8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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) June 9, 2016

II-VI Incorporated

(Exact Name of Registrant as Specified in Its Charter)

Pennsylvania

(State or Other Jurisdiction of Incorporation)

0-16195	25-1214948
(Commission File Number)	(IRS Employer Identification No.)
375 Saxonburg Boulevard, Saxonburg, Pennsylvania	16056
(Address of Principal Executive Offices)	(Zip Code)

(724) 352-4455

(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 (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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

Item 8.01 Other Events.

II-VI Incorporated (the Company) updated its investor presentation in advance of the Citi Technology Conference, where the Company will present on June 9, 2016. Among other items, the presentation notes the sale of certain RF assets not including the wafer fab formerly owned by Anadigics, which the Company acquired in March 2016. These RF assets were sold in June 2016 for $45 million in cash at closing plus a $5 million earn out over 18 months, coupled with various support and multi-year supply agreements with the purchaser.

The information in this Current Report on Form 8-K, including the exhibit furnished pursuant to Item 9.01, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities under that Section. Furthermore, the information in this Current Report on Form 8-K, including the exhibit furnished pursuant to Item 9.01, shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 99.1 Investor conference presentation materials titled “Our Technologies for Tomorrow’s Innovations” used beginning June 9, 2016.

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: June 9, 2016	By:	/s/ Mary Jane Raymond
	Name:	Mary Jane Raymond
	Title:	Chief Financial Officer and Treasurer

EXHIBIT INDEX

Exhibit No.	Description
Exhibit 99.1.	Investor conference presentation materials titled “Our Technologies for Tomorrow’s Innovations” used beginning June 9, 2016.

EX-99.1

www.ii-vi.com NASDAQ: IIVI Investor Presentation June 2016 Our Technologies for Tomorrow’s Innovations A global leader powered by engineered material solutions that fully satisfy our customers Exhibit 99.1

www.ii-vi.com I NASDAQ: IIVI Matters discussed in this presentation may contain forward-looking statements that are subject to risks and uncertainties. These risks and uncertainties could cause the forward-looking statements and II-VI Incorporated’s (the Company’s) actual results to differ materially. In evaluating these forward-looking statements, you should specifically consider the “Risk Factors” in the Company’s most recent Form 10-K and Form 10-Q. Forward-looking statements are only estimates and actual events or results may differ materially. II-VI Incorporated disclaims any obligation to update information contained in any forward-looking statement. This presentation contains certain non-GAAP financial measures. Reconciliations of non-GAAP financial measures to their most comparable GAAP financial measures are presented at the end of this presentation. Safe Harbor Statement

Ne Ne Our Core – Material Excellence Ne Sc 21

Global Leader in Engineered Materials Headquartered in Saxonburg, PA ~ 9,300 Employees in 14 Countries Growth-oriented: organic and acquisitions 4 CONSECUTIVE DECADES OF PROFITABILITY AND COUNTING Fiscal Year Revenues $M 63% 37% 31% 37% 32% 36% 35% 13% 6% 7% 3% 15% CAGR 2005 $187 $224 $255 $310 $280 $333 $487 $516 $551 $683 2006 2007 2008 2009 2010 2011 2012 2013 2014 About II-VI 25% 37% 38% 2015 $742 61% 39%

Rev. TAM Share Laser Solutions Segment Focused on making industrial and large volume production smarter and faster Leading merchant supplier of CO2, Fiber, and Direct Diode industrial laser components Leading aftermarket supplier for CO2 1m sales now 20% company-wide Laser Optics Complex Cutting Heads Semiconductor Laser Diodes Ultra-hard Material Processing Laser Source Solutions - Diamond Optics for EUV $288M $254M $218M $1.5B $900M $555M 19% 28% 39% FY15 FY14 FY13

Laser Solutions Segment Vertical Cavity Surface Emitting Lasers (VCSEL) CO2 Laser Optics Laser Cutting & Welding Heads Laser Diode Bars Green Laser Diode Modules Pumps and Laser Modules

In the Last Four Months… II-VI acquired Epiworks, Inc. (Champaign IL) and ANADIGICS, Inc. (Warren, NJ) for $127M with earn out Acquired 6” scalable semiconductor fab laser capacity and ability to advance an optoelectronics platform Completed sale of certain Anadigics RF assets - $50M cash (incl $5M earn out) plus multi-year supply agreement Significant volume expected in 2H Calendar 2017 Expected dilution for investments - about five quarters due to required qualifications * Source: Markets and Markets. $2B* II-VI is rapidly ramping its capacity and capability to serve the growing OptoElectronics market Major Driver: VCSEL TAM growth from $0.8B in 2015 to $2B by 2020*

Photonics Segment Worldwide supplier into 100G, Undersea, and Broadband deployments Leading Supplier of crystals, fiber optics, precision optics, and optical assemblies for multiple applications Leverage vertical integration synergies to enable a cost structure for market penetration and growth Erbium Doped Fiber Amplifiers Undersea & Terrestrial 980nm Pumps Optical Switches Transceivers Rev. TAM Share $261M $217M $141M $3.3B $2.0B $1.5B 8% 11% 9% FY15 FY14 FY13

Photonics Segment Single & Dual Chip Cooled & Uncooled 980nm Pumps 40G & 100G Quad Small Form-factor Pluggable (QSFP) Transceivers High Performance Optical Coatings and Filters Subsystems and Linecards Amplifiers Micro EDFA Arrayed Raman and Hybrid Raman EDFA Passive Optical Elements

Investments in Synergistic Technologies for Strategic and Growing Markets where materials expertise matters Free Standing Diamond Precision Optical Systems High Value Material Reclamation Reaction Bonded SiC Tools Thermal Management Target military platforms and applications with growth potential Identify emerging markets early and enable the underpinning materials and technology Performance Products Segment Rev. TAM Share $193M $213M $192M $2.6B $2.3B $2.1B 7% 10% 9% FY15 FY14 FY13

Performance Products Segment Sapphire Material and Optics Market CAGR (‘14-’19): 10% Source: Internal Power Generation Products Market CAGR (‘14-’19): 30% Source: Internal

Gross Margin EBITDA Operating Margin FY15 FY16 35% - 38% 36% - 40% 15% - 18% 17% - 21% 7% - 10% 9% - 12% Expectations Margin Performance Profitability and Expectations II-VI growth expectations across the cycle are: Organic Revenue: 2-3x GDP EPS: ~2x revenue growth

Company Position Positive Profit Outlook Leading Market Positions In Diverse End Markets Investing In Fast Growing Markets Strong Cash Position Global Manufacturing Footprint Growth Via Organic And Acquisitions Ongoing $50M Stock Buyback Program