0001104659-22-076861.txt : 20220701
0001104659-22-076861.hdr.sgml : 20220701
20220701162613
ACCESSION NUMBER: 0001104659-22-076861
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220701
FILED AS OF DATE: 20220701
DATE AS OF CHANGE: 20220701
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: DiMarco Bret
CENTRAL INDEX KEY: 0001364879
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33962
FILM NUMBER: 221061775
MAIL ADDRESS:
STREET 1: PO BOX 54980
CITY: SANTA CLARA
STATE: CA
ZIP: 95056-0980
ISSUER:
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: 1001
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
4
1
tm2220124-11_4seq1.xml
OWNERSHIP DOCUMENT
X0306
4
2022-07-01
1
0000021510
COHERENT INC
COHR
0001364879
DiMarco Bret
5100 PATRICK HENRY DRIVE
SANTA CLARA
CA
95054
0
1
0
0
Exec VP & Chief Legal Officer
Common Stock
2022-07-01
4
D
0
39827
D
0
I
Family Trust
Performance Restricted Stock Units
2022-07-01
4
D
0
20760
D
Common Stock
20760
0
D
On July 1, 2022, II-VI Incorporated ("Buyer"), acquired the Issuer pursuant to that certain Agreement and Plan of Merger entered into by and among the Issuer, Buyer and Watson Merger Sub Inc, a direct, wholly owned subsidiary of Buyer ("Merger Sub"), dated as of March 25, 2021 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving such merger (the "Merger").
At the effective time of the Merger (the "Effective Time"), each outstanding share of the Issuer's common stock (other than certain excluded shares) automatically converted into the right to receive $220.00 in cash, without interest (the "Cash Consideration"), plus 0.91 of a validly issued, fully paid and nonassessable share of Buyer.
Reflects performance-based restricted stock units ("PSUs").
Each PSU outstanding immediately prior to the Effective Time was converted into an award of time-based restricted stock units of Buyer (each, a "Converted RSU") covering a number of shares of Buyer common stock, rounded down to the nearest whole share, equal to the product of (x) the number of shares of Issuer common stock subject to such award of Issuer PSUs based on the greater of the target or actual level of achievement of such goals or metrics immediately prior to the Effective Time, as determined by the Issuer and (y) the sum of (A) 0.91 and (B) the quotient obtained by dividing (i) the $220.00 Cash Consideration by (ii) the volume weighted average price of a share of Buyer common stock for a ten trading day period, starting with the opening of trading on the 11th trading day prior to the closing date of the Merger (the "Closing Date") to the closing of trading on the second to last trading day prior to the Closing Date, as reported by Bloomberg.
/s/ Bret DiMarco
2022-07-01