UNITED STATES

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~~date of earliest event reported): ~~June~~July 281, 2022

COHERENT, INC.

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

Delaware	001-33962	94-1622541
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

5100 Patrick Henry Drive

5100 Patrick Henry Drive

Santa Clara,

California

95054

(Address of principal executive
offices)

(Zip Code)

~~Santa~~Registrant’s ~~Clara~~telephone number, including area code: (408) 764-4000

~~California~~(Former ~~95054~~name or former address, if changed since last report: N/A)

~~(Address~~Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of ~~Principal~~the ~~Executive~~registrant ~~Offices)~~under any of the following provisions (~~Zip~~see ~~Code~~General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (~~408)~~17 ~~764-4000~~CFR 230.425)

(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:

x 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value

COHR

The NASDAQ Stock Market LLC

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 ~~of this chapter~~) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 ~~of this chapter~~). ~~Emerging growth company ¨~~

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 82.01. ~~Other~~Completion ~~Events~~of Acquisition or Disposition of Assets.

On ~~June~~July 281, 2022, (the “Closing Date”), Coherent, Inc. (~~“Coherent” or~~ the “Company”) ~~and~~completed ~~II-VI Incorporated (“II-VI”) announced that antitrust clearance has been obtained from~~ the ~~People’s Republic of China’s State Administration for Market Regulation (SAMR) for the Company’s~~ previously announced ~~pending~~ acquisition by II-VI Incorporated (“II-VI”) pursuant to the ~~terms of the~~ Agreement and Plan of Merger, dated as of March 25, 2021 (the “Merger Agreement”), by and among the Company, II-VI and Watson Merger Sub Inc., ~~The~~a ~~Company~~wholly ~~expects the~~owned ~~closing~~subsidiary of ~~its acquisition by~~ II-VI ~~pursuant~~(“Merger Sub”). Pursuant to the Merger Agreement, Merger toSub ~~occur~~merged onwith orand ~~about~~into ~~July~~the 1,Company ~~2022.~~(the A“Merger”), ~~copy~~with of the ~~joint~~Company ~~press release~~surviving isthe ~~filed~~Merger as ~~Exhibit~~a ~~99.1~~wholly toowned subsidiary ~~this~~of ~~Current Report on Form 8~~II-~~K and incorporated by reference herein~~VI.

~~Item~~Merger ~~9.01. Financial Statements and Exhibits.~~Consideration

Pursuant to the terms and conditions of the Merger Agreement, at the effective time of the Merger (dthe “Effective Time”) ~~Exhibits~~, each share of common stock of Coherent, par value $0.01 per share (the “Coherent Common Stock”) issued and outstanding immediately prior to the Effective Time (other than (x) shares of Coherent Common Stock owned by II-VI, Coherent, or any direct or indirect wholly owned subsidiary of II-VI or Coherent or (y) shares of Coherent Common Stock owned by stockholders who have properly exercised and perfected appraisal rights under Delaware law, in each case immediately prior to the Effective Time), was cancelled and extinguished and automatically converted into the right to receive the following consideration (collectively, the “Merger Consideration”):

99.1	Press Release, dated June 28, 2022.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

(A) $220.00 in cash, without interest (the “Cash Consideration”); plus

~~Forward~~(B) 0.91 of a validly issued, fully paid and nonassessable share of Common Stock of II-~~looking~~VI, ~~Statements~~no par value per share (“II-VI Common Stock”) (such ratio, the “Exchange Ratio”).

~~This~~Pursuant to ~~communication~~the ~~contains~~terms ~~forward-looking~~of ~~statements~~the ~~relating~~Merger toAgreement, each Coherent restricted stock unit award (a “Coherent RSU”), other than Director ~~future~~RSUs ~~events~~(as ~~and~~defined ~~expectations~~below), ~~that~~outstanding ~~are~~immediately prior to the Effective Time was automatically converted into time-based onrestricted ~~certain~~stock units ~~assumptions~~denominated ~~and~~in ~~contingencies.~~shares ~~The~~of ~~forward~~II-~~looking~~VI ~~statements~~Common ~~are~~Stock, ~~made~~entitling ~~pursuant~~the holder to receive, upon settlement, a number of shares II-VI Common Stock equal to the ~~safe~~number ~~harbor~~of ~~provisions~~shares of Coherent Common Stock subject to the ~~U.S.~~Coherent ~~Private~~RSU ~~Securities~~multiplied ~~Litigation~~by ~~Reform~~the ~~Act~~sum of ~~1995~~(A) the Exchange Ratio, and ~~relate~~(B) tothe quotient obtained by dividing the ~~Company’s~~Cash ~~performance on~~Consideration by the volume weighted average price of a ~~going~~share of II-~~forward~~VI ~~basis~~Common Stock for a 10 trading day period ending prior to the Closing Date. ~~The~~For ~~forward-looking~~Coherent ~~statements~~RSUs insubject ~~this~~to ~~communication~~performance-based ~~involve~~vesting ~~risks~~conditions and ~~uncertainties~~metrics, the ~~which~~number ~~could~~of ~~cause~~shares ~~actual~~of II-VI Common Stock subject to the converted Coherent RSUs was determined after giving effect to the Coherent Board ~~results~~of Director’s determination of the number of Coherent RSUs earned, ~~performance~~based on the greater of the target or ~~trends~~actual level of achievement of such goals or metrics immediately prior to ~~differ~~the ~~materially~~Effective ~~from~~Time. ~~those~~The ~~expressed~~converted inCoherent RSUs were generally subject to the ~~forward-looking~~same ~~statements~~terms and ~~herein~~conditions orthat inapplied ~~previous~~to ~~disclosures~~the awards immediately prior to the Effective Time.

~~The~~Each ~~Company~~Coherent ~~believes~~RSU ~~that~~granted ~~all~~to ~~forward-looking statements made by it in this communication have~~ a ~~reasonable basis, but there can be no assurance that the expectations, beliefs or projections as expressed in the forward~~non-~~looking~~employee ~~statements will actually occur or prove to be correct. In addition to general industry and global~~member economic conditions, factors that could cause actual results to differ materially from those discussed in the forward-looking statements in this communication include, but are not limited to: (i) the failure of ~~any one or more of the assumptions stated above to prove to be correct; (ii) the risks relating to forward-looking statements and other “Risk Factors” discussed in the Company~~Coherent’s ~~Annual~~Board ~~Report on Form 10-K for the fiscal year ended October 2, 2021 and additional risk factors that may be identified from time to time in future filings~~ of ~~the~~Directors ~~Company;~~ (~~iii) the conditions to the completion of the Company’s pending business combination transaction with II-VI (the~~ “~~Transaction~~Director RSUs”) ~~and the remaining equity investment by Bain Capital, LP in II-VI, and the risks that those conditions will not be satisfied in a timely manner or at all;~~ (~~iv)~~whether ~~the occurrence of any event, change~~ or ~~other~~not ~~circumstances that could give rise to an amendment or termination of the merger agreement relating to the Transaction; (v~~vested) II-VI’s ability to finance the Transaction, the substantial indebtedness II-VI expects to incur in connection with the Transaction and the need to generate sufficient cash flows to service and repay such debt; (vi) the possibility that ~~the combined~~is ~~company~~outstanding ~~may~~immediately ~~be unable to achieve expected synergies, operating efficiencies and other benefits within the expected~~prior ~~time-frames or at all and~~ to ~~successfully integrate~~ the ~~Company’s~~Effective ~~operations with those of the combined company; (vii) the possibility that such integration may be more difficult~~Time, ~~time-consuming~~automatically orvested ~~costly than expected or that operating costs and business disruption (including, without limitation, disruptions~~ in ~~relationships~~full ~~with employees, customers or suppliers) may be greater than expected in connection with the Transaction; (viii) litigation~~ and ~~any~~was ~~unexpected~~cancelled ~~costs, charges or expenses resulting from the Transaction; (ix) the risk that disruption from the Transaction materially~~ and ~~adversely~~converted ~~affects~~into the ~~respective~~right ~~businesses and operations of the Company and II-VI; (x) potential adverse reactions or changes~~ to ~~business~~receive ~~relationships resulting from~~ the ~~announcement,~~ ~~pendency~~Merger ~~or completion of the Transaction; (xi) the ability of the combined company to retain and hire key employees;~~Consideration ~~(xii)~~as ~~the~~if ~~purchasing patterns of customers and end users; (xiii) the timely release of new products, and acceptance of~~ such ~~new products~~Director byRSU ~~the~~had ~~market;~~been ~~(xiv)~~settled ~~the~~in ~~introduction~~shares of ~~new~~Coherent ~~products~~Common byStock ~~competitors~~immediately ~~and~~prior ~~other competitive responses; (xv) the combined company’s ability~~ to ~~assimilate recently acquired businesses, and realize synergies, cost savings, and opportunities for growth in connection therewith, together with~~ the ~~risks,~~Effective costs, and uncertainties associated with such acquisitions; (xvi) the combined company’s ability to devise and execute strategies to respond to market conditions; (xvii) the risks to realizing the benefits of investments in R&D and commercialization of innovations; (xviii) the risks that the combined company’s stock price will not trade in line with industrial technology leaders; and (xix) the risks of business and economic disruption related to the currently ongoing COVID-19 outbreak and any other worldwide health epidemics or outbreaks that may ariseTime. ~~The Company disclaims any obligation to update information contained in these forward-looking statements, whether as a result of new information, future events or developments, or otherwise.~~

~~These~~The ~~risks,~~foregoing asdescription ~~well~~of ~~as other risks associated with~~ the ~~Transaction,~~ ~~are~~Merger ~~more fully discussed in the joint proxy statement/prospectus included in the registration statement on Form S-4~~Agreement ~~(File~~does ~~No.~~not ~~333-255547)~~purport ~~filed~~to ~~with~~be ~~the~~complete ~~Securities~~ and ~~Exchange~~is ~~Commission~~subject ~~(“SEC”)~~to ~~(as amended on May 4, 2021~~ and ~~supplemented~~ byqualified ~~Coherent~~ in its ~~Form~~entirety ~~8-K,~~by asreference ~~amended,~~to ~~filed with~~ the ~~SEC~~full ontext ~~June 15, 2021), in connection with the Transaction (the “Form S-4”). While the list~~ of ~~factors discussed above and~~ the ~~list~~Merger ~~of factors presented in the Form S-4 are considered representative~~Agreement, ~~no such list should be considered to be~~ a ~~complete~~copy ~~statement~~ of ~~all~~which ~~potential~~was ~~risks~~filed ~~and~~as ~~uncertainties~~Exhibit 2.1 ~~Unlisted factors may present significant additional obstacles~~ to the ~~realization~~Current ofReport ~~forward~~on ~~looking~~Form ~~statements.~~8-K ~~Neither~~filed by the Company ~~nor~~on ~~II-VI assumes~~March ~~any obligation to publicly provide revisions or updates to any forward looking statements~~25, ~~whether~~2021 asand ais ~~result of new~~incorporated ~~information,~~herein ~~future developments or otherwise, should circumstances change, except as otherwise required~~ by ~~securities and other applicable laws~~reference.

~~Additional~~Item ~~Information~~3.01 ~~and~~Notice ~~Where~~of Delisting or Failure to ~~Find~~Satisfy Ita Continued Listing Rule or Standard; Transfer of Listing.

~~This~~The ~~communication~~information ~~does~~contained ~~not~~in ~~constitute~~Item an2.01 ~~offer to buy or solicitation~~ of ~~an offer to sell any securities. In connection with the Transaction, Coherent and II-VI filed with the SEC the Form S-4 on April 27,~~this ~~2021~~Current ~~(as~~Report ~~amended~~ on ~~May 4, 2021 and as supplemented by Coherent in its~~ Form 8-K, as amended, filed with the SEC on June 15, 2021), which includes a joint proxy statement of Coherent and II-VI and also constitutes a prospectus with respect to shares of II-VI’s common stock to be issued in the Transaction. The Form S-4 was declared effective on May 6, 2021, and Coherent and II-VI commenced mailing to their respective stockholders on or about May 10, 2021. This communication is ~~not~~incorporated a substitute for the Form S-4, the Joint Proxy Statement/Prospectus or any other document Coherent and/or II-VI may file with the SEC in connection with the Transaction. INVESTORS AND SECURITY HOLDERS OF COHERENT AND II-VI ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS, FORM S-4 AND OTHER DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY IN THEIR ENTIRETY, AS THEY CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION. Investors and security holders are able to obtain free copies of these documents and other documents filed with the SEC by ~~Coherent~~reference ~~and/or II-VI~~into ~~through~~this ~~the~~Item ~~website maintained by the SEC at www~~3.~~sec~~01.gov. Copies of the documents filed with the SEC by Coherent may be obtained free of charge on Coherent’s investor relations site at https://investors.coherent.com. Copies of the documents filed with the SEC by II-VI may be obtained free of charge on II-VI’s investor relations site at https://ii-vi.com/investor-relations.

NoOn ~~Offer~~July 1, 2022, the Company notified the Nasdaq Global Select Market (“Nasdaq”) of the consummation of the Merger and that each outstanding share of Coherent Common Stock had been converted into the right to receive cash consideration and II-VI Common Stock. The Company requested that Nasdaq (i) halt trading of the Coherent Common Stock on Nasdaq prior to the open of trading on July 1, 2022, (ii) withdraw the Coherent Common Stock from listing on Nasdaq and (iii) file with the SEC a Notification of Removal from Listing and/or ~~Solicitation~~Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 25 to report that the Coherent Common Stock is no longer listed on Nasdaq and to apply for the deregistration of the Coherent Common Stock under Section 12(b) of the Exchange Act. As a result, the shares of Coherent Common Stock, which previously traded under the symbol “COHR,” will no longer be listed on Nasdaq.

~~This~~In ~~communication is for informational purposes only and not intended to and does not constitute an offer to subscribe for~~addition, ~~buy or sell,~~ the ~~solicitation~~Company ofintends ~~an offer~~ to ~~subscribe~~file ~~for,~~a ~~buy or sell or an invitation~~certification toon ~~subscribe~~Form ~~for,~~15 ~~buy~~with ~~or sell any securities or~~ the ~~solicitation~~SEC ~~of any vote or approval in any jurisdiction pursuant~~ to orsuspend ~~in connection with~~ the ~~Transaction~~Company’s orreporting ~~otherwise,~~obligations ~~nor~~under ~~shall~~Sections ~~there~~13 beand ~~any~~15(d) ~~sale, issuance or transfer~~ of ~~securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting~~ the ~~requirements~~Exchange ~~of Section 10 of the Securities~~ Act ~~of 1933, as amended, and otherwise in accordance with applicable law~~.

~~SIGNATURE~~Item 3.03 Material Modification to Rights of Security Holders.

~~Pursuant~~The toinformation ~~the~~contained ~~requirements~~in ofItem ~~the~~2.01, ~~Securities~~Item ~~Exchange Act of 1934,~~3.01 ~~the~~and ~~registrant~~Item ~~has~~5.01 ~~duly~~of ~~caused~~ this ~~report~~Current toReport beon ~~signed~~Form on8-K ~~its~~is ~~behalf~~incorporated by ~~the~~reference ~~undersigned~~into ~~hereunto~~this ~~duly~~Item ~~authorized~~3.03.

	Coherent, Inc.
Date: June 28, 2022	By:	/s/ Bret DiMarco
		Bret DiMarco
		Executive Vice President, Chief Legal Officer and Corporate Secretary

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 July 1, 2022, at the Effective Time a change in control of the Company occurred and the Company became a wholly owned subsidiary of II-VI.

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 Jay T. Flatley, Pamela Fletcher, Andreas W. Mattes, Beverly Kay Matthews, Michael R. McMullen, Garry W. Rogerson, Steve Skaggs and Sandeep Vij, ceased to be directors of the Company as of the Effective Time, and the directors of Merger Sub became the directors of the Company.

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 July 1, 2022, the Company and II-VI issued a joint press release announcing the completion of the Merger. A copy of the joint press release is filed as Exhibit 99.1 to this Form 8-K and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description

2.1*		Agreement and Plan of Merger, dated as of March 25, 2021, by and among Coherent, Inc., II-VI Incorporated and Watson Merger Sub Inc. (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed with the SEC on March 25, 2021).

3.1		Amended and Restated Certificate of Incorporation of Coherent, Inc.

3.2		Amended and Restated Bylaws of Coherent, Inc.

99.1		Joint Press Release, dated July 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 SEC.

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.

	COHERENT, INC.

	By:	/s/ Mary Jane Raymond
		Name: Mary Jane Raymond
		Title: Vice President, Chief Financial Officer and Treasurer

	Date:	July 1, 2022

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