S-8 1 s8.txt As filed with the Securities and Exchange Commission on December 6, 2001 -------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------------- Form S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ---------------------------- II-VI INCORPORATED (Exact name of registrant as specified in its charter) Pennsylvania 25-1214948 (State or jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 375 Saxonburg Boulevard Saxonburg, Pennsylvania 16056 (Address of principal (Zip Code) executive offices) ---------------------------- II-VI INCORPORATED STOCK OPTION PLAN OF 2001 (Full title of the plan) ---------------------------- Dr. Carl J. Johnson Chairman and Chief Executive Officer II-VI Incorporated 375 Saxonburg Boulevard Saxonburg, Pennsylvania 16056 (724) 352-4455 (Name and address of agent for service) ---------------------------- Copies of communications to: Ronald Basso, Esq. Robert D. German, Esq. Buchanan Ingersoll Sherrard, German & Kelly, P.C. Professional Corporation FreeMarkets Center, 35th Floor One Oxford Centre Pittsburgh, Pennsylvania 15222 301 Grant Street, 20th Floor (412) 355-0200 Pittsburgh, Pennsylvania 15219-1410 Fax (412) 261-6221 (412) 562-8800 Fax (412) 562-1041 ---------------------------- CALCULATION OF REGISTRATION FEE ======================================================================== Proposed Proposed Title of Maximum Maximum Securities Amount Offering Aggregate Amount of to be to be Price Per Offering Registration Registered Registered Share (2) Price Fee (3) ------------------------------------------------------------------------ Common 750,000 $16.23 $12,172,500 $2,909.23 Stock (1) Shares ======================================================================== (1) Includes Preferred Stock Purchase Rights. Prior to the occurrence of certain events, such rights will not be exercisable or evidenced separately from the Common Stock. (2) Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(h) under the Securities Act of 1933, as amended (the "Securities Act"), and based on the average of the high and low sale prices of the Common Stock as quoted on the Nasdaq National Market as of December 4, 2001. (3) Calculated pursuant to Section 6(b) of the Securities Act. ========================================================================== INCORPORATION OF PRIOR REGISTRATION STATEMENTS BY REFERENCE II-VI Incorporated (the "Company") hereby incorporates by reference into this Registration Statement the information contained in the Company's earlier Registration Statements, File Nos. 33-38019 and 333-67121, relating to the Company's Stock Option Plan of 1990 and the Company's Stock Option Plan of 1997, respectively. The Company's Stock Option Plan of 1990 was amended and restated by the Company's Stock Option Plan of 1997 and again amended and restated by the Company's Stock Option Plan of 2001 (the "Plan") pursuant to which securities are being registered hereunder. Item 8. Exhibits. The following is a list of exhibits filed as part of this Registration Statement. Exhibit No. Description Method of Filing ---------- ----------- ---------------- 4.1 II-VI Incorporated Stock Filed herewith. Option Plan of 2001. 5.1 Opinion of Buchanan Ingersoll Filed herewith. Professional Corporation regarding the legality of the securities being registered. 23.1 Consent of Independent Auditors. Filed herewith. 23.2 Consent of Buchanan Ingersoll Included in the opinion Professional Corporation. filed as Exhibit 5.1 to this Registration Statement. [signatures follow] SIGNATURES Pursuant to the requirements of the Securities Act, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Saxonburg, Commonwealth of Pennsylvania, on the 6th day of December, 2001. II-VI INCORPORATED By: /s/ Carl J. Johnson, Chairman and Chief Executive Officer Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on the 6th day of December, 2001. /s/ Carl J. Johnson, Chairman, Chief Executive Officer and Director /s/ Francis J. Kramer, President, Chief Operating Officer and Director /s/ Craig A. Creaturo, Treasurer (Principal Financial and Accounting Officer) /s/ Vincent D. Mattera, Jr., Director /s/ Thomas E. Mistler, Director /s/ Duncan A.J. Morrison, Director /s/ Peter W. Sognefest, Director EXHIBIT INDEX Exhibit No. Description Method of Filing ---------- ----------- ---------------- 4.1 II-VI Incorporated Stock Filed herewith. Option Plan of 2001. 5.1 Opinion of Buchanan Ingersoll Filed herewith. Professional Corporation regarding the legality of the securities being registered. 23.1 Consent of Independent Auditors. Filed herewith. 23.2 Consent of Buchanan Ingersoll Included in the opinion Professional Corporation. filed as Exhibit 5.1 to this Registration Statement.