-----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, VMEWlrogaRvmjFIQijyQfvDBJnj2DjlZPHHzv75WpvFJzgxO+GzWpjTzI3ETAIPg drSTWW/rM+RXJ4vtjUvkFQ== /in/edgar/work/20000807/0000820318-00-000041/0000820318-00-000041.txt : 20000921 0000820318-00-000041.hdr.sgml : 20000921 ACCESSION NUMBER: 0000820318-00-000041 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000807 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LASER POWER CORP/FA CENTRAL INDEX KEY: 0000874019 STANDARD INDUSTRIAL CLASSIFICATION: [3827 ] IRS NUMBER: 953423358 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 425 SEC ACT: SEC FILE NUMBER: 000-22625 FILM NUMBER: 687271 BUSINESS ADDRESS: STREET 1: 36570 BRIGGS ROAD CITY: MURRIETA STATE: CA ZIP: 92563 BUSINESS PHONE: 9099261866 MAIL ADDRESS: STREET 1: 12777 HIGH BLUFF DRIVE CITY: SAN DIEGO STATE: CA ZIP: 92130 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: II-VI INC CENTRAL INDEX KEY: 0000820318 STANDARD INDUSTRIAL CLASSIFICATION: [3827 ] IRS NUMBER: 251214948 STATE OF INCORPORATION: PA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: 375 SAXONBURG BLVD CITY: SAXONBURG STATE: PA ZIP: 16056 BUSINESS PHONE: 4123524455 MAIL ADDRESS: STREET 1: 375 SAXONBURG BLVD CITY: SAXONBURG STATE: PA ZIP: 16056 425 1 0001.txt Filed by II-VI Incorporated pursuant to Rule 425 under the Securities Act of 1933 and deemed to be filed pursuant to Rule 14d-2 of the Securities and Exchange Act of 1934 Subject Company: Laser Power Corporation Commission File No.: 000-22625 August 7, 2000 Jim Martinelli Treasurer & Chief Financial Officer (724) 352-4455 jmartinelli@ii-vi.com II-VI Homepage: www.ii-vi.com II-VI MAILS REVISED EXCHANGE OFFER MATERIALS; EXTENDS LASER POWER OFFER TO AUGUST 11, 2000 PITTSBURGH, PA - Aug. 7, 2000 / PRNewswire/ - II-VI Incorporated (Nasdaq: IIVI) is mailing revised exchange offer materials today to stockholders of Laser Power Corporation (Nasdaq: LPWR). II-VI is offering to exchange .052 share of II-VI common stock and $2.89 in cash for each outstanding share of Laser Power common stock (including the associated rights to purchase preferred stock). The merger agreement between II-VI and Laser Power provides that Laser Power stockholders will receive a guaranteed "floor price" of $5.15 per share payable in II-VI common stock and cash. Under the merger agreement, the guaranteed aggregate "floor price" of $5.15 per share will be calculated by reference to the twelve trading days ending three trading days prior to the expiration date of the offer. If the weighted average market price of II-VI common stock for the twelve days ending three trading days prior to the expiration date of the offer is less than $43.46, then II-VI will pay .052 share of II-VI common stock plus an additional amount of cash so that the aggregate amount of the consideration is $5.15 per share. II-VI also announced that it has extended the expiration date of the exchange offer until 12:00 midnight, Eastern time, on August 11, 2000. Investors and security holders are advised to read II-VI's Registration statement and tender offer statement with respect to its exchange offer for Laser Power stock, and any amendments or supplements to these documents, which contain important information. Copies of these documents, and any other documents filed by II-VI and Laser Power with the SEC, can be obtained free of charge at the SEC's Internet website at http://www.sec.gov. Free copies of the exchange offer materials may also be obtained by calling II-VI's information agent, Morrow & Co., Inc., toll-free at (800)566-9061. II-VI filed its revised exchange offer materials with the SEC on Friday. Headquartered in Saxonburg, Pennsylvania II-VI Incorporated designs, manufactures and markets optical and electro-optical components, devices and materials for infrared, near-infrared, visible light, x-ray and gamma-ray instrumentation and has recently announced new products to serve the telecommunication industry. II-VI's infrared products are used primarily in high-power CO2 (carbon dioxide) lasers. II-VI's VLOC subsidiary manufactures near-infrared and visible light products for industrial, scientific and medical instruments and solid-state (such as YAG and YLF) lasers and products for the telecommunications industry. II-VI's eV PRODUCTS division manufactures and markets solid-state x-ray and gamma-ray detector products for the nuclear radiation detection industry. CONTACT: Jim Martinelli, Treasurer & Chief Financial Officer of II-VI Incorporated, 724-352-4455, or e-mail, jmartinelli@ii-vi.com -----END PRIVACY-ENHANCED MESSAGE-----