-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PcExDq3xiHB3uRxOD7WMefRIh38W2dBcmAdvMcM7TswuNar3OfFdeoSwNteSTejV jx1+EmPCur2KwKGI/PFvIg== 0001047469-99-001714.txt : 19990125 0001047469-99-001714.hdr.sgml : 19990125 ACCESSION NUMBER: 0001047469-99-001714 CONFORMED SUBMISSION TYPE: 10-K405/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980926 FILED AS OF DATE: 19990122 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COHERENT INC CENTRAL INDEX KEY: 0000021510 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 941622541 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-K405/A SEC ACT: SEC FILE NUMBER: 000-05255 FILM NUMBER: 99509519 BUSINESS ADDRESS: STREET 1: 5100 PATRICK HENRY DR CITY: SANTA CLARA STATE: CA ZIP: 95054 BUSINESS PHONE: 4087644000 MAIL ADDRESS: STREET 1: 5100 PATRICK HENRY DRIVE STREET 2: MAIL STOP P38 CITY: SANTA CLARA STATE: CA ZIP: 95054 FORMER COMPANY: FORMER CONFORMED NAME: COHERENT RADIATION DATE OF NAME CHANGE: 19770604 10-K405/A 1 FORM 10-K405/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A AMENDMENT NO. 2 (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED: SEPTEMBER 26, 1998 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 0-5255 COHERENT, INC. (Exact name of registrant as specified in its charter) DELAWARE 94-1622541 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 5100 PATRICK HENRY DRIVE, SANTA CLARA, CALIFORNIA 95054 (Address of principal executive offices, including zip code) (408) 764-4000 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: NONE Securities registered pursuant to Section 12(g) of the Act: COMMON STOCK, $.01 PAR VALUE PER SHARE COMMON STOCK PURCHASE RIGHTS (Title of Class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] As of December 26, 1998, 23,881,913 shares of Common Stock were outstanding. The aggregate market value of the voting shares (based upon the closing price reported by the Nasdaq National Market on December 26, 1998) of Coherent, Inc., held by nonaffiliates was $184,205,142. For purposes of this disclosure, shares of Common Stock held by persons who own 5% or more of the outstanding Common Stock and shares of Common Stock held by each officer and director have been excluded in that such persons may be deemed to be "affiliates" as that term is defined under the Rules and Regulations of the Act. This determination of affiliate status is not necessarily conclusive. DOCUMENTS INCORPORATED BY REFERENCE None. EXPLANATORY NOTE This Annual Report on Form 10-K/A ("Form 10-K/A") is being filed as Amendment No. 2 to the Registrant's Annual Report on Form 10-K for the fiscal year ended September 26, 1998. This Form 10-K/A is filed with the Securities and Exchange Commission (the "Commission") solely for the purpose of revising and restating the following items in their entirety. PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY DIRECTORS The names of the directors of the Company and certain information about them are set forth below.
DIRECTOR NAME OF DIRECTOR AGE SINCE PRINCIPAL OCCUPATION - ---------------- --- -------- -------------------- Bernard J. Couillaud (3) . . . . . . . . 54 1996 President and Chief Executive Officer of the Company Henry E. Gauthier (1) (2) (3). . . . . . 58 1983 Chairman of the Board of Directors of the Company Charles W. Cantoni (1)(2)(3) . . . . . . 63 1983 Owner, Cantoni Consulting Frank P. Carrubba (1)(2)(3). . . . . . . 61 1989 Retired Chief Technical Officer, Phillips Electronics N.V. Thomas Sloan Nelsen (1)(2) . . . . . . . 72 1983 Retired Professor of Surgery, Stanford University School of Medicine Jerry E. Robertson (1)(2). . . . . . . . 66 1994 Retired Executive Vice President, 3M Life Sciences Sector and Corporate Services
- ------------------- (1) Member of the Compensation Committee. (2) Member of the Audit Committee. (3) Member of the Nominating Committee Except as set forth below, each of the nominees has been engaged in his principal occupation set forth above during the past five years. There is no family relationship between any director or executive officer of the Company. Mr. Cantoni is the owner of Cantoni Consulting and provides management and medical marketing consulting services. Prior to founding Cantoni Consulting, Mr. Cantoni was Vice President, Quinton Instruments, Inc., a manufacturer of medical instrumentation products, a position he has held since October 1994. From August 1988 until September 1994, he was President of ImageComm Systems, Inc., a value added reseller of medical image processing systems. Mr. Robertson retired from 3M in 1994. He is a member of the board of directors of Manor Care, Inc., Cardinal Health, Inc., Haemonetics Corporation, Steris Corporation, Life Technologies, Inc., Allianz Life Insurance Company of North America, Choice Hotels International, Medwave, Inc. and Project HOPE. Mr. Couillaud is President and Chief Executive Officer as well as a member of the Board of Directors since July 1996. He served as Vice President and General Manager of Coherent Laser Group from March 1992 to July 1996. From 1990 to March 30, 1992, he served as Manager of the Advanced Systems Business Unit, and from 1987 to 1990 served as Director of R&D for the Coherent Laser Group. -1- OFFICERS The names, ages and office of all of the executive officers of the Company are set forth below.
NAME OF OFFICER AGE OFFICE HELD - --------------- --- ----------- Bernard J. Couillaud.............. 54 President and Chief Executive Officer Robert J. Quillinan............... 51 Executive Vice President and Chief Financial Officer John R. Ambroseo.................. 37 Executive Vice President and President, Coherent Laser Group Vittorio Fossati-Bellani.......... 51 Executive Vice President and President, Coherent Semiconductor Group Robert M. Gelber.................. 53 Executive Vice President and President, Coherent Auburn Group Scott H. Miller................... 44 Senior Vice President and General Counsel Larry W. Sonsini.................. 57 Secretary
There are no family relationships between any of the executive officers and directors. Mr. Couillaud has served as President and Chief Executive Officer as well as a member of the Board of Directors since July 1996. He served as Vice President and General Manager of Coherent Laser Group from March 1992 to July 1996. From 1990 to March 30, 1992, he served as Manager of the Advanced Systems Business Unit, and from 1987 to 1990, he served as Director of R&D for the Coherent Laser Group. Mr. Quillinan has served as Executive Vice President and Chief Financial Officer since July 1984. He served as Vice President and Treasurer from March 1982 to July 1984 and as Corporate Controller from April 1980 to March 1982. Mr. Ambroseo became Executive Vice President and President, Coherent Laser Group in July 1997. He joined Coherent in 1988 as a Sales Engineer and has served as Product Marketing Manager, U. S. Sales Manager, Director of European Operations and most recently as Scientific Business Unit Manager. Mr. Fossati-Bellani became Executive Vice President and President, Coherent Semiconductor Group in July 1997. He joined the Italian office of Coherent in 1979 as a Scientific Sales Engineer and has served in the capacity of Product Manager, Director of Marketing, Director of Business Development, Scientific Business Unit Manager and Diode Laser Business Unit Manager for the Coherent Laser Group. Mr. Gelber has served as Executive Vice President and President, Coherent Auburn Group since August 1986. Mr. Miller has served as General Counsel to the Company since October 1988 and as Senior Vice President since March 1994. For over seven years, Mr. Sonsini has served as the Company's Secretary. He is a member of the law firm of Wilson, Sonsini, Goodrich & Rosati, P.C. SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Section 16(a) of the Securities Exchange Act of 1934 requires the Company's officers and directors, and persons who own more than ten percent of a registered class of the Company's equity securities to file -2- reports of ownership and changes in ownership with the Securities and Exchange Commission (the "SEC") and the National Association of Securities Dealers. Such officers, directors and ten-percent stockholders are also required by SEC rules to furnish the Company with copies of all forms that they file pursuant to Section 16(a). Based solely on its review of the copies of such forms received by the Company, or on written representations from certain reporting persons that no other reports were required for such persons, the Company believes that, during fiscal 1998, its officers, directors and ten-percent stockholders complied with all applicable Section 16(a) filing requirements. ITEM 11. EXECUTIVE COMPENSATION SUMMARY COMPENSATION The following table shows, as to the Chief Executive Officer and each of the other four most highly compensated executive officers whose salary plus bonus exceeded $100,000, information concerning compensation awarded to, earned by or paid for services to the Company in all capacities during the last three fiscal years (to the extent that such person was the Chief Executive Officer and/or executive officer, as the case may be, during any part of such fiscal year): SUMMARY COMPENSATION TABLE
AWARDS ALL OTHER NAME YEAR SALARY ($) BONUS ($) OPTIONS (#) COMPENSATION - ---- ---- ---------- --------- ----------- ------------ Bernard J. Couillaud....................... 1998 $337,492 $147,578 138,000 $23,393 (1) President and Chief Executive Officer 1997 273,229 341,797 24,000 14,834 1996 185,353 258,595 30,000 12,937 Robert J. Quillinan........................ 1998 $220,201 $ 65,138 34,000 $14,723 (2) Executive Vice President and 1997 194,964 192,491 14,000 15,267 Chief Financial Officer 1996 182,361 268,251 12,000 9,527 John Ambroseo.............................. 1998 $206,898 (3) $108,668 36,000 $ 8,672 (4) Executive Vice President and 1997 304,897 (5) 80,605 21,000 9,266 President, Coherent Laser Group 1996 119,900 98,408 5,000 6,803 Vittorio Fossati-Bellani (6)............... 1998 $178,288 $ 46,669 24,000 $11,207 (7) Executive Vice President and 1997 127,515 77,693 19,500 9,537 President, Coherent Semiconductor Group 1996 120,872 117,632 4,000 7,908 Robert M. Gelber........................... 1998 $190,575 $ 37,423 18,000 $ 9,188 (8) Executive Vice President and 1997 174,777 97,155 12,000 16,210 President, Coherent Auburn Group 1996 160,135 158,532 12,000 16,033
- ---------------------- (1) Includes $18,427 contributed by the Company under defined contribution plans and $4,966 in life insurance benefits. (2) Includes $12,439 contributed by the Company under defined contribution plans and $2,284 in life insurance benefits. (3) Includes $19,282 compensation related to European assignment. (4) Includes $8,260 contributed by the Company under defined contribution plans and $412 in life insurance benefits. (5) Includes $186,162 compensation related to European assignment. (6) Mr. Fossati-Bellani became Executive Vice President and President, Coherent Semiconductor Group on July 25, 1997. (7) Includes $9,486 contributed by the Company under defined contribution plans and $1,721 in life insurance benefits. (8) Includes $6,882 contributed by the Company under defined contribution plans and $2,306 in life insurance benefits. -3- STOCK OPTION GRANTS AND EXERCISES The following table shows, as to the individuals named in the Summary Compensation Table above, information concerning stock options granted during the fiscal year ended September 26, 1998. OPTION GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS ------------------------------------------------------- POTENTIAL REALIZABLE VALUE NUMBER OF % OF TOTAL AT ASSUMED ANNUAL SECURITIES OPTIONS RATES OF STOCK PRICE UNDERLYING GRANTED TO APPRECIATION FOR OPTIONS EMPLOYEES EXERCISE OPTION TERM (4) GRANTED IN FISCAL PRICE EXPIRATION -------------------------- NAME (#)(1)(2) YEAR (3) ($/SH) DATE 5% ($) 10% ($) - ---- ---------- ---------- -------- ---------- ---------- ---------- Bernard J. Couillaud......... 11,188 1.18 $8.94 8/31/04 $ 34,007 $77,151 126,812 13.42 $8.94 8/31/04 $385,458 $874,474 Robert J. Quillinan.......... 11,188 1.18 $8.94 8/31/04 $34,007 $77,151 22,812 2.41 $8.94 8/31/04 $69,339 $157,308 John Ambroseo................ 11,188 1.18 $8.94 8/31/04 $34,007 $77,151 24,812 2.63 $8.94 8/31/04 $75,419 $171,099 Vittorio Fossati-Bellani..... 11,188 1.18 $8.94 8/31/04 $34,007 $77,151 12,812 1.36 $8.94 8/31/04 $38,943 $88,349 Robert M. Gelber............. 11,188 1.18 $8.94 8/31/04 $34,007 $77,151 6,812 0.72 $8.94 8/31/04 $20,706 $46,974
(1) The Company's 1987 Stock Option Plan and 1995 Stock Plan (collectively the "Option Plans") provide for the grant of options and stock purchase rights to officers, employees and consultants of the Company. Options granted under the Option Plans may be either "nonstatutory options" or "incentive stock options." The exercise price is determined by the Board of Directors or its Compensation Committee and, in the case of incentive stock options, may not be less than 100% of the fair market value of the Common Stock on the date of grant (110% in the case of grants to 10% shareholders). The options expire not more than ten years from the date of grant and may be exercised only while the optionee is employed by the Company or within such period of time after termination of employment as is determined by the Board or its Committee at the time of grant. The Board of Directors may determine when options granted may be exercisable. (2) The first entry for each individual sets forth the number of options awarded that are intended to qualify as "incentive stock options" within the meaning of Section 422 of the Internal Revenue Code of 1986. The second entry for each individual sets forth the number of options that are nonstatutory stock options. (3) The Company granted options to purchase an aggregate of 644,200 to all employees other than executive officers and granted options to purchase an aggregate of 301,000 shares to all executive officers as a group (7 persons), during fiscal 1998. (4) This column sets forth hypothetical gains or "option spreads" for the options at the end of their respective ten-year terms, as calculated in accordance with the rules of the Securities and Exchange Commission. Each gain is based on an arbitrarily assumed annualized rate of compound appreciation of the market price at the date of grant of 5% and 10% from the date the option was granted to the end of the option term. The 5% and 10% rates of appreciation are specified by the rules of the Securities and Exchange Commission and do not represent the Company's estimate or projection of future Common Stock prices. The Company does not necessarily agree that this method properly values an option. Actual gains, if any, on option exercises are dependent on the future performance of the Company's Common Stock and overall market conditions. -4- The following table shows, as to the individuals named in the Summary Compensation Table above, information concerning stock options exercised during the fiscal year ended September 26, 1998 and the value of unexercised options at such date. AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
NUMBER OF SECURITIES UNDERLYING UNEXERCISED VALUE OF UNEXERCISED OPTIONS/SARS AT IN-THE-MONEY OPTIONS AT SHARES VALUE SEPTEMBER 26, 1998 (#)(2) SEPTEMBER 26, 1998 ($)(3) ACQUIRED ON REALIZED --------------------------- --------------------------- NAME EXERCISE (#) ($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE - ---- ------------ --------- ----------- ------------- ----------- ------------- Bernard J. Couillaud.......... 0 $0 48,000 180,000 $67,500 $77,625 Robert J. Quillinan........... 36,000 $320,250 12,000 60,000 $0 $19,125 John Ambroseo................. 2,000 $18,750 7,000 54,000 $0 $20,250 Vittorio Fossati-Bellani...... 0 $0 9,000 42,000 $0 $13,500 Robert M. Gelber.............. 1,870 $21,271 22,130 42,000 $31,656 $10,125
- ----------------- (1) The value realized is calculated based on the closing price of the Company's Common Stock as reported by the Nasdaq National Market on the date of exercise minus the exercise price of the option, and does not necessarily indicate that the optionee sold such stock. (2) The Company has not granted any stock appreciation rights and its stock plans do not provide for the granting of such rights. (3) The market value of underlying securities is based on the difference between the closing price of the Company's Common Stock on September 25, 1998 of $9.50 (as reported by Nasdaq National Market) and the exercise price. DIRECTOR COMPENSATION In fiscal year 1998, members of the Board of Directors who were not employees of the Company received $16,000 plus $1,500 per meeting attended and were reimbursed for their expenses incurred in attending such meetings. The Company's 1990 Directors' Stock Option Plan (the "Directors' Option Plan") was adopted by the Board of Directors on December 8, 1989 and was approved by the stockholders on March 29, 1990. The Directors' Option Plan was amended by the Board of Directors on January 25, 1996, and the amendment was approved by the stockholders on March 20, 1996. The Directors' Option Plan provides for the automatic and non-discretionary grant of a non-statutory stock option to purchase 20,000 shares of the Company's Common Stock to each non-employee director on the later of the effective date of the Directors' Option Plan or the date on which such person becomes a director. Thereafter, each non-employee director will be automatically granted a non-statutory stock option to purchase 5,000 shares of Common Stock on the date of and immediately following each Annual Meeting of Stockholders at which such non-employee director is reelected to serve on the Board of Directors, if, on such date, he or she has served on the Board for at least three months. Such plan provides that the exercise price shall be equal to the fair market value of the Common Stock on the date of grant of the options. Three non-employee directors have each been granted options to purchase 60,000 shares of the Company's Common Stock under such plan at a weighted average exercise price of $11.34. One non-employee director has been granted options to purchase 40,000 shares of the Company's Common Stock -5- under such plan at a weighted average exercise price of $13.58 per share. One non-employee director has been granted options to purchase 25,000 shares of the Company's Common Stock under such plan at a weighted average exercise price of $22.61 per share. As of November 24, 1998, 110,000 shares had been issued on exercise of such options. The following table shows, as to each non-employee director, information concerning options exercised under the Directors' Option Plan during the last fiscal year: OPTION EXERCISES IN LAST FISCAL YEAR BY DIRECTORS
NAME SHARES ACQUIRED ON EXERCISE VALUE REALIZED(1) - ---- --------------------------- ----------------- Frank Carrubba..................... 5,000 $84,688 Jerry E. Robertson................. 5,000 $62,656
- ------------------ (1) The value realized is calculated based on market value less exercise price. The market value of underlying securities is based on the closing price of the Company's Common Stock as reported by the NASDAQ National Market on the date of exercise. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION The Compensation Committee is composed of Directors Carrubba, Cantoni, Nelsen and Robertson. During the last fiscal year, the Company paid Dr. Thomas Nelsen $63,000 in consulting fees. Dr. Nelsen has more than 40 years of experience as a physician and, before his retirement, was a Professor of Surgery at Stanford University School of Medicine. Utilizing this experience, Dr. Nelsen has worked closely with the Company in developing and refining new laser products for the medical field. Management believes that this arrangement is at least as favorable as could be negotiated with an outside consultant. Mr. Gauthier and the Company have entered into a Management Transition Agreement pursuant to which Mr. Gauthier has agreed to provide employment and consulting services to the Company through June 30, 1999. In consideration for these services, the Company agreed (i) to pay Mr. Gauthier his base salary through June 30, 1997, (ii) to pay him an hourly consulting fee equal to $175.00 for services rendered through June 30, 1999, and (iii) to provide him with benefits under the Company's medical, dental and life insurance plans. OTHER EMPLOYEE BENEFIT PLANS EMPLOYEE RETIREMENT AND INVESTMENT PLAN AND SUPPLEMENTARY RETIREMENT PLAN Effective January 1, 1979, the Company adopted the Coherent Employee Retirement and Investment Plan. Employees become eligible to participate after completing one year of service. Under this plan, the Company will match employee contributions to the plan up to a maximum of 6% of the employee's individual earnings. An employee is not entitled to any part of the Company's contribution until the completion of his or her third year of employment. After the end of the third year of employment, 20% of the Company's contribution vests. Thereafter, an additional 20% of the Company's contribution vests at the end of each year of completed service until the end of the seventh year of employment when such contributions become 100% vested. Effective as of 1985, the plan was amended and restated to conform the plan to new regulations and to qualify under Section 401(k) of the Internal Revenue Code of 1986, as amended to permit employees to make contributions to the plan from their pre-tax earnings. Effective January 1, 1990, the Company adopted the Supplementary Retirement Plan which provides that certain senior management may contribute income to a trust fund. The Company will match such contributions up to 6% of the participant's -6- income. Such contributions are subject to the same vesting requirements as contributions made under the Employment Retirement and Investment Plan. MANAGEMENT BONUS PLAN The Company's Management Bonus Plan provides for the payment of quarterly cash bonuses to members of management designated by the Board of Directors determined by a formula based on improvements of pre-tax profits, cash flow and asset management over preset threshold levels for each operating group or business unit. Those employees who participate in the Bonus Plan who are not assigned to an operating group or business unit receive an average of such amounts. PRODUCTIVITY INCENTIVE PLAN Under the Company's Productivity Incentive Plan (the "Incentive Plan"), 450,000 shares of Common Stock were initially reserved, and as of the fiscal year ended September 26, 1998, 50,647 shares of Common Stock were available for issuance to employees of the Company and its designated subsidiaries who are customarily employed for at least twenty hours per week. The purpose of the Incentive Plan is to enhance an employee's proprietary interest in the Company and to create an incentive for the Company's success. The Incentive Plan provides for the quarterly distribution of cash or Common Stock, at the election of each participant, based upon the quarterly profitability of the Company. The amount of cash or number of shares of Common Stock distributed to each participant is determined by dividing a participant's "incentive compensation" by the fair market value of the Company's Common Stock at the end of each three-month period. EMPLOYEE STOCK PURCHASE PLAN The Company's Employee Stock Purchase Plan (the "Purchase Plan") was adopted by the Board of Directors and approved by the stockholders in 1980. A total of 4,575,000 shares of Common Stock have been reserved under the Purchase Plan, and as of the end of fiscal year 1998, 653,024 shares of Common Stock remained available for issuance thereunder. The Purchase Plan permits employees who are employed for at least twenty hours per week and more than five months in a calendar year to purchase Common Stock of the Company, through payroll deductions at the lower of 85% of the fair market value of the Common Stock at the beginning or at the end of each twelve-month period. Payroll deductions may not exceed 10% of an employee's compensation. The Purchase Plan provides for two offerings during each fiscal year, each having a duration of twelve months. -7- Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth as of January 20, 1999 certain information with respect to the beneficial ownership of the Company's Common Stock by (i) any person (including any "group" as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) known by the Company to be the beneficial owner of more than 5% of the Company's voting securities, (ii) each director and each nominee for director to the Company, (iii) each of the executive officers named in the Summary Compensation Table appearing herein, and (iv) all executive officers and directors of the Company as a group.
NUMBER OF PERCENT NAME AND ADDRESS SHARES (1) OF TOTAL - ---------------- ---------- -------- ICM Asset Management (2)......................................................... 2,567,175 10.75% 601 W. Main Ave. Spokane, WA 99201 Franklin Templeton Group (3)..................................................... 2,390,260 10.01% 777 Mariners Blvd. San Mateo, CA 94404 PRIMECAP Management (4).......................................................... 2,010,000 8.41% 225 S. Lake Ave, #400 Pasadena, CA 91101 Eagle Asset Management (5)....................................................... 1,773,555 7.42% 880 Carillon Pkwy., 3rd Floor St. Petersburg, FL 33733 Henry E. Gauthier (6)............................................................ 100,330 * Bernard J. Couillaud (7)......................................................... 80,626 * Robert J. Quillinan (8).......................................................... 62,048 * Robert M. Gelber (9)............................................................. 37,333 * Jerry E. Robertson (10).......................................................... 30,000 * Frank Carrubba (11).............................................................. 20,000 * Thomas Sloan Nelsen (12)......................................................... 12,000 * Charles W. Cantoni (13).......................................................... 10,000 * Vittorio Fossati-Bellani (14).................................................... 10,746 * John Ambroseo (15)............................................................... 10,866 * All directors and executive officers as a group (12 persons) (16).................................................... 439,789 1.84%
- ------------------- * Represents less than 1%. (1) Beneficial ownership is determined in accordance with the rules of the Securities and Exchange commission (the "SEC") and generally includes voting or investment power with respect to the securities. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, each share of Coherent Common Stock subject to options held by that person that will be exercisable on or before March 21, 1999, are deemed outstanding. Such shares, however, are not deemed outstanding for the purpose of computing the percentage ownership of any other person. -8- (2) Represents shares reported by Carson Group on January 14, 1999 as being held by ICM Asset Management as of September 30, 1998. (3) Represents shares reported by Carson Group on January 14, 1999 as being held by Franklin Advisers, Inc. as of September 30, 1998. (4) Represents shares reported by Carson Group on January 14, 1999 as being held by PRIMECAP Management as of September 30, 1998. (5) Represents shares reported by Carson Group on January 14, 1999 as being held by Eagle Asset Management as of September 30, 1998. (6) Includes 27,000 shares issuable upon exercise of options held by Mr. Gauthier which are currently exercisable or will become exercisable within 60 days of January 20, 1999. (7) Includes 48,000 shares issuable upon exercise of options held by Mr. Couillaud which are currently exercisable or will become exercisable within 60 days of January 20, 1999. (8) Includes 12,000 shares issuable upon exercise of options held by Mr. Quillinan which are currently exercisable or will become exercisable within 60 days of January 20, 1999. (9) Includes 22,130 shares issuable upon exercise of options held by Mr. Gelber which are currently exercisable or will become exercisable within 60 days of January 20, 1999. (10) Includes 5,000 shares issuable upon exercise of options held by Mr. Robertson which are currently exercisable or will become exercisable within 60 days of January 20, 1999. (11) Includes 10,000 shares issuable upon exercise of options held by Mr. Carrubba which are currently exercisable or will become exercisable within 60 days of January 20, 1999. (12) Includes 5,000 shares issuable upon exercise of options held by Dr. Nelsen which are currently exercisable or will become exercisable within 60 days of January 20, 1999. (13) Includes 10,000 shares issuable upon exercise of options held by Mr. Cantoni which are currently exercisable or will become exercisable within 60 days of January 20, 1999. (14) Includes 9,000 shares issuable upon exercise of options held by Mr. Fossati-Bellani which are currently exercisable or will become exercisable within 60 days of January 20, 1999. (15) Includes 7,000 shares issuable upon exercise of options held by Mr. Ambroseo which are currently exercisable or will become exercisable within 60 days of January 20, 1999. (16) Includes an aggregate of 185,630 options which are currently exercisable or will become exercisable within 60 days of January 20, 1999. -9- Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS The following table sets forth information with respect to all executive officers of the Company who had indebtedness outstanding during the past fiscal year. This indebtedness arose as a result of the delivery of promissory notes in connection with the exercise of stock options.
LARGEST AMOUNT BALANCE AT NEW LOANS INTEREST MATURITY OUTSTANDING SEPTEMBER 26, NAME DURING 1998 RATES DATE(S) DURING 1998 1998 - ---- ----------- -------- -------- ----------- ------------- Scott Miller................ $0.00 7.10% 10/4/99 $111,680 $111,680 Bob Quillinan............... $325,779 5.68-5.69% 2/27/03-7/31/03 $325,779 $325,779
All promissory notes are full recourse and are secured by the shares of Common Stock of the Company issued upon exercise of the options. Interest is paid annually. See "Executive Compensation -- Compensation Committee Interlocks and Insider Participation" for a description of Dr. Nelsen's consulting arrangement with the Company. -10- SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment No. 2 to Form 10-K on Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized on this 21st day of January 1999. COHERENT, INC. By: /s/ BERNARD J. COUILLAUD ------------------------------------- Bernard J. Couillaud President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this Amendment No. 2 to Form 10-K on Form 10-K/A has been signed below by the following persons on January 21, 1999 on behalf of the Registrant and in the capacities and on the dates indicated:
SIGNATURES TITLE ---------- -------- * Director, President & Chief Executive Officer - ------------------------------ (Principal Executive Officer) Bernard J. Couillaud * Executive Vice President & Chief Financial Officer - ------------------------------ Robert J. Quillinan * Director, Chairman of the Board - ------------------------------ Henry E. Gauthier * Director - ------------------------------ Charles W. Cantoni * Director - ------------------------------ Frank Carrubba * Director - ------------------------------ Thomas Sloan Nelsen * Director - ------------------------------ Jerry E. Robertson
* By: /s/ BERNARD J. COUILLAUD ---------------------------- Bernard J. Couillaud Attorney-in-Fact -----END PRIVACY-ENHANCED MESSAGE-----