8-K

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 of earliest event reported):  September 8, 2009

COHERENT, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-33962	94-1622541
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer IdentificationNumber)

5100 Patrick Henry Drive

Santa Clara, CA 95054

(Address of principal executive offices)

(408) 764-4000

(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:

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))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01               Other Events

Pursuant to a Stipulation of Settlement filed on September 8, 2009, Coherent, Inc., by and through its Special Litigation Committee, plaintiffs, and certain of Coherent’s former and current officers and directors have entered into a settlement of the consolidated shareholder derivative litigation captioned In re Coherent, Inc. Shareholder Derivative Litigation, Lead Case No. C-07-0955-JF (N.D. Cal.).

The settlement is subject to final approval by the United States District Court for the Northern District of California, which has scheduled a hearing on November 9, 2009.  On September 14, 2009, the court issued an order (the “Preliminary Order”) granting preliminary approval of the settlement.  The Preliminary Order requires that the Company publish a Notice of Settlement (the “Notice”) in a Current Report on Form 8-K within ten (10) days of the entry of such order.  The Notice is attached hereto as Exhibit 99.1.

Item 9.01.Financial Statements and Exhibits

(d)           Exhibits

Exhibit No.	Description
99.1	Notice of Settlement dated September 14, 2009

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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.
Date: September 24, 2009
	By:	/s/ Bret M. DiMarco
	Bret M. DiMarco
	Executive Vice President and
	General Counsel

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EX-99.1

Exhibit 99.1

UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF CALIFORNIA

SAN JOSE DIVISION

In re COHERENT, INC. SHAREHOLDER DERIVATIVE	)	Lead Case No. C-07-0955-JF
LITIGATION	)
	)	NOTICE OF SETTLEMENT
	)	EXHIBIT A-1
This Document Relates To:	)
	)
	)
ALL ACTIONS.	)

TO:ALL CURRENT RECORD HOLDERS AND BENEFICIAL OWNERS OF THE COMMON STOCK OF COHERENT, INC. (“COHERENT” OR THE “COMPANY”) AS OF AUGUST 12, 2009

PLEASE TAKE NOTICE that the above-captioned consolidated shareholder derivative litigation (the “Action”), is being settled on the terms set forth in a Stipulation of Settlement, dated August 12, 2009 (the “Stipulation”).(1)  The terms of the settlement set forth in the Stipulation (the “Settlement”) include: (1) a financial benefit to Coherent of over $6 million; (2) the adoption and/or implementation of a variety of corporate governance reforms, including measures that relate to and address many of the underlying issues in the Action, including director independence, director stock ownership, board membership and board election procedures, and stock option granting procedures; and (3) Coherent’s payment of Plaintiffs’ Counsel’s attorneys’ fees and expenses in the amount of $3 million.

IF YOU ARE A CURRENT OWNER OF COHERENT COMMON STOCK, YOUR RIGHTS MAY BE AFFECTED BY PROCEEDINGS IN THE LITIGATION.  PLEASE NOTE THAT BECAUSE THIS IS A DERIVATIVE ACTION AND NOT A CLASS ACTION, NO INDIVIDUAL STOCKHOLDER HAS A RIGHT TO BE COMPENSATED AS A RESULT OF THE SETTLEMENT.

On November 9, 2009, at 9:00 a.m., a hearing (the “Settlement Hearing”) will be held before the United States District Court for the Northern District of California, San Jose Division, 280 South First Street, San Jose, California 95113, to determine whether: (1) the terms of the Settlement should be approved as fair, reasonable and adequate to Coherent and Coherent’s shareholders; (2) the Action should be dismissed on the merits and with prejudice; and (3) to approve the negotiated amount of attorneys’ fees to Plaintiffs’ Counsel.

Any shareholder of Coherent that objects to the Settlement of the Action shall have a right to appear and to be heard at the Settlement Hearing, provided that he or she was a shareholder of record or beneficial owner as of August 12, 2009.  Any shareholder of Coherent who satisfies this requirement may enter an appearance through counsel of such shareholder’s own choosing and at such member’s own expense or may appear on their own.  However, no shareholder of Coherent shall be heard at the Settlement Hearing unless no later than 14 days prior to the date of the Settlement Hearing, such shareholder has filed with the Court and delivered to Lead Counsel and Defendants’ counsel, a written notice of objection, their ground for opposing the Settlement, and proof of both their status as a shareholder and the dates of stock ownership of Coherent.  Only shareholders who have filed and delivered valid and timely written notices of objection will be entitled to be heard at the Settlement Hearing unless the Court orders otherwise.

If you wish to object to the Settlement, you must file a written objection setting forth the grounds for such an objection with the Court on or before October 26, 2009, with service on the following parties:

Clerk of the Court UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA SAN JOSE DIVISION 280 South First Street San Jose, CA 95113 Counsel for Plaintiffs Jeffrey D. Light COUGHLIN STOIA GELLER RUDMAN & ROBBINS LLP 655 West Broadway, Suite 1900 San Diego, CA 92101 Nichole T. Browning BARROWAY TOPAZ KESSLER MELTZER & CHECK, LLP 580 California Street, Suite 1750 San Francisco, CA 94104 Counsel for Coherent and the Coherent Special Litigation Committee Michael D. Torpey Michael C. Tu ORRICK, HERRINGTON & SUTCLIFFE LLP 777 S. Figueroa Street, Suite 3200 Los Angeles, CA 90017

Inquiries about the Action or the Settlement may be made to a representative of Lead Counsel: Rick Nelson, c/o Shareholder Relations, Coughlin Stoia Geller Rudman & Robbins LLP, 655 West Broadway, Suite 1900, San Diego, CA 92101; telephone 800-449-4900.

DATED: September 14, 2009 BY ORDER OF THE COURT UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA SAN JOSE DIVISION

(1)           This Notice should be read in conjunction with, and is qualified in its entirety by reference to, the text of the Stipulation, which has been filed with the Court and is available on Coherent’s website at www.coherent.com.  All capitalized terms herein have the same meanings as set forth in the Stipulation unless otherwise indicated.