<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Fiscal Year Ended September 30, 1995
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number: 0-5255
COHERENT, INC.
DELAWARE 94-1622541
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5100 PATRICK HENRY DRIVE, SANTA CLARA, CALIFORNIA 95054
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (408) 764-4000
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
------------------- -------------------
None None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
Common Stock Purchase Rights
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
----- -----
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. X
-------
As of November 30, 1995, 10,954,655 shares of common stock were
outstanding. The aggregate market value of the voting shares (based on the
closing price reported by the NASDAQ National Market System on November 30,
1995) of Coherent, Inc., held by nonaffiliates was $394,526,202. For purposes
of this disclosure, shares of common stock held by persons who own 5% or more of
the outstanding common stock and shares of common stock held by each officer and
director have been excluded in that such persons may be deemed to be
"affiliates" as that term is defined under the Rules and Regulations of the Act.
This determination of affiliate status is not necessarily conclusive.
DOCUMENTS INCORPORATED BY REFERENCE
Listed below are those documents incorporated by reference and the
part of the Form 10-K into which the document is incorporated: None.
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION
The following table shows, as to the Chief Executive officer and each of the
other four most highly compensated executive officers whose salary plus bonus
exceeded $100,000, information concerning compensation awarded to, earned by or
paid for services to the Company in all capacities during the last three fiscal
years (to the extent that such person was the Chief Executive Officer and/or
executive officer, as the case may be, during any part of such fiscal year):
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
------------
ANNUAL COMPENSATION
-------------------------------------------- AWARDS
OTHER ANNUAL ------------ ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) COMPENSATION OPTIONS (#) COMPENSATION
- ---------------------------------------- ---- --------- -------- ---------------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
1995 $ 243,456 $228,248 -- 12,500 $20,576(1)
James L. Hobart 1994 $ 233,918 $ 96,433 -- 12,500 $19,516
Chairman and Chief Executive Officer 1993 $ 224,994 $ 96,901 -- 12,500 $17,885
1995 $ 232,498 $217,975 -- 11,000 $16,930(2)
Henry E. Gauthier 1994 $ 223,431 $ 92,134 -- 11,000 $15,654
President and Chief Operating Officer 1993 $ 215,010 $ 91,310 -- 11,000 $15,857
Robert J. Quillinan 1995 $ 173,218 $159,461 -- 6,000 $11,643(3)
Vice President and Chief Financial 1994 $ 160,235 $ 61,474 -- 6,000 $11,081
Officer 1993 $ 161,177 $ 60,792 -- 6,000 $10,679
1995 $ 166,156 $140,898 -- 6,000 $11,791(4)
Bernard J. Couillaud 1994 $ 155,885 $ 64,932 -- 6,000 $11,146
Vice President and General Manager 1993 $ 133,662 $ 78,668 -- 6,000 $ 9,536
1995 $ 152,867 $158,259 -- 6,000 $10,162(5)
Robert M. Gelber 1994 $ 144,094 $ 71,009 -- 6,000 $ 8,613
Vice President and General Manager 1993 $ 140,005 $ 16,162 -- 6,000 $ 8,235
</TABLE>
- ------------------------
(1) Includes $14,517 contributed by the Company under defined contribution plans
and $6,059 in life insurance benefits.
(2) Includes $13,597 contributed by the Company under defined contribution plans
and $3,333 in insurance benefits.
(3) Includes $10,633 contributed by the Company under defined contribution plans
and $1,010 in life insurance benefits.
(4) Includes $10,209 contributed by the Company under defined contribution plans
and $1,582 in life insurance benefits.
(5) Includes $8,904 contributed by the Company under defined contribution plans
and $1,259 in life insurance benefits.
2
<PAGE>
STOCK OPTION GRANTS AND EXERCISES
The following table shows, as to the individuals named in the Summary
Compensation Table above, information concerning stock options granted during
the fiscal year ended September 30, 1995.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
----------------------------------------------------- POTENTIAL REALIZABLE
% OF TOTAL VALUE AT ASSUMED ANNUAL
NUMBER OF OPTIONS RATES OF STOCK PRICE
SECURITIES GRANTED TO APPRECIATION FOR OPTION
UNDERLYING EMPLOYEES IN EXERCISE TERM (3)
OPTIONS FISCAL PRICE EXPIRATION ------------------------
NAME GRANTED (#)(1) YEAR (2) ($/SH) DATE 5% ($) 10% ($)
- ---------------------------------- -------------- ------------- --------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
James L. Hobart................... 12,500 4.45% $ 27.50 4/12/01 $ 116,908 $ 265,224
Henry E. Gauthier................. 11,000 3.92% $ 27.50 4/12/01 $ 102,879 $ 233,397
Robert J. Quillinan............... 6,000 2.14% $ 27.50 4/12/01 $ 56,116 $ 127,308
Bernard J. Couillaud.............. 6,000 2.14% $ 27.50 4/12/01 $ 56,116 $ 127,308
Robert M. Gelber.................. 6,000 2.14% $ 27.50 4/12/01 $ 56,116 $ 127,308
</TABLE>
- ------------------------
(1) The Company's 1987 Stock Option Plan and 1995 Stock Plan (collectively the
"Option Plans") provide for the grant of options and stock purchase rights
to officers, employees and consultants of the Company. Options granted under
the Option Plans may be either "nonstatutory options" or "incentive stock
options." The exercise price is determined by the Board of Directors or its
Compensation Committee and in the case of incentive stock options may not be
less than 100% of the fair market value of the Common Stock on the date of
grant (110% in the case of grants to 10% shareholders). The options expire
not more than ten years from the date of grant, and may be exercised only
while the optionee is employed by the Company or within such period of time
after termination of employment as is determined by the Board or its
Committee at the time of grant. The Board of Directors may determine when
options granted may be exercisable.
(2) The Company granted options to purchase an aggregate of 239,175 shares to
all employees other than executive officers and granted options to purchase
an aggregate of 41,500 shares to all executive officers as a group (5
persons), during fiscal 1995.
(3) This column sets forth hypothetical gains or "option spreads" for the
options at the end of their respective ten-year terms, as calculated in
accordance with the rules of the Securities and Exchange Commission. Each
gain is based on an arbitrarily assumed annualized rate of compound
appreciation of the market price at the date of grant of 5% and 10% from the
date the option was granted to the end of the option term. The 5% and 10%
rates of appreciation are specified by the rules of the Securities and
Exchange Commission and do not represent the Company's estimate or
projection of future Common Stock prices. The Company does not necessarily
agree that this method properly values an option. Actual gains, if any, on
option exercises are dependent on the future performance of the Company's
Common Stock and overall market conditions.
3
<PAGE>
The following table shows, as to the individuals named in the Summary
Compensation Table above, information concerning stock options exercised during
the fiscal year ended September 30, 1995 and the value of unexercised options at
such date.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS/SARS AT IN-THE-MONEY OPTIONS AT
SHARES SEPTEMBER 30, 1995 (#)(2) SEPTEMBER 30, 1995 ($)(3)
ACQUIRED ON VALUE -------------------------- --------------------------
NAME EXERCISE (#) REALIZED ($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ----------------------------- ----------- ------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
James L. Hobart.............. 12,500 $ 56,250 25,000 37,500 $ 675,000 $ 690,625
Henry E. Gauthier............ 20,638 $ 343,417 12,362 33,000 $ 342,207 $ 607,750
Robert J. Quillinan.......... 0 $ 0 12,000 18,000 $ 324,000 $ 331,500
Bernard J. Couillaud......... 2,500 $ 11,250 15,500 18,000 $ 427,250 $ 331,500
Robert M. Gelber............. 10,500 $ 304,438 6,000 18,000 $ 167,250 $ 331,500
</TABLE>
- ------------------------
(1) The value realized is calculated based on the closing price of the Company's
Common Stock as reported by the Nasdaq National Market on the date of
exercise minus the exercise price of the option, and does not necessarily
indicate that the optionee sold such stock.
(2) The Company has not granted any stock appreciation rights and its stock
plans do not provide for the granting of such rights.
(3) The market value of underlying securities is based on the difference between
the closing price of the Company's Common Stock on September 30, 1995 of
$36.50 (as reported by Nasdaq National Market) and the exercise price.
OTHER EMPLOYEE BENEFIT PLANS
EMPLOYEE RETIREMENT AND INVESTMENT PLAN AND SUPPLEMENTARY RETIREMENT PLAN
Effective January 1, 1979, the Company adopted the Coherent Employee
Retirement and Investment Plan. Employees become eligible to participate after
completing one year of service. Under this plan, the Company will match employee
contributions to the plan up to a maximum of 6% of the employee's individual
earnings. An employee is not entitled to any part of the Company's contribution
until the completion of his or her third year of employment. After the end of
the third year of employment, 20% of the Company's contribution vests.
Thereafter, an additional 20% of the Company's contribution vests at the end of
each year of completed service until the end of the seventh year of employment
when such contributions become 100% vested. Effective as of 1985, the plan was
amended and restated to conform the plan to new regulations and to qualify under
Section 401(k) of the Internal Revenue Code of 1986, as amended to permit
employees to make contributions to the plan from their pre-tax earnings.
Effective January 1, 1990, the Company adopted the Supplementary Retirement Plan
which provides that certain senior management may contribute income to a trust
fund. The Company will match such contributions up to 6% of the participant's
income. Such contributions are subject to the same vesting requirements as
contributions made under the Employment Retirement and Investment Plan.
4
<PAGE>
MANAGEMENT BONUS PLAN
The Company's Management Bonus Plan provides for the payment of quarterly
cash bonuses to members of management designated by the Board of Directors
determined by a formula based on improvements of pre-tax profits, cash flow and
asset management over preset threshold levels for each operating group or
business unit. Those employees who participate in the Bonus Plan who are not
assigned to an operating group or business unit receive an average of such
amounts.
PRODUCTIVITY INCENTIVE PLAN
Under the Company's Productivity Incentive Plan (the "Incentive Plan")
450,000 shares of Common Stock were initially reserved and as of the fiscal year
ended September 30, 1995, 67,023 shares of Common Stock were available for
issuance to employees of the Company and its designated subsidiaries who are
customarily employed for at least twenty hours per week. The purpose of the
Incentive Plan is to enhance an employee's proprietary interest in the Company
and to create an incentive for the Company's success.
The Incentive Plan provides for the quarterly distribution of cash or Common
Stock, at the election of each participant, based upon the quarterly
profitability of the Company. The amount of cash or number of shares of Common
Stock distributed to each participant is determined by dividing a participant's
"incentive compensation" by the fair market value of the Company's Common Stock
at the end of each three-month period.
EMPLOYEE STOCK PURCHASE PLAN
The Company's Employee Stock Purchase Plan (the "Purchase Plan") was adopted
by the Board of Directors and approved by the stockholders in 1980. A total of
2,287,500 shares of Common Stock were initially reserved and as of the end of
the fiscal year 632,647 shares of Common Stock remained available for issuance
thereunder. The Purchase Plan permits employees who are employed for at least
twenty hours per week and more than five months in a calendar year to purchase
Common Stock of the Company, through payroll deductions, which may not exceed
10% of an employee's compensation, at the lower of 85% of the fair market value
of the Common Stock at the beginning or at the end of each twelve-month period.
The Purchase Plan provides for two offerings during each fiscal year, each
having a duration of twelve months.
5
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of the Record Date certain information
with respect to the beneficial ownership of the Company's Common Stock by (i)
any person (including any "group" as that term is used in Section 13(d)(3) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act")) known by
the Company to be the beneficial owner of more than 5% of the Company's
voting securities, (ii) each director and each nominee for director to
the Company, (iii) each of the executive officers named in the
Summary Compensation Table appearing herein, and (iv) all executive officers and
directors of the Company as a group.
<TABLE>
<CAPTION>
NUMBER OF PERCENT
NAME AND ADDRESS SHARES OF TOTAL
- ------------------------------------------------------------------------------- ----------- ---------
<S> <C> <C>
James L. Hobart (1)............................................................ 239,521 2.18%
Henry E. Gauthier (2).......................................................... 105,885 *
Robert J. Quillinan (3)........................................................ 39,715 *
Bernard Couillaud (4).......................................................... 20,075 *
Robert M. Gelber (5)........................................................... 12,722 *
Frank P. Carrubba (6).......................................................... 5,000 *
Thomas Sloan Nelsen (7)........................................................ 6,000 *
Charles W. Cantoni (8)......................................................... 2,500 *
Jerry E. Robertson (9)......................................................... 2,500 *
All directors and executive officers as a group (9 persons) (10)............... 432,968 3.95%
</TABLE>
- ------------------------
* Represents less than 1%.
(1) Includes 2,700 shares held of record by members of Mr. Hobart's family, as
to which shares he disclaims beneficial ownership. Also includes 25,000
shares issuable upon exercise of options which are currently exercisable or
will become exercisable within 60 days of the Record Date.
(2) Includes 11,000 shares issuable upon exercise of options held by Mr.
Gauthier which are currently exercisable or will become exercisable within
60 days of the Record Date.
(3) Includes 12,000 shares issuable upon exercise of options held by Mr.
Quillinan which are currently exercisable or will become exercisable within
60 days of the Record Date.
(4) Includes 15,500 shares issuable upon exercise of options held by Mr.
Couillaud which are currently exercisable or will become exercisable within
60 days of the Record Date.
(5) Includes 3,032 shares issuable upon exercise of options held by Mr. Gelber
which are currently exercisable or will become exercisable within 60 days of
the Record Date.
(6) Includes 5,000 shares issuable upon exercise of options held by Mr.
Carrubba which are currently exercisable or will become exercisable within
60 days of the Record Date.
(7) Includes 5,000 shares issuable upon exercise of options held by Dr. Nelsen
which are currently exercisable or will become exercisable within 60 days of
the Record Date.
(8) Includes 2,500 shares issuable upon exercise of options held by Mr. Cantoni
which are currently exercisable or will become exercisable within 60 days of
the Record Date.
(9) Includes 2,500 shares issuable upon exercise of options held by Mr.
Robertson which are currently exercisable or will become exercisable within
60 days of the Record Date.
(10) At the Record Date, executive officers and directors of the Company as a
group (9 persons) held options to purchase an aggregate of 238,532 shares of
Common Stock, representing approximately 26.41% of outstanding options at
that date. The numbers set forth in this table include an aggregate of
81,532 shares which are currently exercisable or will become exercisable
within 60 days of such date.
6
<PAGE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Compensation Committee is composed of Directors Carrubba, Cantoni,
Nelsen and Robertson. During the last fiscal year, the Company paid Dr. Thomas
Nelsen $60,000 in consulting fees. Dr. Nelsen has more than 40 years of
experience as a physician and, before his retirement, was a Professor of Surgery
at Stanford University School of Medicine. Utilizing this experience, Dr. Nelsen
has worked closely with the Company in developing and refining new laser
products for the medical field. Management believes that this arrangement is at
least as favorable as could be negotiated with an outside consultant.
7
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this amendment to be
signed on its behalf by the undersigned, thereunto duly authorized on
April , 1996.
COHERENT, INC.
JAMES L. HOBART
-----------------------
By: James L. Hobart
Chairman of the Board &
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
amendment has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:
/s/ JAMES L. HOBART April 16, 1996
- ----------------------------------------------- -------------------------
James L. Hobart Date
(Director, Chairman of the Board &
Chief Executive Officer)
/s/ HENRY E. GAUTHIER April 16, 1996
- ----------------------------------------------- -------------------------
Henry E. Gauthier Date
(Director, President & Chief Operating Officer)
/s/ ROBERT J. QUILLINAN April 16, 1996
- ----------------------------------------------- -------------------------
Robert J. Quillinan Date
(Vice President & Chief Financial Officer)
/s/ CHARLES W. CANTONI April 16, 1996
- ----------------------------------------------- -------------------------
Charles W. Cantoni Date
(Director)
/s/ FRANK CARRUBBA April 16, 1996
- ----------------------------------------------- -------------------------
Frank Carrubba Date
(Director)
/s/ THOMAS SLOAN NELSEN April 16, 1996
- ----------------------------------------------- -------------------------
Thomas Sloan Nelsen Date
(Director)
/s/ JERRY E. ROBERTSON April 16, 1996
- ----------------------------------------------- -------------------------
Jerry E. Robertson Date
(Director)
By: /s/ ROBERT J. QUILLINAN
--------------------------
Robert J. Quillinan
(Attorney-In-Fact)
8
