0001193125-19-272584.txt : 20191023 0001193125-19-272584.hdr.sgml : 20191023 20191023161603 ACCESSION NUMBER: 0001193125-19-272584 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20191023 ITEM INFORMATION: Other Events FILED AS OF DATE: 20191023 DATE AS OF CHANGE: 20191023 FILER: COMPANY DATA: COMPANY CONFORMED NAME: II-VI INC CENTRAL INDEX KEY: 0000820318 STANDARD INDUSTRIAL CLASSIFICATION: OPTICAL INSTRUMENTS & LENSES [3827] IRS NUMBER: 251214948 STATE OF INCORPORATION: PA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-16195 FILM NUMBER: 191163930 BUSINESS ADDRESS: STREET 1: 375 SAXONBURG BLVD CITY: SAXONBURG STATE: PA ZIP: 16056 BUSINESS PHONE: 724-352-4455 MAIL ADDRESS: STREET 1: 375 SAXONBURG BLVD CITY: SAXONBURG STATE: PA ZIP: 16056 8-K 1 d822502d8k.htm 8-K 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): October 23, 2019

 

 

II-VI Incorporated

(Exact Name of Registrant as Specified in Charter)

 

 

 

PENNSYLVANIA    0-16195    25-1214948

(State or Other Jurisdiction

of Incorporation)

   

(Commission

File Number)

   

(I.R.S. Employer

Identification Number)

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:

 

☐

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))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

   

Trading

Symbol(s)

   

Name of each exchange

on which registered

Common Stock, no par value    IIVI    Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

Item 8.01. Other Events.

As previously announced, under the terms of the Indenture, dated as of December 21, 2016 (as supplemented to date, the “Finisar Indenture”), between Finisar Corporation (“Finisar”) and Wells Fargo Bank, National Association, as trustee, governing Finisar’s outstanding 0.50% Convertible Senior Notes due 2036 (the “Finisar Notes”) issued pursuant to the Finisar Indenture, the acquisition of Finisar by II-VI Incorporated (the “Company”) on September 24, 2019 constituted a Fundamental Change (as defined in the Finisar Indenture) and a Make-Whole Fundamental Change (as defined in the Finisar Indenture). Following the consummation of the Company’s acquisition of Finisar and in accordance with the terms of the Finisar Indenture, each holder of Finisar Notes had the right to (i) require that Finisar repurchase all or any portion of such holder’s Finisar Notes for an amount in cash equal to the principal amount of such repurchased Finisar Notes plus accrued and unpaid interest or (ii) convert its Finisar Notes into cash and/or shares of the Company’s common stock, at Finisar’s option.

Holders of approximately $560.1 million in aggregate principal amount of Finisar Notes exercised the repurchase right. Finisar repurchased those Finisar Notes on October 23, 2019 for an aggregate consideration of approximately $561.1 million in cash. No holders of Finisar Notes exercised the related conversion right.

As of October 23, 2019, approximately $14.9 million in aggregate principal amount of Finisar Notes remain outstanding. Finisar may redeem the Finisar Notes at any time on or after December 22, 2021, in whole or in part at the option of Finisar, at a redemption price equal to the principal amount of such Finisar Notes plus accrued and unpaid interest. Each holder of Finisar Notes also may require Finisar to repurchase all or any portion of such holder’s outstanding Finisar Notes for cash on December 15, 2021, December 15, 2026 and December 15, 2031 at a repurchase price equal to the principal amount of such Finisar Notes plus accrued and unpaid interest. The Finisar Notes will mature on December 15, 2036.

SIGNATURE

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 hereunto duly authorized.

 

 

II-VI Incorporated

Date:  October 23, 2019

  

By: 

   /s/ Mary Jane Raymond
   

Mary Jane Raymond

   

Chief Financial Officer and Treasurer