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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): DECEMBER 7, 1998
COHERENT, INC.
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(Exact name of Registrant as specified in its charter)
DELAWARE 000-05255 94-1622541
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
5100 PATRICK HENRY DRIVE
SANTA CLARA, CALIFORNIA 95054
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(Address, including zip code, of principal executive offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(408) 764-4000
NOT APPLICABLE
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
The information that is set forth in the Registrant's News Release dated
December 8, 1998 is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS.
99.1 Text of Press Release dated December 8, 1998.
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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.
COHERENT, INC.
A Delaware Corporation
Dated: December 17, 1998 By: /s/ Robert J. Quillinan
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Robert J. Quillinan
Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit Number Description
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99.1 Text of News Release dated December 8, 1998.
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[@ coherent logo] PRESS RELEASE
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Editorial Contact: For Release:
Robert J. Quillinan IMMEDIATE
(408) 764-4168 December 8, 1998
No. 630
COHERENT, INC. ANNOUNCES DEAL FOR STAR MEDICAL TECHNOLOGIES
Coherent, Inc. (Santa Clara, CA) (Nasdaq:COHR) announced today it has signed
a definitive agreement with Palomar Medical Technologies, Inc. (Lexington,
MA) (Nasdaq: PMTI) to acquire Palomar's majority owned subsidiary, Star
Medical Technologies, Inc., for $65 million in cash. The consummation of the
sale, which is subject to the approval of Palomar's stockholders, and other
standard closing conditions and certain regulatory approvals, is expected to
occur in February 1999.
Star, based in Pleasanton, California, is the only company with FDA approval
for a diode based hair removal product. Star manufactures the highly
successful and reliable LightSheer-TM- diode system that is currently
distributed exclusively by Coherent. The Light Sheer-TM- diode system is
smaller in size than conventional systems, providing greater portability and
ease of use for physicians. Since the LightSheer-TM- diode system
introduction in March of 1998, Star has shipped more than 200 units to
customers worldwide in a market currently recognized as the fastest growing
segment of the aesthetic market.
Bernard Couillaud, Coherent's President and Chief Executive Officer stated,
"While we are excited about owning the rights to the LightSheer-TM- product, we
are not acquiring Star for one product. We view Star as a semiconductor laser
company with proven laser diode stacking technology waiting to be applied
into commercial and other medical markets. Star's proprietary technology will
play a strategic role in the expansion of our Semiconductor Group's laser
diode markets. Star's stacking capabilities will broaden Coherent's
applications in a variety of other medical fields and material processing
such as soldering, welding and thermal treating, laser pumping, and
illuminators."
As part of the transaction, Coherent is acquiring all the intellectual
property related to Star's business, including four issued United States
patents and a pending application relating to high power semiconductor laser
diode arrays. In addition, Palomar is granting Coherent a sublicense to the
Anderson hair removal patent on terms similar to those previously existing
under the distribution agreement.
The three principals of Star, Bob Grove, Jim Holtz, and Dave Mundinger, with
a combined experience of more than 35 years in the semiconductor laser
industry, have agreed to remain with the company which will continue
operations in Pleasanton, California. Bob Grove, Star's President, said,
"Since its founding in 1992, Star has developed proprietary methods for
manufacturing high power semiconductor laser arrays and has successfully
leveraged the technology in the hair removal marketplace. We are excited to
work with Coherent, the world's largest independent laser company, and are
eagerly looking forward to developing new products and markets utilizing
these devices."
Robert J. Quillinan, Coherent's Chief Financial Officer, cautioned, "While the
acquisition will increase our sales figures, it is not expected to have a
material effect on Coherent's profits for the next two years because of the
beneficial commission structure under our current distribution agreement. The
real impact is expected after two years when the distribution agreement was
set to terminate. Of course, ownership of this company will allow these sales
to continue."
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"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT
The statements in this press release that relate to future plans, events or
performance are forward-looking statements that involve risks and
uncertainties, including risks associated with uncertainties related to
currency adjustments, contract cancellations, manufacturing risks,
competitive factors, uncertainties pertaining to customer orders, demand for
products and services, development of markets for the Company's products and
services and other risks identified in the Company's SEC filings. Actual
results, events and performance may differ materially. Readers are cautioned
not to place undue reliance on these forward-looking statements, which speak
only as of the date hereof. The Company undertakes no obligation to release
publicly the result of any revisions to these forward-looking statements that
may be made to reflect events or circumstances after the date hereof or to
reflect the occurrence of unanticipated events.
Readers are encouraged to refer to the risk disclosures described in the
Company's reports on Form 10-K, 10-Q and 8-K, as applicable.
Founded in 1966, Coherent, Inc. is a Standard & Poor's SmallCap 600 company
and a world leader in the design and manufacture of lasers and systems for
medical, scientific and commercial applications. Please direct any questions
to Robert J. Quillinan, Executive Vice President and Chief Financial Officer
at (408) 764-4168. For more information about Coherent, visit our Web site at
http://www.cohr.com for product and financial updates. To receive a full
text copy of this press release by fax, please call (877) 329-2647.
