SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 22, 1996 _________________ II-VI INCORPORATED __________________ (Exact name of registrant as specified in its charter) Pennsylvania 0-16195 25-1214948 ____________ _______ __________ (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification Number) 375 Saxonburg Boulevard, Saxonburg, Pennsylvania 16056 ________________________________________________ _____ (Address of principal executive offices) (ZIP Code) Registrant's telephone number, including area code: 412-352-4455 ____________ Item 2. Acquisition or Disposition of Assets ____________________________________ On February 22, 1996, Lightning Optical Corporation, a Florida corporation located in Tarpon Springs, Florida ("Lightning Optical"), merged with and into II-VI Lightning Optical Incorporated ("II-VI Lightning"), a newly-formed wholly-owned Pennsylvania subsidiary of the Registrant, II-VI Incorporated. As a result of the merger, II-VI Lightning acquired substantially all of the assets and assumed certain liabilities of Lightning Optical. The aggregate purchase price paid to the shareholders of Lightning Optical (the "Sellers") consisted of $2.5 million in cash and 186,183 shares of the Common Stock, no par value, of the Registrant. A portion of the cash portion of the purchase price will be held in escrow for potential post-closing adjustments. The purchase price was determined by negotiation. The Registrant paid the cash portion of the purchase price from cash on hand. The Registrant has agreed to file a registration statement with respect to a market offering of the shares of Common Stock issued in the transaction. The assets of Lightning Optical acquired by II-VI Lightning in the merger include inventory, accounts receivable, machinery and equipment, real estate and intangibles. These assets were used by Lightning Optical in the design and manufacture of optics and materials for visible and near infrared applications. These products are used in industrial, medical and scientific solid-state lasers and electro-optic equipment. The registrant intends to use the acquired assets in a similar fashion. Annual sales of Lightning Optical are in the $6.0 million range. See the Registrant's Press Release dated February 23, 1996, for further information regarding this transaction. Item 7. Financial Statements, Pro Forma Financial Information _____________________________________________________ and Exhibits ____________ (a) Financial statements of business acquired. The following financial statements of Lightning Optical Corporation are hereby filed as part of this Form 8-K/A: Independent Auditors' Report Balance Sheet Statement of Earnings Statement of Shareholders' Equity Statement of Cash Flows Notes to Financial Statements Unaudited Balance Sheet Unaudited Statement of Earnings Unaudited Statement of Shareholders' Equity Unaudited Statement of Cash Flows Notes to Unaudited Financial Statements (b) Pro forma financial information. The following financial statements of the Registrant are hereby filed as part of this Form 8-K/A: Pro Forma Condensed Consolidated Statements of Operations -- Twelve Months Ended June 30, 1995, and Nine Months Ended March 31, 1996 Notes to Pro Forma Condensed Consolidated Statements of Operations Note: Pro forma balance sheet information at March 31, 1996, is not included in this Form 8-K/A as the assets and liabilities acquired from the Seller are reflected on the Registrant's historical balance sheet at March 31, 1996 included in the Registrant's Quarterly Report on Form 10-Q previously filed with the Securities and Exchange Commission on May 7, 1996. Independent Auditors' Report To the Board of Directors and Sole Shareholder of II-VI Lightning Optical Incorporated Tarpon Springs, Florida We have audited the accompanying balance sheet of Lightning Optical Corporation as of June 30, 1995, and the related statements of earnings, shareholders' equity and cash flows for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Lightning Optical Corporation as of June 30, 1995, and results of its operations and its cash flows for the year then ended in conformity with generally accepted accounting principles. /s/ Alpern, Rosenthal & Company Pittsburgh, Pennsylvania March 29, 1996 Lightning Optical Corporation Balance Sheet ($000)

June 30, 1995 _____________ Current assets Cash and equivalents $ 75 Accounts receivable - less allowance for doubtful accounts of $4 778 Inventories 227 Deferred income taxes 45 Prepaid and other current assets 27 ______ Total Current Assets 1,152 Property, Plant and Equipment, net 1,465 Other Assets 18 ______ $ 2,635 ====== Current Liabilities Notes payable $ 450 Accounts payable 70 Accrued salaries, wages and bonuses 369 Accrued profit sharing contribution 148 Other current liabilities 51 Current portion of long-term debt 85 ______ Total Current Liabilities 1,173 Long Term Debt--less current portion 246 Deferred Income Taxes 41 Commitments & Contingencies - Shareholder's Equity Common stock, $0.01 par value; authorized - 1,000,000 shares; issued - 978,500 shares 10 Additional paid in capital 69 Retained Earnings 1,128 _______ 1,207 Less treasury stock at cost, 50,625 shares 32 _______ Total Shareholders' Equity 1,175 _______ $ 2,635 ======= The accompanying notes are an integral part of the financial statements.

Lightning Optical Corporation Statement of Earnings ($000)

Year Ended June 30, 1995 _________________ Revenues Net Sales $ 4,953 ______ Costs, Expenses and Other Income Cost of goods sold 3,041 Internal research and development 156 Selling, general and administrative expenses 1,427 Interest expense 135 Other expense (income) - net 21 ______ $ 4,780 ______ Earnings Before Income Taxes 173 Income Taxes 160 ______ Net Earnings $ 13 ====== The accompanying notes are an integral part of the financial statements.

Lightning Optical Corporation Statement of Shareholders' Equity ($000)

Common Retained Additional Treasury Stock Earnings Paid in Capital Stock Total _________________________________________________________________ Balance - July 1, 1994 $ 10 $ 1,115 $ 69 $ (32) $ 1,162 Net earnings for the year - 13 - - 13 ______ ________ _______ _______ _______ Balance - June 30, 1995 $ 10 $ 1,128 $ 69 $ (32) $ 1,175 ====== ======== ======= ======= ======= The accompanying notes are an integral part of the financial statements.

Lightning Optical Corporation Statement of Cash Flows ($000)

Year Ended June 30, ____________ 1995 _______ Cash Flows from Operating Activities Net Earnings $ 13 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation 179 Net loss on disposal of property and equipment 28 Deferred income taxes (22) Increase (decrease) in cash from changes in: Accounts receivable (88) Inventories 21 Accounts payable 13 Other operating net assets 12 _______ Net cash provided by operating activities 156 _______ Cash Flows from Investing Activities Additions to property and equipment (253) Additions to other assets (1) _______ Net cash used in investing activities (254) _______ Cash Flows from Financing Activities Proceeds from long-term borrowings 280 Payments on long-term borrowings (350) _______ Net cash used in financing activities (70) _______ Net (decrease) in cash and equivalents (168) Cash and Equivalents at Beginning of year 243 _______ Cash and Equivalents at End of year $ 75 ======= The accompanying notes are an integral part of the financial statements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note A - Basis of Presentation _____________________ SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Business __________________ The Company designs, manufactures and markets optics and materials for visible and near infrared applications. These products are used in industrial, medical and scientific solid-state lasers and electro-optic equipment. Inventories ___________ Inventories are valued at the lower of cost or market, with cost determined on the first-in, first-out basis. Inventory costs include material, labor and manufacturing overhead. Depreciation ____________ Depreciation for financial reporting purposes is computed primarily by the straight-line method over the estimated useful lives of the assets. Income Taxes ____________ The Company has adopted Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes (SFAS 109). Under SFAS 109, deferred taxes are determined based on the differences between financial statement and tax bases of assets and liabilities using enacted tax rates in effect in the years in which the assets or liabilities are expected to be settled. A valuation allowance is established for any deferred tax asset for which realization is not considered likely. Revenue Recognition ___________________ Revenue, other than on long-term U.S. Government sales contracts and subcontracts, is recognized from sales when a product is shipped. Revenue on long-term U.S. Government sales contracts and subcontracts is accounted for using the percentage-of-completion method, whereby revenue and profits are recognized throughout the performance period of the contract. Losses on contracts are recorded in full when identified. Cash ____ For the purpose of the statement of cash flows, the Company considers highly liquid debt instruments with an original maturity of three months or less to be cash equivalents. Estimates _________ The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Fair Value of Financial Instruments ___________________________________ Financial instruments consist primarily of cash, accounts receivable and debt, all of which are stated at amounts which approximate fair value. NOTE B INVENTORIES ___________ The components of inventories are as follows: June 30, 1995 ($000's) __________ Raw Materials $ 52 Work in Progress 55 Finished Goods 120 __________ $ 227 ========== NOTE C PROPERTY, PLANT AND EQUIPMENT _____________________________ Property, plant and equipment (at cost) consist of the following: June 30, 1995 ($000's) ________ Land and land improvements $ 135 Buildings and improvements 962 Machinery and equipment 1,066 ________ $ 2,163 Less accumulated depreciation 698 ________ $ 1,465 ======== NOTE D NOTES PAYABLE _____________ Notes payable at June 30, 1995 consist of $450,000 of demand notes to three of the principal shareholders of the Company. These notes are callable upon demand and require monthly payments of interest at an annual rate of 18%. Subsequent to year end, the Company borrowed $500,000 against an existing revolving line of credit with Barnett Bank. The loan is unsecured and guaranteed by the principal shareholders. Interest is payable on the outstanding balance at prime +0.5% and the loan is subject to annual renewal. NOTE E LONG-TERM DEBT ______________ Long-term debt at June 30, 1995 consists of the following: June 30, 1995 ($000) ________ Installment note with interest at prime +0.5%, $ 271 due April 2000 Other notes with interest ranging from 6% to 7.75%, due at various dates ranging from May 1996 to December 1997 60 ________ 331 Less current portion 85 ________ $ 246 ======== The installment note is unsecured and guaranteed by the principal shareholders. The various other notes are collateralized by transportation equipment obtained under the loans, with a net book value of $72,000. Subsequent to June 30, 1995 the notes were paid in full. The prime rate at June 30, 1995 was 9.0%. The following is a schedule by years of approximate future principal payments of debt as of June 30, 1995. Year Ended June 30, _____________________ 1996 $ 85,000 1997 80,000 1998 63,000 1999 56,000 2000 47,000 _____________________ $ 331,000 ===================== Subsequent to year end the Company obtained a $175,000 unsecured term loan with interest payable at prime, guaranteed by the principal shareholders. Total interest payments made during the year ended June 30, 1995 for both notes payable and long-term debt was approximately $135,000. NOTE F INCOME TAXES ____________ The components of income tax expense are as follows: Year Ended June 30, ($000's) 1995 ___________________ Current: Federal $ 167 State 15 Deferred (22) ______ $ 160 ====== Deferred income taxes reflect the net effect of temporary differences between the amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Principal items comprising net deferred income tax liabilities are as follows: June 30, ($000's) 1995 ________ Deferred tax liabilities Tax over book accumulated depreciation $ 41 ________ Deferred tax assets Inventory capitalization 4 Non-deductible accruals 36 Contribution carryforward 5 ________ Deferred tax asset $ 45 ======== The reconciliation of income tax expense at the statutory federal rate to the reported income tax expense is as follows: Year Ended June 30, ($000's) 1995 % ___________________ Taxes at statutory rate $ 59 34 Increase (decrease) in taxes resulting from : State income taxes - net of federal benefit 10 6 Additional tax from IRS examination 78 45 Non-deductible expenses 13 7 ___________________ $ 160 92 =================== The source of differences resulting in the deferred income tax credit and the related tax effect of each were as follows: Year Ended June 30, ($000's) 1995 ___________________ Depreciation $ (9) Inventory capitalization (2) Other - Primarily non-deductible accruals (11) ___________________ $ (22) =================== During the year ended June 30, 1995, cash paid by the Company for income taxes was approximately $166,000. NOTE G OPERATING LEASES ________________ The Company leases certain property under operating leases. Rent expense was approximately $12,000 for the year ended June 30, 1995. Future annual rental commitments applicable to the operating lease at June 30, 1995 are approximately $16,000, $17,000 and $17,000 for 1996, 1997 and 1998 respectively. NOTE H PROFIT-SHARING AND TRUST ________________________ The Company maintains a profit-sharing plan covering all eligible employees. Contributions to the plan are determined annually by the Officers. The Company's contribution for the year ended June 30, 1995 was $148,000. NOTE I STOCK OPTION PLAN _________________ The Company has an incentive stock option plan covering executives and key employees. At June 30, 1995 there were no options granted or outstanding. Subsequent to year end, there was one option granted and exercised for 10,000 shares at an option price of $1.00 per share. NOTE J SUBSEQUENT EVENTS _________________ On September 11, 1995, the Company purchased 205,000 shares of treasury stock for $675,000 from a major shareholder. In February 1996, the Company agreed to sell approximately two acres of land to the City of Tarpon Springs. The Company recorded a gain on this transaction of $39,375 . On February 22, 1996, II-VI Lightning Optical Incorporated, a wholly owned subsidiary of II-VI Incorporated, purchased 100% of the outstanding capital stock of Lightning Optical Corporation. Immediately following the acquisition, Lightning Optical Corporation merged with and into II-VI Lightning Optical Incorporated. LIGHTNING OPTICAL CORPORATION The accompanying condensed financial statements for the six month period ended December 31, 1995 are unaudited. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation for the periods presented have been included. The results of operations for the six month period ended December 31, 1995 are not necessarily indicative of the results to be expected for the full year. Lightning Optical Corporation Unaudited Balance Sheet ($000)

December 31, 1995 _________________ Current assets Cash and equivalents $ 330 Accounts receivable 973 Inventories 227 Deferred income taxes 45 Prepaid and other current assets 66 ______ Total Current Assets 1,641 Property, Plant and Equipment, net 1,402 Other Assets 3 ______ $ 3,046 ====== Current Liabilities Notes payable $ 950 Accounts payable 93 Accrued salaries, wages and bonuses 341 Income taxes payable 105 Accrued profit sharing contribution 173 Other current liabilities 40 Current portion of long-term debt 91 ______ Total Current Liabilities 1,793 Long Term Debt--less current portion 318 Deferred Income Taxes 41 Commitments and Contingencies - Shareholder's Equity Common stock, $0.01 par value; authorized - 1,000,000 shares; issued - 978,500 shares 10 Additional paid in capital 69 Retained Earnings 1,522 _______ 1,601 Less treasury stock, at cost 255,625 shares 707 _______ Total Shareholders' Equity 894 _______ $ 3,046 ======= The accompanying notes are an integral part of the financial statements.

Lightning Optical Corporation Unaudited Statement of Earnings ($000)

6 Months Ended December 31, 1995 _________________ Revenues Net Sales $ 3,026 ______ Costs, Expenses and Other Income Cost of goods sold 1,621 Internal research and development 128 Selling, general and administrative expenses 694 Interest expense 72 Other expense (income) - net (40) ______ $ 2,475 ______ Earnings Before Income Taxes 551 Income Taxes 157 ______ Net Earnings $ 394 ====== The accompanying notes are an integral part of the financial statements.

Lightning Optical Corporation Unaudited Statement of Shareholders' Equity ($000)

Common Retained Additional Treasury Stock Earnings Paid in Capital Stock Total _________________________________________________________________ Balance - July 1, 1995 $ 10 $ 1,128 $ 69 $ (32) $ 1,175 Net earnings for the period - 394 - - 394 Purchase of treasury stock - - - (675) (675) ______ ________ _______ ______ _______ Balance - December 31, 1995 $ 10 $ 1,522 $ 69 $ (707) $ 894 ====== ======== ======= ====== ======= The accompanying notes are an integral part of the financial statements.

Lightning Optical Corporation Unaudited Statement of Cash Flows ($000)

6 Months Ended December 31, 1995 _________________ Cash Flows from Operating Activities Net Earnings $ 394 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation 86 Net loss (gain) on disposal of property and equipment (39) Increase (decrease) in cash from changes in: Accounts receivable (195) Accounts payable 23 Other operating net assets 53 _______ Net cash provided by operating activities 322 _______ Cash Flows from Investing Activities Additions to property and equipment (95) Proceeds from sale of property, plant and equipment 111 Additions to other assets 14 _______ Net cash provided by investing activities 30 _______ Cash Flows from Financing Activities Proceeds from long-term borrowings 175 Proceeds from short-term borrowings 500 Payments on long-term borrowings (97) Purchase of treasury stock (675) _______ Net cash used in financing activities (97) _______ Net increase in cash and equivalents 255 Cash and Equivalents at Beginning of year 75 _______ Cash and Equivalents at End of year $ 330 ======= The accompanying notes are an integral part of the financial statements.

LIGHTNING OPTICAL CORPORATION NOTES TO THE UNAUDITED FINANCIAL STATEMENTS NOTE A BASIS OF PRESENTATION _____________________ The condensed financial statements for the six month period ended December 31, 1995 are unaudited. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation for the periods presented have been included. The results of operations for the six month period ended December 31, 1995 are not necessarily indicative of the results to be expected for the full year. NOTE B INVENTORIES ___________ For interim purposes, management estimated the inventory value based on gross margins and product volume. NOTE C PROPERTY, PLANT AND EQUIPMENT _____________________________ Property, plant and equipment (at cost) consist of the following: December 31, ($000's) 1995 ____________ Land and land improvements $ 124 Buildings and improvements 962 Machinery and equipment 1,051 ____________ 2,137 Less accumulated depreciation 735 ____________ $ 1,402 ____________ II-VI INCORPORATED AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS The following Unaudited Pro Forma Condensed Consolidated Statements of Operations are based on the historical financial statements of the Registrant and Lightning Optical Corporation ("LOC"), adjusted to give effect to the acquisition of 100% of the outstanding capital stock of LOC and the integration of the activities of the Registrant and LOC. These statements assume that such events occurred on the first day of the Registrant's 1995 fiscal year (July 1, 1994) and reflect the purchase accounting method for the acquisition. These statements do not purport to present what the Registrant's results of operations actually would have been had the acquisition occurred on July 1, 1994, or to project the results of operations for any future period. II-VI Incorporated and Subsidiaries Unaudited Pro Forma Condensed Consolidated Statements of Operations (000's, Except Per Share Data)

Twelve Months Ended June 30, 1995 Acquisition II-VI & LOC Historical Historical Pro Forma Pro Forma II-VI LOC Adjustments Consolidated __________ __________ ___________ ____________ Revenues Net Sales $ 27,760 $ 4,953 $ 32,713 ______ _____ ______ Costs, Expenses and Other Income Cost of goods sold 16,688 3,041 (581) 19,148 Internal research and development 447 156 603 Selling, general and administrative expenses 7,381 1,562 15 8,958 Interest and other (income) expense - net (143) 21 103 (19) ______ _____ ______ 24,373 4,780 28,690 ______ _____ ______ Earnings Before Income Taxes 3,387 173 4,023 Income Tax Expense 869 160 120 1,149 ______ ______ ______ Net Earnings $ 2,518 $ 13 $ 2,874 ====== ====== ====== Earnings Per Share $ 0.48 $ 0.52 Weighted Average Shares Outstanding 5,289 186 5,475 See accompanying Notes to Pro Forma Condensed Consolidated Statements of Operations

II-VI Incorporated and Subsidiaries Unaudited Pro Forma Condensed Consolidated Statements of Operations (000's, Except Per Share Data)

Nine Months Ended March 31, 1996 Historical Historical Acquisition II-VI & LOC II-VI LOC (through Pro Forma Pro Forma 2/22/96) Adjustments Consolidated __________ __________ ___________ ____________ (Note 1) (Note 2) (Note 2) Revenues Net Sales $ 26,114 $ 4,011 $ 30,125 ______ _____ ______ Costs, Expenses and Other Income Cost of goods sold 15,060 2,154 (396) 16,818 Internal research and development 440 146 586 Selling, general and administrative expenses 6,893 1,103 120 8,116 Interest and other (income) expense - net (206) (63) 77 (192) ______ _____ ______ 22,187 3,340 25,328 ______ _____ ______ Earnings Before Income Taxes 3,927 671 4,797 Income Tax Expense 1,078 211 54 1,343 ______ ______ ______ Net Earnings $ 2,849 $ 460 $ 3,454 ====== ====== ====== Earnings Per Share $ 0.47 $ 0.55 Weighted Average Shares Outstanding 6,095 186 6,281 See accompanying Notes to Pro Forma Condensed Consolidated Statements of Operations

II-VI INCORPORATED AND SUBSIDIARIES NOTES TO PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS 1. II-VI Incorporated and Subsidiaries Historical: The historical amounts represent II-VI Incorporated's results of operations for the nine month period ended March 31, 1996, as reported in the historical consolidated financial statements of II-VI Incorporated. 2. Lightning Optical Acquisition: On February 22, 1996, the Company acquired 100% of the outstanding capital stock of Lightning Optical Corporation for $4.325 million. The acquisition was accounted for as a purchase. Following are notes regarding the LOC historical information and pro forma adjustments for the acquisition: Notes to LOC Historical Statements: This amount includes an $85,000 expense adjustment relating to the IRS examination at a prior period. Pro Forma Adjustments: This pro forma adjustment reflects $581,000 in reduced compensation costs as negotiated during the acquisition. [C] This pro forma adjustment reflects $274,000 in reduced compensation costs as negotiated during the acquisition and an adjustment of ($289,000) reflecting amortization on various intangibles and goodwill acquired. This pro forma adjustment reflects the estimated decrease in interest income as a result of acquiring the stock of LOC through the use of cash. This pro forma adjustment reflects the net impact on income tax expense as a result of the pro forma adjustments. This adjustment reflects the 186,183 shares of II-VI Incorporated common stock issued in conjunction with the purchase of LOC. This pro forma adjustment reflects $396,000 in reduced compensation costs as negotiated during the acquisition. This pro forma adjustment reflects $86,000 in reduced compensation costs as negotiated during the acquisition and an adjustment of ($206,000) reflecting amortization on various intangibles and goodwill acquired.

(c) Exhibits. Exhibit No. Reference ___________ _________ 2.01 Merger Agreement and Plan of Previously filed Reorganization by and among II-VI Incorporated, II-VI Lightning Optical Incorporated and Lightning Optical Corporation, dated as of February 22, 1996 2.02 Registration Rights Agreement Previously filed dated February 22, 1996 by and among certain former shareholders of Lightning Optical Corporation and II-VI Incorporated 2.03 Escrow Agreement dated Previously filed February 22, 1996 by and among certain former shareholders of Lightning Optical Corporation and II-VI Incorporated 99.01 Press Release dated Previously filed February 23, 1996

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 thereunto duly authorized. II-VI INCORPORATED (Registrant) Date: May 7, 1996 By: /s/ James Martinelli _________________________ Name: James Martinelli Title: Treasurer & Chief Financial Officer ??