<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 28, 1996
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 29, 1996, 11,275,772 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 29,
1996) of Coherent, Inc., held by nonaffiliates was $430,638,625. 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 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth the names, ages and office of all of the
executive officers of Registrant:
Name Age Office Held
- -------------------------------------------------------------------------------
James L. Hobart, Ph.D. 63 Chairman of the Board of Directors
and Chief Technical Officer of
Registrant (1)
Bernard J. Couillaud, Ph.D. 52 President and Chief Executive
Officer
Robert J. Quillinan 49 Vice President and Chief Financial
Officer
Gerald C. Barker 54 Vice President and General
Manager, Coherent Laser Group
Kevin P. Connors 34 Vice President and General Manager,
Coherent Medical Group
Robert M. Gelber 51 Vice President and General Manager,
Coherent Auburn Group
Scott H. Miller 42 Vice President and General Counsel
- --------------------
(1) Mr. Hobart became Chief Technical Officer on May 13, 1996. He resigned
from his position as Chief Technical Officer and as a member of the Board of
Directors on February 13, 1997.
There are no family relationships between any of the executive officers
and directors.
Mr. Hobart served as the President of the Company from 1968 through June
1974 and from January 1976 through March 1983. From June 1974 to January 1976
he served as the Company's Chief Scientist. He served as Chief Executive
Officer from August 1988 to July 1996 and as General Manager of the Medical
Group from August 1994 to June 1996. He has served as a director of the
Company since 1966 and as Chairman of the Board of Directors since 1974. In
addition, he was elected Chief Technical Officer in May 1996.
Mr. Couillaud has served as President and Chief Executive Officer as well
as a member of the Board of Directors since July 1996. He served as Vice
President and General Manager of Coherent Laser Group from March 1992 to July
1996. From 1990 to March 30, 1992, he served as Manager of the Advanced
Systems Business Unit, and from 1987 to 1990 served as Director of R&D for
the Coherent Laser Group.
A board of six (6) directors is to be elected at the Annual Meeting of
Stockholders to be held March 27, 1997. The following table sets forth the
names of, and certain information about, Registrant's current directors, each
of whom except Mr. Hobart is a nominee for election:
<TABLE>
<CAPTION>
DIRECTOR
NAME OF NOMINEE AGE SINCE PRINCIPAL OCCUPATION
--------------- --- --------- --------------------
<S> <C> <C> <C>
James L. Hobart . . . . . . . 63 1966 Chairman of the Board of Directors and
Chief Technical Officer of Registrant (1)
Bernard J. Couillaud . . . . . 52 1996 President and Chief Executive Officer of
Registrant
Henry E. Gauthier . . . . . . 56 1983 Chairman of the Board of Directors, Former President
and Chief Operating Officer of Registrant (2)
Charles W. Cantoni *+. . . . . 61 1983 Vice President, Marketing of Quinton
Instrument Co.
Frank P. Carrubba *+. . . . . 59 1989 Chief Technical Officer, Phillips
Electronics N.V.
Thomas Sloan Nelsen *+. . . . 70 1983 Retired Professor of Surgery, Stanford
University School of Medicine
Jerry E. Robertson *+ . . . . 64 1994 Retired Executive Vice President, 3M Life
Sciences Sector and Corporate Services
</TABLE>
- -----------------------------
(1) Mr. Hobart became Chief Technical Officer on May 13, 1996. He resigned
from his position as Chief Technical Officer and as a member of the Board of
Directors on February 13, 1997.
(2) Mr. Gauthier retired from his positions as President and Chief Operating
Officer on July 1, 1996. He was elected Chairman of the Board of Directors on
February 24, 1997.
* Member of the Compensation Committee.
+ Member of the Audit Committee.
Except as set forth below, each of the nominees has been engaged in his
principal occupation set forth above during the past five years. There is no
family relationship between any director or executive officer of Registrant.
Mr. Cantoni is Vice President, Marketing of Quinton Instrument Co., a
manufacturer of medical instrumentation products, a position he has held since
October 1994. From August 1988 until September 1994 he was President of
ImageComm Systems, Inc., a value added reseller of medical image processing
systems.
Mr. Robertson retired from 3M in 1994. He is a member of the board of
directors of Manor Care, Inc., Cardinal Health, Inc., Haemonetics Corporation,
Steris Corporation, Life Technologies, Inc., Allianz Life Insurance Company of
North America, Choice Hotels International, Medwave, Inc. and Project HOPE.
Mr. Couillaud is President and Chief Executive Officer as well as a
member of the Board of Directors since July 1996. He served as Vice
President and General Manager of Coherent Laser Group from March 1992 to July
1996. From 1990 to March 30, 1992, he served as Manager of the Advanced
Systems Business Unit, and from 1987 to 1990 served as Director of R&D for
the Coherent Laser Group.
<PAGE>
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Based solely on its review of the copies of all forms received by
Registrant, or on written representations from certain reporting persons that
no other reports were required for such persons, Registrant believes that,
during fiscal 1996, all Section 16(a) filing requirements applicable to its
officers, directors and ten-percent stockholders were complied with.
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 $100,000, information concerning compensation awarded to, earned
by or paid for services to Registrant in all capacities during the last three
fiscal years (to the extent that such person was the Chief Executive Officer
and/or executive officer, as the case may be, during any part of such fiscal
year):
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
------------------------------------------------------- --------------
AWARDS
OTHER ANNUAL ------------ ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) COMPENSATION OPTIONS (#) COMPENSATION
- -------------------------------- ---- ---------- --------- ------------- ------------ --------------
<S> <C> <C> <C> <C> <C> <C>
Bernard J. Couillaud (1) 1996 $ 185,353 $258,595 -- 15,000 $12,937(2)
President and Chief 1995 $ 166,156 $140,898 -- 6,000 $11,791
Executive Officer 1994 $ 155,885 $ 64,932 -- 6,000 $11,146
James L. Hobart (3) 1996 $ 256,631 $410,651 -- 12,500 $20,951(4)
Chairman and Chief 1995 $ 243,456 $228,248 -- 12,500 $20,576
Technical Officer 1994 $ 233,918 $ 96,433 -- 12,500 $19,516
Henry E. Gauthier (5) 1996 $ 245,328 $417,456 -- 11,000 $17,801(6)
President and Chief 1995 $ 232,498 $217,975 -- 11,000 $16,930
Operating Officer 1994 $ 223,431 $ 92,134 -- 11,000 $15,654
Robert J. Quillinan 1996 $ 182,361 $268,251 -- 6,000 $ 9,527(7)
Vice President and Chief 1995 $ 173,218 $159,461 -- 6,000 $11,643
Financial Officer 1994 $ 160,235 $ 61,474 -- 6,000 $11,088
Robert M. Gelber 1996 $ 160,135 $158,532 -- 6,000 $16,033(8)
<PAGE>
1995 $ 152,867 $ 158,259 -- 6,000 $10,162
Vice President and General 1994 $ 144,094 $ 71,009 -- 6,000 $ 8,613
Manager
1996 $ 146,308 $154,521 -- 2,500 $14,362(9)
Scott H. Miller 1995 $ 139,562 $ 81,971 -- 2,500 $12,831
Vice President and General 1994 $ 132,479 $ 33,942 -- 2,500 $ 7,073
Counsel
</TABLE>
- ---------------------------------
(1) Mr. Couillaud became President and Chief Executive Officer on May 13, 1996.
(2) Includes $11,121 contributed by Registrant under defined contribution plans
and $1,816 in life insurance benefits.
(3) Mr. Hobart became Chief Technical Officer on May 13, 1996. He resigned
from his position as Chief Technical Officer and as a member of the Board
of Directors on February 13, 1997.
(4) Includes $14,502 contributed by Registrant under defined contribution plans
and $6,449 in insurance benefits.
(5) Mr. Gauthier retired from his positions as President and Chief Operating
Officer on July 1, 1996. Includes compensation paid to Mr. Gauthier prior
to his retirement on July 1, 1996.
(6) Includes $13,876 contributed by Registrant under defined contribution plans
and $3,925 in life insurance benefits.
(7) Includes $8,380 contributed by Registrant under defined contribution plans
and $1,147 in life insurance benefits.
(8) Includes $14,129 contributed by Registrant under defined contribution plans
and $1,904 in life insurance benefits.
(9) Includes $13,870 contributed by Registrant under defined contribution
plans and $492 in life insurance benefits.
STOCK OPTION GRANTS AND EXERCISES
The following table shows, as to the individuals named in the Summary
Compensation Table above, information concerning stock options granted during
the fiscal year ended September 28, 1996.
OPTION GRANTS IN LAST FISCAL YEAR
<PAGE>
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
- ---------------------------------------------------------------------------------- POTENTIAL REALIZABLE VALUE
% OF TOTAL AT ASSUMED ANNUAL
NUMBER OF OPTIONS RATES OF STOCK PRICE
SECURITIES GRANTED TO APPRECIATION FOR OPTION
UNDERLYING EMPLOYEES TERM (3)
OPTIONS IN FISCAL EXERCISE EXPIRATION ---------------------------
NAME GRANTED YEAR (2) PRICE DATE 5% ($) 10% ($)
- --------------------- (#)(1) ---------- ($/SH) ---------- ------ -------
---------- --------
<S> <C> <C> <C> <C> <C> <C>
James L. Hobart. . . . . . 12,500 3.20% $40.125 4/8/02 $ 170,579 $386,986
Bernard J. Couillaud . . . 6,000 1.54% $40.125 4/8/02 $ 81,878 $185,753
Bernard J. Couillaud . . . 9,000 2.30% $55.50 5/13/02 $ 169,878 $385,395
Henry E. Gauthier. . . . . 11,000 2.82% $40.125 4/8/02 $ 150,110 $340,548
Robert J. Quillinan. . . . 6,000 1.54% $40.125 4/8/02 $ 81,878 $185,753
Robert M. Gelber . . . . . 6,000 1.54% $40.125 4/8/02 $ 81,878 $185,753
Scott H. Miller. . . . . . 2,500 .64% $40.125 4/8/02 $ 34,116 $ 77,397
</TABLE>
- ------------------
(1) Registrant'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 Registrant. 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 Registrant 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) Registrant granted options to purchase an aggregate of 317,825 to all
employees other than executive officers and granted options to purchase an
aggregate of 72,750 shares to all executive officers as a group (8
persons), during fiscal 1996.
(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 Registrant's estimate or
projection of future Common Stock prices. Registrant 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 Registrant's
Common Stock and overall market conditions.
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 28, 1996 and the value of unexercised options at
such date.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS/SARS AT IN-THE MONEY OPTIONS AT
SEPTEMBER 28, 1996 (#)( 2) SEPTEMBER 28, 1996 ($) (3)
--------------------------- ----------------------------
SHARES VALUE
ACQUIRED ON REALIZED
NAME EXERCISE (#) ($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ----------------------- ------------ -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
James L. Hobart. . . . 12,500 $537,500 25,000 37,500 $579,688 $359,375
Bernard J. Couillaud . 15,500 $569,000 6,000 27,000 $123,000 $172,500
Henry E. Gauthier. . . 1,362 $ 32,518 22,000 33,000 $510,125 $316,250
Robert J. Quillinan. . 6,000 $214,500 12,000 18,000 $278,250 $172,500
Robert M. Gelber . . . 9,000 $274,029 3,000 18,000 $ 61,500 $172,500
Scott H. Miller. . . . 2,000 $ 73,750 5,000 7,500 $115,938 $ 71,875
</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) Registrant 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 28,
1996 of $34.50 (as reported by Nasdaq National Market) and the exercise
price.
OTHER EMPLOYEE BENEFIT PLANS
EMPLOYEE RETIREMENT AND INVESTMENT PLAN AND SUPPLEMENTARY PLAN
Effective January 1, 1979, Registrant adopted the Coherent Employee
Retirement and Investment Plan. Employees become eligible to participate after
completing one year of service. Under this plan, Registrant 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 Registrant's contribution
until the completion of his or her third year of employment. After the end of
the third year of employment, 20% of Registrant's contribution vests.
Thereafter, an additional 20% of Registrant'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, Registrant adopted the Supplementary Retirement Plan
which provides that certain senior management may contribute income to a trust
fund. Registrant 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.
MANAGEMENT BONUS PLAN
<PAGE>
Registrant'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 Registrant's Productivity Incentive Plan (the "Incentive Plan")
450,000 shares of Common Stock were initially reserved and as of the fiscal year
ended September 28, 1996, 52,399 shares of Common Stock were available for
issuance to employees of Registrant 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 Registrant
and to create an incentive for Registrant'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 Registrant. 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 Registrant's Common Stock
at the end of each three-month period.
EMPLOYEE STOCK PURCHASE PLAN
Registrant'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 423,000 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 Registrant, 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.
DIRECTOR COMPENSATION
Members of the Board of Directors who are not employees of Registrant
receive $8,000 per year, plus $500 per meeting attended and are reimbursed for
their expenses incurred in attending meetings of the Board of Directors.
Registrant's 1990 Directors' Stock Option Plan (the "Directors' Option
Plan") was adopted by the Board of Directors on December 8, 1989 and was
approved by the stockholders on March 29, 1990. The Directors' Option Plan was
amended by the Board of Directors on January 25, 1996 and was approved by the
stockholders on March 20, 1996. The Directors' Option Plan provides for the
automatic and nondiscretionary grant of a non-statutory stock option to purchase
10,000 shares of Registrant's Common Stock to each non-employee director on the
later of the effective date of the Directors' Option Plan or the date on which
such person becomes a director. Thereafter, each non-employee director will be
automatically granted a nonstatutory stock option to purchase 2,500 shares of
Common Stock on the date of and immediately following each Annual Meeting of
Stockholders at which such non-employee director is re-elected to serve on the
Board of Directors, if, on such date, he or she has served on the
<PAGE>
Board for at least three months. Such plan provides that the exercise price
shall be equal to the fair market value of the Common Stock on the date of grant
of the options.
Three non-employee directors have each been granted options to purchase
25,000 shares of Registrant's Common Stock under such plan at a weighted average
exercise price of $17.73. One non-employee director has been granted options to
purchase 15,000 shares of Registrant's Common Stock under such plan at a
weighted average exercise price of $20.40 per share. As of January 27, 1997,
42,500 shares had been issued on exercise of such options. The following table
shows, as to each non-employee director, information concerning options
exercised under the Directors' Option Plan during the last fiscal year:
OPTION EXERCISES IN LAST FISCAL YEAR
Shares Acquired on
Name Exercise Value Realized (1)
- ------------------------------- ------------------ ------------------
Charles W. Cantoni 2,500 $ 91,875
Frank P. Carrubba 10,000 $ 251,250
Thomas Sloan Nelsen 2,500 $ 83,438
Jerry E. Robertson 2,500 $ 79,375
- -----------------------
(1) The market value of underlying securities is based on the closing price of
Registrant's Common Stock on the date of exercise.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee is composed of directors Carrubba, Cantoni,
Nelsen and Robertson. During the last fiscal year, Registrant paid Dr. Thomas
Nelsen $62,500 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 Registrant 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.
Mr. Gauthier and the Company have entered into a Management Transition
Agreement pursuant to which Mr. Gauthier has agreed to provide employment and
consulting services to the Company through June 30, 1999. In consideration
for these services, the Company has agreed to pay Mr. Gauthier his base
salary through June 30, 1997, an hourly consulting fee equal to $175.00 for
services rendered through June 30, 1999, and to provide him with benefits
under the Company's medical, dental and life insurance plans.
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of January 27, 1997 certain information
with respect to the beneficial ownership of Registrant'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
Registrant to be the beneficial owner of more than 5% of Registrant's voting
securities, (ii) each director and each nominee for director of Registrant,
(iii) each of the executive officers named in the Summary Compensation Table
appearing herein, and (iv) all executive officers and directors of Registrant as
a group.
<TABLE>
<CAPTION>
NUMBER OF PERCENT
NAME AND ADDRESS SHARES OF CLASS
- ---------------- ----------- --------
<S> <C> <C>
Pilgrim Baxter & Associates, Ltd. (1). . . . . . . . . . . . . . . . . . 1,042,500 9.24%
1255 Drummers Lane, Suite 300
Wayne, Pennsylvania 19087
James L. Hobart (2). . . . . . . . . . . . . . . . . . . . . . . . . . . 218,037 1.93%
Henry E. Gauthier (3). . . . . . . . . . . . . . . . . . . . . . . . . . 76,735 *
Robert J. Quillinan (4). . . . . . . . . . . . . . . . . . . . . . . . . 22,715 *
Bernard J. Couillaud (5) . . . . . . . . . . . . . . . . . . . . . . . . 15,475 *
Robert M. Gelber . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,145 *
Scott H. Miller (6). . . . . . . . . . . . . . . . . . . . . . . . . . . 16,554 *
Frank P. Carrubba (7). . . . . . . . . . . . . . . . . . . . . . . . . . 5,000 *
<PAGE>
Thomas Sloan Nelsen (8). . . . . . . . . . . . . . . . . . . . . . . . . 5,000 *
Charles W. Cantoni (9) . . . . . . . . . . . . . . . . . . . . . . . . . 2,500 *
Jerry E. Robertson . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,000 *
All directors and executive officers as a group (12 persons) (10). . . . 395,154 3.47%
</TABLE>
- -----------------
* Represents less than 1%.
(1) Represents shares reported by Vickers Corporate Report as being held by
Pilgrim Baxter and Associates, Ltd. as of January 27, 1997.
(2) 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 January 27, 1997. Mr. Hobart
resigned from his position as Chief Technical Officer and as a member of
the Board of Directors on February 13, 1997.
(3) Includes 18,000 shares issuable upon exercise of options held by Mr.
Gauthier which are currently exercisable or will become exercisable within
60 days of January 27, 1997.
(4) 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 January 27, 1997.
(5) Includes 6,000 shares issuable upon exercise of options held by Mr.
Couillaud which are currently exercisable or will become exercisable within
60 days of January 27, 1997.
(6) Includes 5,000 shares issuable upon exercise of options held by Mr. Miller
which are currently exercisable or will become exercisable within 60 days
of January 27, 1997.
(7) Consists of 5,000 shares issuable upon exercise of options held by Mr.
Carrubba which are currently exercisable or will become exercisable within
60 days of January 27, 1997.
(8) Consists of 5,000 shares issuable upon exercise of options held by Dr.
Nelsen which are currently exercisable or will become exercisable within 60
days of January 27, 1997.
(9) Consists of 2,500 shares issuable upon exercise of options held by Mr.
Cantoni which are currently exercisable or will become exercisable within
60 days of January 27, 1997.
(10) Includes an aggregate of 87,500 options which are currently exercisable
or will become exercisable within 60 days of January 27, 1997.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The following table sets forth information with respect to all executive
officers of Registrant who had indebtedness outstanding during the past fiscal
year. This indebtedness arose as a result of the delivery of promissory notes
in connection with the exercise of stock options.
<PAGE>
<TABLE>
<CAPTION>
LARGEST
AMOUNT BALANCE AT
NEW LOANS INTEREST MATURITY OUTSTANDING SEPTEMBER 28
NAME DURING 1996 RATE(S) DATE(S) DURING 1996 1996
- ------------------------- ----------- ------------- --------- ----------- ------------
<S> <C> <C> <C> <C> <C>
James L. Hobart. . . . . $ 0 7.1% 10/10/99 $ 546,276 $ 393,181
Henry E. Gauthier. . . . $ 0 7.1% 10/12/99 $ 429,290 $ 429,290
Robert J. Quillinan. . . $ 0 5.34 - 7.05% 2/28/99 - $ 250,547 $ 0
8/29/99
Scott H. Miller. . . . . $ 0 7.1% 10/4/99 $ 111,680 $ 111,680
</TABLE>
All promissory notes are full recourse and are secured by the shares of
Common Stock of Registrant issued upon exercise of the options. Interest is
paid annually.
The Compensation Committee is composed of Directors Carubba, Cantoni,
Nelsen and Robertson. See Item 11 for a description of Dr. Nelsen's and Mr.
Gauthier's consulting arrangements with Registrant.
<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 February 3, 1997.
COHERENT, INC.
/s/ BERNARD J. COUILLAUD
--------------------------------
By: Bernard J. Couillaud
Director, President &
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* March 3, 1997
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James L. Hobart Date
(Director, Chairman of the Board &
Chief Technical Officer)
/s/ BERNARD J. COUILLAUD March 3, 1997
- ---------------------------------- --------------------------
Bernard J. Couillaud Date
(Director, President & Chief Executive Officer )
/s/ ROBERT J. QUILLINAN* March 3, 1997
- ---------------------------------- --------------------------
Robert J. Quillinan Date
(Vice President & Chief Financial Officer)
/s/ CHARLES W. CANTONI* March 3, 1997
- ---------------------------------- --------------------------
Charles W. Cantoni Date
(Director)
/s/ FRANK P. CARRUBBA* March 3, 1997
- ---------------------------------- --------------------------
Frank P. Carrubba Date
(Director)
/s/ HENRY E. GAUTHIER* March 3, 1997
- ---------------------------------- --------------------------
Henry E. Gauthier Date
(Director)
/s/ THOMAS SLOAN NELSEN* March 3, 1997
- ---------------------------------- --------------------------
Thomas Sloan Nelsen Date
(Director)
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/s/ JERRY E. ROBERTSON* March 3, 1997
- ---------------------------------- --------------------------
Jerry E. Robertson Date
(Director)
*By: /s/ BERNARD J. COUILLAUD March 3, 1997
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Bernard J. Couillaud Date
Attorney-in-Fact
