period. Interest periods for Eurocurrency Rate loans may be, ~~2016~~at the Borrower’s option, ~~which~~one, istwo, ~~incorporated~~three byor ~~reference~~six ~~herein~~months.

~~Item~~The 3Credit Agreement requires the Borrower to make scheduled quarterly payments on the Euro Term Loan of 0.0125% ~~Notice~~of the original principal amount of ~~Delisting~~the orEuro ~~Failure~~Term toLoan, ~~Satisfy~~with any remaining principal payable at maturity. A commitment fee accrues on any unused portion of the revolving loan commitments under the Credit Agreement at a ~~Continued~~rate ~~Listing~~of ~~Rule~~0.375% or ~~Standard;~~0.5% ~~Transfer~~depending on the consolidated total gross leverage ratio at any time of ~~Listing~~determination. The Borrower is also obligated to pay other customary fees for a credit facility of this size and type.

On ~~November~~the 7,Closing ~~2016~~Date, inCoherent ~~connection with the Merger, Rofin notified NASDAQ that the Merger had been completed~~ and ~~requested~~certain ~~that trading~~ of ~~Rofin~~its ~~Common~~direct ~~Stock on NASDAQ be suspended as of the close of business on November 7, 2016. Rofin also requested that NASDAQ file with the SEC a Notification of Removal from Listing~~ and~~/or~~ ~~Registration~~indirect ~~under~~subsidiaries ~~Section 12~~(b)including ~~of the Securities Exchange Act of 1934~~Rofin), as ~~amended (the “Exchange Act”)~~guarantors, onprovided ~~Form~~an ~~25,~~unconditional ~~thereby~~guaranty ~~effecting~~of ~~the~~all ~~delisting~~obligations of the ~~Rofin~~Borrower ~~Common Stock from NASDAQ~~ and the ~~deregistration~~other ofloan ~~the~~parties ~~Rofin~~arising ~~Common Stock~~ under ~~Section 12(b) of~~ the ~~Exchange~~Credit ~~Act.~~Agreement, ~~Rofin intends to file with~~ the ~~SEC~~other aloan ~~Form~~documents 15and ~~to suspend its reporting obligations~~ under ~~Sections~~swap 13contracts and ~~15(d)~~treasury ofmanagement ~~the~~agreements ~~Exchange Act.~~with

~~Item 3.03 Material Modifications to Rights of Security Holders.~~2

~~The~~the ~~information~~lenders ~~set~~or ~~forth~~their inaffiliates ~~Items~~(with 2certain limited exceptions).01 The Borrower and ~~5.03~~the isguarantors ~~incorporated~~have byalso ~~reference~~granted ~~herein~~security interests in substantially all their assets to secure such obligations.

~~Effective~~The ~~upon~~Credit Agreement contains customary affirmative covenants, including covenants regarding the ~~closing~~payment of taxes and other obligations, maintenance of insurance, reporting requirements and compliance with applicable laws and regulations, and negative covenants, including covenants limiting the ~~Merger~~ability of Coherent and its subsidiaries to, ~~Rofin’s~~among ~~stockholders~~other ~~immediately~~things, ~~prior~~incur debt, grant liens, make investments, make certain restricted payments, transact with affiliates, and sell assets. The Credit Agreement also requires Coherent and its subsidiaries to ~~the~~maintain ~~effective~~a ~~time~~senior secured net leverage ratio as of the ~~Merger~~last ~~ceased~~day of each fiscal quarter of less than or equal to ~~have~~3.50 ~~any~~to ~~rights~~1.00. The asCredit ~~stockholders~~Agreement contains customary events of ~~Rofin~~default (that include, among other ~~than~~things, ~~their~~payment ~~right~~defaults, tocross ~~receive~~defaults ~~the~~with ~~applicable~~certain ~~merger~~other ~~consideration~~indebtedness, orviolation of covenants, ifinaccuracy ~~applicable~~of representations and warranties in any material respect, change in control of Coherent and the ~~“fair~~Borrower, ~~value”~~judgment defaults, and bankruptcy and insolvency events. If an event of ~~their~~default ~~shares~~exists, the lenders may require the immediate payment of all Obligations, as defined in ~~any~~the ~~appraisal~~Credit ~~proceeding)~~Agreement, and may exercise certain other rights and remedies provided for under the Credit Agreement, the other loan documents and applicable law. The acceleration of such obligations is automatic upon the occurrence of a bankruptcy and insolvency event of default.

~~Item~~The ~~5.01~~foregoing ~~Changes~~description of the Credit Agreement does not purport to be complete and is qualified in ~~Control~~its entirety by the terms and conditions of ~~Registrant~~the Credit Agreement.

~~The information set forth in~~ Item 29.01 isFinancial ~~incorporated~~Statements byand ~~reference herein~~Exhibits.

~~Item 5~~(d) Exhibits.~~02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~

Effective upon the closing of the Merger, John Ambroseo and Bret DiMarco, the directors of Merger Sub immediately prior to the effective time of the Merger, became the members of the board of directors of Rofin. In connection therewith, all of

Exhibit Number		Description

10.1		Credit Agreement, dated as of November 7, 2016, by and among Coherent, Inc., Coherent Holding GmbH, the guarantors from time to time party thereto, the lenders from time to time party thereto, Barclays Bank PLC, as Administrative Agent and L/C Issuer, Bank of America, N.A., as L/C Issuer, and The Bank of Tokyo-Mitsubishi UJF, Ltd., as L/C Issuer.

~~the existing members of the board of directors of Rofin resigned from the board of directors of Rofin, and all committees thereof, effective at the effective time of the Merger.~~3

~~Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.~~SIGNATURES

~~Effective~~Pursuant ~~upon~~to the ~~closing~~requirements of the ~~Merger,~~Securities ~~the~~Exchange ~~certificate~~Act of ~~incorporation~~1934, ~~and~~as ~~bylaws of Rofin were~~ amended, ~~and restated to be~~ the ~~same~~Registrant ashas ~~the~~duly ~~certificate~~caused ofthis ~~incorporation~~report ~~and bylaws of Merger Sub immediately prior~~ to ~~the~~be ~~effective~~signed ~~time~~on ofits ~~the~~behalf ~~Merger.~~by ~~The Amended and Restated Certificate of Incorporation and~~ the ~~Second~~undersigned ~~Amended~~hereunto ~~and~~duly ~~Restated Bylaws of Rofin are attached hereto as Exhibits 3~~authorized.~~1 and 3.2, respectively, and are incorporated by reference herein.~~

Item 9.01 Financial Statements and Exhibits.

	ROFIN-SINAR TECHNOLOGIES INC.

	By:	/s/ Bret DiMarco
	Name:	Bret DiMarco
	Title:	Secretary

Date: November 14, 2016

~~(d) Exhibits.~~4

ExhibitNumber		Description
3.1		Amended and Restated Certificate of Incorporation of Rofin-Sinar Technologies Inc.
3.2		Second Amended and Restated Bylaws of Rofin-Sinar Technologies Inc.

EXHIBIT INDEX

SIGNATURE

Exhibit Number		Description

10.1		Credit Agreement, dated as of November 7, 2016, by and among Coherent, Inc., Coherent Holding GmbH, the guarantors from time to time party thereto, the lenders from time to time party thereto, Barclays Bank PLC, as Administrative Agent and L/C Issuer, Bank of America, N.A., as L/C Issuer, and The Bank of Tokyo-Mitsubishi UJF, Ltd., as L/C Issuer.

~~Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~5

Rofin-Sinar Technologies Inc.

(Registrant)

By: /s/ Thomas Merk

Thomas Merk

Chief Executive Officer and President

Date: November 7, 2016

EXHIBIT INDEX

ExhibitNumber		Description
3.1		Amended and Restated Certificate of Incorporation of Rofin-Sinar Technologies Inc.
3.2		Second Amended and Restated Bylaws of Rofin-Sinar Technologies Inc.

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