UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
Commission File Number:
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(I.R.S. Employer Identification No.) |
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(Former name or former address, if changed since last report)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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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:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. |
In connection with the filing of a Registration Statement on Form S-3 by II-VI Incorporated (the “Company”) on the date hereof, the Company is filing herewith certain updated unaudited pro forma condensed combined statements of operations (collectively, the “Updated Pro Forma Financial Information”). The Updated Pro Forma Financial Information is derived from the audited historical financial statements of the Company and its consolidated subsidiaries and of Finisar Corporation (“Finisar”) and its consolidated subsidiaries, and from the unaudited historical financial statements of the Company and its consolidated subsidiaries and of Finisar and its consolidated subsidiaries, and adjusted to give effect to the acquisition of Finisar by the Company on September 24, 2019 and the related financing transactions (collectively, the “Transactions”).
The Updated Pro Forma Financial Information updates and supplements the unaudited pro forma condensed combined financial information of the Company and Finisar and related disclosures contained in Exhibit 99.4 to the Company’s Current Report on Form 8-K filed on December 9, 2019 (the “2019 Form 8-K”). To the extent that information in this Current Report on Form 8-K differs from or updates information contained in the 2019 Form 8-K, the information in this Current Report on Form 8-K shall supersede or supplement the information in the 2019 Form 8-K.
The pro forma adjustments reflected in the Updated Pro Forma Financial Information have been made solely for informational purposes. As a result, the Updated Pro Forma Financial Information is not intended to represent and does not purport to be indicative of what the combined company financial condition or results of operations would have been had the Transactions occurred at an earlier date. In addition, the Updated Pro Forma Financial Information does not purport to project the future financial condition and results of operations of the combined company. The actual results of the combined company may differ significantly from those reflected in the Updated Pro Forma Financial Information.
The Updated Pro Forma Financial Information is being filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| Exhibit No. |
Description of Document | |||
| 99.1 |
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| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||
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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 hereunto duly authorized.
| Date: June 29, 2020 |
II-VI Incorporated | |||||
| By: |
/s/ Mary Jane Raymond | |||||
| Mary Jane Raymond | ||||||
| Chief Financial Officer and Treasurer | ||||||