<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
<TABLE>
<S> <C>
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-11(c) or
Section240.14a-12
</TABLE>
<TABLE>
<S> <C>
COHERENT, INC.
- ------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
</TABLE>
Payment of Filing Fee (Check the appropriate box):
<TABLE>
<S> <C> <C>
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
----------------------------------------------------------
(2) Aggregate number of securities to which transaction
applies:
----------------------------------------------------------
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how
it was determined).
----------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------
(5) Total fee paid:
----------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing.
(1) Amount Previously Paid:
----------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
----------------------------------------------------------
(3) Filing Party:
----------------------------------------------------------
(4) Date Filed:
----------------------------------------------------------
</TABLE>
<PAGE>
[LOGO]
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MARCH 24, 2000
TO THE STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of COHERENT,
INC. (the "Company"), a Delaware corporation, will be held on March 24, 2000 at
5:30 p.m., local time, at the Company's principal offices located at 5100
Patrick Henry Drive, Santa Clara, California 95054, for the following purposes:
1. To elect six directors to serve for the ensuing year and until their
successors are duly elected (Proposal One);
2. To approve the amendment of the Company's Productivity Incentive Plan to
increase the number of shares reserved for issuance thereunder by 100,000
to an aggregate of 2,125,000 (Proposal Two);
3. To ratify the appointment of Deloitte & Touche LLP as independent public
accountants to the Company for the fiscal year ending September 30, 2000
(Proposal Three); and
4. To transact such other business as may properly be brought before the
meeting and any adjournment(s) thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
Stockholders of record at the close of business on February 10, 2000 are
entitled to notice of and to vote at the meeting.
All stockholders are cordially invited to attend the meeting. However, to
assure your representation at the meeting, you are urged to mark, sign, date and
return the enclosed proxy card as promptly as possible in the postage-prepaid
envelope enclosed for that purpose. Any stockholder attending the meeting may
vote in person even if he or she has returned a proxy.
Sincerely,
Larry W. Sonsini
SECRETARY
Santa Clara, California
February 22, 2000
YOUR VOTE IS IMPORTANT
IN ORDER TO ASSURE YOUR REPRESENTATION AT THE MEETING, YOU ARE REQUESTED TO
COMPLETE, SIGN AND DATE THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE AND
RETURN IT IN THE ENCLOSED ENVELOPE.
<PAGE>
COHERENT, INC.
5100 PATRICK HENRY DRIVE
SANTA CLARA, CALIFORNIA 95054
------------------------
PROXY STATEMENT
---------------------
INFORMATION CONCERNING SOLICITATION AND VOTING
GENERAL
The enclosed Proxy is solicited on behalf of the Board of Directors of
COHERENT, INC. (the "Company") for use at the Annual Meeting of Stockholders to
be held at the Company's principal offices located at 5100 Patrick Henry Drive,
Santa Clara, California 95054, on March 24, 2000 at 5:30 p.m., local time, and
at any adjournment(s) thereof, for the purposes set forth herein and in the
accompanying Notice of Annual Meeting of Stockholders. The Company's telephone
number at the address above is (408) 764-4000. These proxy solicitation
materials were mailed on or about February 22, 2000 to all stockholders entitled
to vote at the meeting.
RECORD DATE AND SHARE OWNERSHIP
Stockholders of record at the close of business on February 10, 2000 (the
"Record Date") are entitled to notice of and to vote at the meeting and at any
adjournment(s) thereof. At the Record Date, 24,898,756 shares of the Company's
Common Stock, $0.01 par value, were issued and outstanding.
REVOCABILITY OF PROXIES
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before its use (i) by delivering to the Company at its
principal offices (Attention: Scott H. Miller, Senior Vice President and General
Counsel) a written notice of revocation or a duly executed proxy bearing a later
date or (ii) by attending the meeting and voting in person.
VOTING AND SOLICITATION
On all matters, other than the election of directors, each share has one
vote. See "Election of Directors--Vote Required."
The cost of this solicitation will be borne by the Company. The Company has
retained the services of D.F. King & Co., Inc. (the "Solicitor") to aid in the
solicitation of proxies from brokers, bank nominees and other institutional
owners. The Company estimates that it will pay the Solicitor a fee not to exceed
$3,500 for its services and will reimburse the Solicitor for certain
out-of-pocket expenses estimated to be $5,000. In addition, the Company may
reimburse brokerage firms and other persons representing beneficial owners of
shares for their expenses in forwarding solicitation material to such beneficial
owners. Proxies may also be solicited by certain of the Company's directors,
officers and regular employees, without additional compensation, personally or
by telephone or telegram.
<PAGE>
QUORUM; ABSTENTIONS; BROKER NON-VOTES
The Company's Bylaws provide that stockholders holding a majority of the
shares of Common Stock issued and outstanding and entitled to vote on the Record
Date shall constitute a quorum at meetings of stockholders. Shares that are
voted "FOR," "AGAINST" or "WITHHELD" on a matter are treated as being present at
the meeting for purposes of establishing a quorum and are also treated as
"entitled to vote on the subject matter" (the "Votes Cast") at the Annual
Meeting and with respect to such matter.
Although there is no definitive statutory or case law authority in Delaware
as to the proper treatment of abstentions, the Company believes that abstentions
should be counted for purposes of determining the presence or absence of a
quorum for the transaction of business and the total number of Votes Cast with
respect to a particular matter (other than the election of directors).
Accordingly, with the exception of the proposal for the election of directors,
abstentions will have the same effect as a vote against the proposal. Because
directors are elected by a plurality vote, abstentions in the election of
directors have no impact once a quorum exists.
In a 1988 Delaware case, BERLIN V. EMERALD PARTNERS, the Delaware Supreme
Court held that, although broker non-votes may be counted for purposes of
determining the presence or absence of a quorum for the transaction of business,
broker non-votes should not be counted for purposes of determining the number of
Votes Cast with respect to the particular proposal on which the broker has
expressly not voted. Broker non-votes with respect to proposals set forth in
this Proxy Statement will therefore not be considered "Votes Cast" and,
accordingly, will not affect the determination as to whether the requisite
majority of Votes Cast has been obtained with respect to a particular matter.
DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS
The Company currently intends to hold its 2001 Annual Meeting of
Stockholders in March 2001 and to mail proxy statements relating to such meeting
in February 2001. Proposals of stockholders of the Company that are intended to
be presented by such stockholders at the 2001 Annual Meeting must be received by
the Company no later than October 26, 2000 and must otherwise be in compliance
with applicable laws and regulations in order to be considered for inclusion in
the proxy statement and form of proxy relating to that meeting.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's officers and directors, and persons who own more than ten percent
of a registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
(the "SEC") and the National Association of Securities Dealers. Such officers,
directors and ten-percent stockholders are also required by SEC rules to furnish
the Company with copies of all forms that they file pursuant to Section 16(a).
Based solely on its review of the copies of such forms received by the Company,
or on written representations from certain reporting persons that no other
reports were required for such persons, the Company believes that, during fiscal
1999, its directors, officers and ten-percent stockholders complied with all
applicable Section 16(a) filing requirements.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of February 10, 2000 certain information
with respect to the beneficial ownership of the Company's Common Stock by
(i) any person (including any "group" as that
2
<PAGE>
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. The Company does not know of
any arrangements, including any pledge by any person of securities of the
Company, the operation of which may at a subsequent date result in a change of
control of the Company.
<TABLE>
<CAPTION>
NUMBER OF PERCENT
NAME AND ADDRESS SHARES (1) OF TOTAL
- ---------------- ---------- --------
<S> <C> <C>
PRIMECAP Management (2) .................................... 2,420,000 9.72%
225 S. Lake Ave, #400
Pasadena, CA 91101
Franklin Advisers, Inc. (3) ................................ 2,145,678 8.62%
777 Mariners Blvd.
San Mateo, CA 94404
Oppenheimer Funds, Inc. (4) ................................ 2,085,000 8.37%
Two World Trade Center, 31st Floor
New York, NY 10048
ICM Asset Management (5) ................................... 1,465,980 5.89%
601 W. Main Ave.
Spokane, WA 99201
Eagle Asset Management, Inc. (6) ........................... 1,302,082 5.23%
880 Carillon Pkwy., 3rd Floor
St. Petersburg, FL 33733
Bernard J. Couillaud (7) ................................... 140,626 *
Henry E. Gauthier (8) ...................................... 107,130 *
Robert J. Quillinan (9) .................................... 73,678 *
Scott H. Miller (10) ....................................... 49,598 *
Jerry E. Robertson (11) .................................... 40,000 *
John Ambroseo (12) ......................................... 31,353 *
Vittorio Fossati-Bellani ................................... 26,392 *
Frank Carrubba (13) ........................................ 30,000 *
Thomas Sloan Nelsen (14) ................................... 20,500 *
Charles W. Cantoni (15) .................................... 15,000 *
All directors and executive officers as a group (11 persons) 554,277 2.23%
(16) .....................................................
</TABLE>
- ------------------------
* Represents less than 1%.
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange commission (the "SEC") and generally includes voting
or investment power with respect to the securities. In computing the number
of shares beneficially owned by a person and the percentage ownership of
that person, each share of Coherent Common Stock subject to options held by
that person that will be exercisable on or before April 10, 2000, are deemed
outstanding. Such shares, however, are not deemed outstanding for the
purpose of computing the percentage ownership of any other person.
3
<PAGE>
(2) Represents shares reported by Carson Group on February 10, 2000 as being
held by PRIMECAP Management as of December 31, 1999.
(3) Represents shares reported by Carson Group on February 10, 2000 as being
held by Franklin Advisers, Inc. as of December 31, 1999.
(4) Represents shares reported by Carson Group on February 10, 2000 as being
held by Oppenheimer Funds, Inc. as of September 30, 1999.
(5) Represents shares reported by Carson Group on February 10, 2000 as being
held by ICM Asset Management as of September 30, 1999.
(6) Represents shares reported by Carson Group on February 10, 2000 as being
held by Eagle Asset Management, Inc. as of December 31, 1999.
(7) Includes 96,000 shares issuable upon exercise of options held by
Mr. Couillaud which are currently exercisable or will become exercisable
within 60 days of February 10, 2000.
(8) Includes 54,000 shares issuable upon exercise of options held by
Mr. Gauthier which are currently exercisable or will become exercisable
within 60 days of February 10, 2000.
(9) Includes 32,000 shares issuable upon exercise of options held by
Mr. Quillinan which are currently exercisable or will become exercisable
within 60 days of February 10, 2000.
(10) Includes 18,000 shares issuable upon exercise of options held by
Mr. Miller which are currently exercisable or will become exercisable within
60 days of February 10, 2000.
(11) Includes 15,000 shares issuable upon exercise of options held by
Mr. Robertson which are currently exercisable or will become exercisable
within 60 days of February 10, 2000.
(12) Includes 12,000 shares issuable upon exercise of options held by
Mr. Ambroseo which are currently exercisable or will become exercisable
within 60 days of February 10, 2000.
(13) Includes 15,000 shares issuable upon exercise of options held by
Mr. Carrubba which are currently exercisable or will become exercisable
within 60 days of February 10, 2000.
(14) Includes 10,000 shares issuable upon exercise of options held by
Dr. Nelsen which are currently exercisable or will become exercisable within
60 days of February 10, 2000.
(15) Includes 10,000 shares issuable upon exercise of options held by
Mr. Cantoni which are currently exercisable or will become exercisable
within 60 days of February 10, 2000.
(16) Includes an aggregate of 282,000 options which are currently exercisable or
will become exercisable within 60 days of February 10, 2000.
4
<PAGE>
PROPOSAL ONE
ELECTION OF DIRECTORS
NOMINEES
A board of six (6) directors is to be elected at the Annual Meeting of
Stockholders. Unless otherwise instructed, the proxy holders will vote the
proxies received by them for the Company's nominees named below. Each nominee
has consented to be named a nominee in the proxy statement and to continue to
serve as a director if elected. If any nominee becomes unable or declines to
serve as a director, if additional persons are nominated at the meeting or if
stockholders are entitled to cumulate votes, the proxy holders intend to vote
all proxies received by them in such a manner (in accordance with cumulative
voting) as will assure the election of as many of the nominees listed below as
possible (or, if new nominees have been designated by the Board of Directors, in
such a manner as to elect such nominees), and the specific nominees to be voted
for will be determined by the proxy holders.
The Company is not aware of any reason that any nominee will be unable or
will decline to serve as a director. The term of office of each person elected
as a director will continue until the next Annual Meeting of Stockholders or
until a successor has been elected and qualified. There are no arrangements or
understandings between any director or executive officer and any other person
pursuant to which he is or was to be selected as a director or officer of the
Company.
The names of the nominees, all of whom are currently directors of the
Company, and certain information about them as of the Record Date, are set forth
below.
<TABLE>
<CAPTION>
DIRECTOR
NAME OF DIRECTOR AGE SINCE PRINCIPAL OCCUPATION
- ---------------- -------- -------- --------------------------------------
<S> <C> <C> <C>
Bernard J. Couillaud (3).............. 55 1996 President and Chief Executive Officer
of the Company
Henry E. Gauthier (1)(2)(3)........... 59 1983 Chairman of the Board of Directors of
the Company
Charles W. Cantoni (1)(2)(3).......... 64 1983 Owner, Cantoni Consulting
Frank P. Carrubba (1)(2)(3)........... 62 1989 Retired Chief Technical Officer,
Phillips Electronics N.V.
Thomas Sloan Nelsen (1)(2)............ 73 1983 Retired Professor of Surgery, Stanford
University School of Medicine
Jerry E. Robertson (1)(2)............. 67 1994 Retired Executive Vice President, 3M
Life Sciences Sector and Corporate
Services
</TABLE>
- ------------------------
(1) Member of the Compensation Committee.
(2) Member of the Audit Committee.
(3) Member of the Nominating 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 the Company.
Mr. Gauthier retired as President and COO of the Company in July 1996.
5
<PAGE>
Mr. Couillaud is President and Chief Executive Officer and a member of the
Board of Directors, positions he has held 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.
Since June 1998 Mr. Cantoni has been the owner of Cantoni Consulting and
provides management and medical marketing consulting services. Prior to founding
Cantoni Consulting, Mr. Cantoni was Vice President, Quinton Instruments, Inc., a
manufacturer of medical instrumentation products, a position he held since
October 1994.
Mr. Robertson retired from 3M in 1994. He is a member of the board of
directors of Cardinal Health, Inc., Steris Corporation, and Choice Hotels
International.
BOARD MEETINGS AND COMMITTEES
The Board of Directors of the Company held a total of six meetings during
the fiscal year ended October 2, 1999. No director serving during such fiscal
year attended fewer than 75% of the aggregate of all meetings of the Board of
Directors and the committees of the Board upon which such director served. The
Board of Directors has three committees: the Audit Committee, the Compensation
Committee and the Nominating Committee.
The Audit Committee of the Board of Directors, which consists of directors
Gauthier, Carrubba, Cantoni, Nelsen and Robertson, held two meetings during the
last fiscal year. The Audit Committee recommends engagement of the Company's
independent public accountants. In addition, the Audit Committee is primarily
responsible for approving the services performed by the Company's independent
public accountants and for reviewing and evaluating the Company's accounting
principles and its system of internal accounting controls.
The Compensation Committee of the Board of Directors consists of directors
Gauthier, Carrubba, Cantoni, Nelsen and Robertson, and held one meeting during
the last fiscal year. The Compensation Committee reviews and approves the
Company's executive compensation policy and grants stock options to employees of
the Company, including officers pursuant to the Company's stock option plans.
The Nominating Committee was established in January 1998 and consists of
directors Couillaud, Gauthier, Cantoni and Carrubba. The Nominating Committee
held one meeting during the last fiscal year. The Nominating Committee reviews
candidates for officers and directors and makes recommendations with respect to
such candidates. The Nominating Committee will consider nominees recommended by
stockholders. Although there are no formal procedures for stockholders to
nominate persons to serve as directors, stockholders wishing to submit
nominations should notify the Company at its principal offices (Attention: Scott
H. Miller, Senior Vice President and General Counsel) of their intent to do so.
To be considered by the Nominating Committee, nominations must be received on or
before the deadline for receipt of stockholder proposals. See "Information
Concerning Solicitation and Voting--Deadline for Receipt of Stockholder
Proposals."
DIRECTOR COMPENSATION
In fiscal year 1999, members of the Board of Directors who were not
employees of the Company received $16,000 plus $1,500 per meeting attended and
were reimbursed for their expenses incurred in attending such meetings.
6
<PAGE>
The Company'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 the amendment was
approved by the stockholders on March 20, 1996. The Directors' Option Plan
terminated on December 8, 1999 and no further options will be granted under this
plan. The Directors' Option Plan provides for the automatic and
non-discretionary grant of a non-statutory stock option to purchase 20,000
shares of the Company'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 non-statutory stock option to purchase 5,000 shares of
Common Stock on the date of and immediately following each Annual Meeting of
Stockholders at which such non-employee director is reelected to serve on the
Board of Directors, if, on such date, he or she has served on the 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.
The Company's 1998 Directors' Stock Option Plan (the "1998 Directors' Plan")
was adopted by the Board of Directors on November 24, 1998 and was approved by
the stockholders on March 17, 1999 and reserved 100,000 shares of Common Stock
for issuance thereunder. Under the terms of the 1998 Directors' Plan, the number
of shares is increased each year by the number of shares necessary to restore
the total number of shares reserved to 100,000 shares. The 1998 Director's Plan
replaced the Directors' Option Plan which expired on December 8, 1999. Like its
predecessor, the 1998 Directors' Plan provides for the automatic and
non-discretionary grant of a non-statutory stock option to purchase 20,000
shares of the Company's Common Stock to each non-employee director on the date
on which such person becomes a director. Thereafter, each non-employee director
will be automatically granted a non-statutory stock option to purchase 5,000
shares of Common Stock on the date of and immediately following each Annual
Meeting of Stockholders at which such non-employee director is reelected to
serve on the Board of Directors, if, on such date, he or she has served on the
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. As of the records date, no options have been granted under the
1998 Directors' Plan.
Three non-employee directors have each been granted options to purchase
65,000 shares of the Company's Common Stock under such plan at a weighted
average exercise price of $11.62. One non-employee director has been granted
options to purchase 45,000 shares of the Company's Common Stock under such plan
at a weighted average exercise price of $13.73 per share. One non-employee
director has been granted options to purchase 30,000 shares of the Company's
Common Stock under such plan at a weighted average exercise price of $21.33 per
share. As of February 10, 2000, 130,000 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 BY DIRECTORS
<TABLE>
<CAPTION>
NAME SHARES ACQUIRED ON EXERCISE VALUE REALIZED(1)
- ---- --------------------------- -----------------
<S> <C> <C>
Charles W. Cantoni.................... 5,000 $43,438
Frank Carrubba........................ 5,000 $35,313
Thomas Sloan Nelsen................... 5,000 $30,625
</TABLE>
- ------------------------
(1) The value realized is calculated based on market value less exercise price.
The market value of underlying securities is based on the closing price of
the Company's Common Stock as reported by the NASDAQ National Market on the
date of exercise.
7
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee is composed of Directors Gauthier, Carrubba,
Cantoni, Nelsen and Robertson. During the last fiscal year, the Company paid
Dr. Thomas Nelsen $63,000 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 to the Company 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 agreed (i) to pay Mr. Gauthier his base salary
through June 30, 1997, (ii) to pay him an hourly consulting fee equal to $175.00
for services rendered through June 30, 1999, and (iii) to provide him with
benefits under the Company's medical, dental and life insurance plans.
VOTE REQUIRED
Every stockholder voting for the election of directors may cumulate such
stockholder's votes and give one candidate a number of votes equal to the number
of directors to be elected multiplied by the number of votes to which the
stockholder's shares are entitled. Alternatively, a stockholder may distribute
his or her votes on the same principle among as many candidates as the
stockholder thinks fit, provided that votes cannot be cast for more than six
candidates. However, no stockholder shall be entitled to cumulate votes for a
candidate unless (i) such candidate's name has been placed in nomination prior
to the voting and (ii) the stockholder, or any other stockholder, has given
notice at the meeting prior to the voting of the intention to cumulate the
stockholder's votes.
If a quorum is present and voting, the six nominees receiving the highest
number of votes will be elected to the Board of Directors. See "Information
Concerning Solicitation and Voting--Quorum; Abstentions; Broker Non-Votes."
MANAGEMENT RECOMMENDS THAT STOCKHOLDERS VOTE "FOR"
THE NOMINEES LISTED ABOVE
------------------------
8
<PAGE>
PROPOSAL TWO
AMENDMENT OF THE PRODUCTIVITY INCENTIVE PLAN
In January, 2000 the Company's Board of Directors authorized the amendment
of the Company's Productivity Incentive Plan (the "Plan"), subject to
stockholder approval, to increase the number of shares reserved for issuance
thereunder by an additional 100,000 shares for an aggregate of 2,125,000 shares.
Management believes that it is in the best interest of the Company and the
stockholders to provide employees with stock incentives pursuant to the Plan.
The materials features of the Plan are outlined below:
SUMMARY OF THE PRODUCTIVITY INCENTIVE PLAN
PURPOSE. The purpose of this Plan is to afford an incentive to employees of
the Company and its subsidiaries and to enable the Company and its subsidiaries
to retain and attract personnel of the highest caliber who by their position,
ability and diligence are able to make important contributions to the Company's
success.
ADMINISTRATION. The Plan is administered by management of the Company under
the direction of the Board of Directors. The administration, interpretation or
application of the Plan by the Board or management shall be final, conclusive
and binding upon all participants. Members of the Board of Directors and
management are permitted to participate in the Plan provided such persons are
eligible Employees.
DISTRIBUTION OF CASH OR COMMON STOCK. At the end of each three month period
of the Plan, the Company distributes cash or shares of Common Stock, at the
election of the participating employee; provided, however, that only cash is
distributed when the amount of incentive compensation is less than one day's
base earnings. The amount distributed is equal to the quarterly base earnings of
a participating employee multiplied by 50% of the quarterly pre-tax profit
percentage of the Company. The Company distributes cash to each participating
employee unless he or she notifies the Company in writing that he or she elects
to receive Common Stock. The number of shares of Common Stock to be distributed
to a participating employee is determined by dividing the amount of incentive
compensation by the fair market value of a share of the Company's Common Stock.
No fractional shares are distributed, but the dollar amount of any fractional
share is carried forward to the next three month period (if the employee is
still participating at that time).
DELIVERY OF CASH OR SHARE CERTIFICATES. As soon as practicable after each
three month period of the Plan, the Company delivers stock certificates to each
participating employee who elected to receive shares of Common Stock and a check
to each participating employee who elected to receive cash.
TERMINATION OF EMPLOYMENT; DEATH. Upon termination of a participating
employee's employment for any reason, including retirement or death, his
participation in the Plan is automatically terminated. If such termination
occurs during a three month period of the Plan, the participating employee is
not entitled to any cash or stock distribution for that period (unless the
termination is caused by the employee's death, in which case his designated
beneficiary shall receive a cash or Common Stock distribution at the election of
the designated beneficiary).
9
<PAGE>
STOCK. The number of shares of Common Stock which are reserved for
distribution under the Plan is 2,025,000 shares, subject to adjustment upon
changes in capitalization of the Company. The shares of Common Stock to be
distributed to participating employees may, at the election of the Company, be
either treasury shares or shares authorized but unissued.
AMENDMENT OR TERMINATION. The Board of Directors of the Company may at any
time terminate, modify, or amend the Plan; provided, however, that approval of
the holders of a majority of the outstanding shares of the Company entitled to
vote is required for any modification or amendment which materially increases
the benefits accruing to participating employees or the number of shares
issuable under the Plan, or materially changes the standards of eligibility for
participation in the Plan.
VOTE REQUIRED
The amendment of the Plan requires the affirmative vote of a majority of the
shares of the Company's Common Stock present or represented and entitled to vote
on this proposal at the meeting. An abstention is not an affirmative vote, and
therefore, will have the same effect as a vote against the proposal. See
"Information Concerning Solicitation and Voting--Quorum; Abstentions; Broker
Non-Votes."
MANAGEMENT RECOMMENDS THAT STOCKHOLDERS VOTE "FOR"
THE APPROVAL OF THE AMENDMENT OF THE PRODUCTIVITY INCENTIVE PLAN.
------------------------
10
<PAGE>
PROPOSAL THREE
RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected Deloitte & Touche LLP, independent
public accountants, to audit the financial statements of the Company for the
fiscal year ending September 30, 2000, and recommends that stockholders vote for
ratification of such appointment. In the event of a negative vote or
ratification, the Board of Directors will reconsider its selection. Deloitte &
Touche LLP has audited the Company's financial statements since the fiscal year
ended September 25, 1976. Representatives of Deloitte & Touche LLP are expected
to be present at the meeting and will be afforded the opportunity to make a
statement if they desire to do so. The representatives of Deloitte & Touche LLP
are also expected to be available to respond to appropriate questions.
MANAGEMENT RECOMMENDS THAT STOCKHOLDERS VOTE "FOR"
RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP
AS INDEPENDENT ACCOUNTANTS.
------------------------
11
<PAGE>
EXECUTIVE COMPENSATION
OFFICERS
The names, ages and office of all of the executive officers of the Company
are set forth below.
<TABLE>
<CAPTION>
NAME OF OFFICER AGE OFFICE HELD
- --------------- -------- ---------------------------------------------------
<S> <C> <C>
Bernard J. Couillaud...................... 55 President and Chief Executive Officer
Robert J. Quillinan....................... 52 Executive Vice President and Chief Financial
Officer
John R. Ambroseo.......................... 38 Executive Vice President and President, Coherent
Laser Group
Vittorio Fossati-Bellani.................. 52 Executive Vice President and President, Coherent
Semiconductor Group
James L. Taylor........................... 50 Executive Vice President and President, Coherent
Medical Group
Scott H. Miller........................... 45 Senior Vice President and General Counsel
Larry W. Sonsini.......................... 58 Secretary
</TABLE>
There are no family relationships between any of the executive officers and
directors.
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, he served as Director of R&D for the Coherent Laser
Group.
Mr. Quillinan has served as Executive Vice President and Chief Financial
Officer since July 1984. He served as Vice President and Treasurer from March
1982 to July 1984 and as Corporate Controller from April 1980 to March 1982.
Mr. Ambroseo became Executive Vice President and President, Coherent Laser
Group in July 1997. He joined Coherent in 1988 as a Sales Engineer and has
served as Product Marketing Manager, U. S. Sales Manager, Director of European
Operations and most recently as Scientific Business Unit Manager.
Mr. Fossati-Bellani became Executive Vice President and President, Coherent
Semiconductor Group in July 1997. He joined the Italian office of Coherent in
1979 as a Scientific Sales Engineer and has served in the capacity of Product
Manager, Director of Marketing, Director of Business Development, Scientific
Business Unit Manager and Diode Laser Business Unit Manager for the Coherent
Laser Group.
Mr. Taylor has served as Executive Vice President and President, Coherent
Medical Group since February 17, 1999. Prior to joining Coherent he was
President and CEO of Andros, Inc. from April 1997 to February 1999, and
President of Ohmeda Medical Systems from February 1995 to April 1997.
Mr. Miller has served as General Counsel to the Company since October 1988
and as Senior Vice President since March 1994.
For over five years, Mr. Sonsini has served as the Company's Secretary and a
member of the law firm of Wilson, Sonsini, Goodrich & Rosati, P.C.
12
<PAGE>
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 $100,000, information concerning compensation awarded to, earned by or
paid for services to the Company in all capacities during the last three fiscal
years (to the extent that such person was the Chief Executive Officer and/or
executive officer, as the case may be, during any part of such fiscal year):
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
AWARDS ALL OTHER
NAME YEAR SALARY ($) BONUS ($) OPTIONS (#) COMPENSATION
- ---- -------- ----------- --------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Bernard J. Couillaud .................... 1999 $363,467 $302,571 60,000 $27,530(1)
President and Chief Executive Officer 1998 337,492 147,578 138,000 23,393
1997 273,229 341,797 24,000 14,834
Robert J. Quillinan ..................... 1999 $222,665 $130,662 22,000 $15,067(2)
Executive Vice President and 1998 220,201 65,138 34,000 14,723
Chief Financial Officer 1997 194,964 192,491 14,000 15,267
John Ambroseo ........................... 1999 $240,292(3) $267,814 30,000 $13,714(4)
Executive Vice President and 1998 206,898(5) 108,668 36,000 8,672
President, Coherent Laser Group 1997 304,897(6) 80,605 21,000 9,266
Vittorio Fossati-Bellani ................ 1999 $189,566 $153,813 18,000 $11,998(7)
Executive Vice President and 1998 178,288 46,669 24,000 11,207
President, Coherent Semiconductor Group 1997 127,515 77,693 19,500 9,537
Scott H. Miller ......................... 1999 $170,843 $ 84,489 8,000 $10,692(8)
Senior Vice President and 1998 167,982 42,391 12,000 10,523
General Counsel 1997 153,877 132,780 7,000 12,154
</TABLE>
- ------------------------
(1) Includes $20,249 contributed by the Company under defined contribution plans
and $7,281 in life insurance benefits.
(2) Includes $13,073 contributed by the Company under defined contribution plans
and $1,994 in life insurance benefits.
(3) Includes $10,779 compensation related to European assignment.
(4) Includes $13,171 contributed by the Company under defined contribution plans
and $543 in life insurance benefits
(5) Includes $19,282 compensation related to European assignment.
(6) Includes $186,162 compensation related to European assignment.
(7) Includes $10,363 contributed by the Company under defined contribution plans
and $1,635 in life insurance benefits.
(8) Includes $9,323 contributed by the Company under defined contribution plans
and $1,369 in life insurance benefits.
13
<PAGE>
STOCK OPTION GRANTS AND EXERCISES
The following table shows, as to the individuals named in the Summary
Compensation Table above, information concerning stock options granted during
the fiscal year ended October 2, 1999.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
INDIVIDUAL GRANTS VALUE
----------------------------------------------------------------- AT ASSUMED ANNUAL
NUMBER OF % OF TOTAL RATES OF STOCK PRICE
SECURITIES OPTIONS APPRECIATION FOR
UNDERLYING GRANTED TO OPTION TERM (4)
OPTIONS EMPLOYEES IN EXERCISE EXPIRATION ---------------------
NAME GRANTED (#)(1)(2) FISCAL YEAR (3) PRICE ($/SH) DATE 5% ($) 10% ($)
- ---- ------------------ ---------------- ------------ ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Bernard J. Couillaud.......... 6,299 .45 $15.875 6/14/05 $ 34,008 $ 77,154
53,701 3.86 $15.875 6/14/05 $289,933 $657,758
Robert J. Quillinan........... 6,299 .45 $15.875 6/14/05 $ 34,008 $ 77,154
15,701 1.13 $15.875 6/14/05 $ 84,770 $192,314
John Ambroseo................. 6,299 .45 $15.875 6/14/05 $ 34,008 $ 77,154
23,701 1.70 $15.875 6/14/05 $127,962 $290,302
Vittorio Fossati-Bellani...... 6,299 .45 $15.875 6/14/05 $ 34,008 $ 77,154
11,701 .84 $15.875 6/14/05 $ 63,174 $143,320
Scott H. Miller............... 6,299 .45 $15.875 6/14/05 $ 34,008 $ 77,154
1,701 .12 $15.875 6/14/05 $ 9,184 $ 20,835
</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 six 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 first entry for each individual sets forth the number of options awarded
that are intended to qualify as "incentive stock options" within the meaning
of Section 422 of the Internal Revenue Code of 1986. The second entry for
each individual sets forth the number of options that are nonstatutory stock
options.
(3) The Company granted options to purchase an aggregate of 1,391,100, to all
employees other than executive officers and granted options to purchase an
aggregate of 223,000 shares to all executive officers as a group (7
persons), during fiscal 1999.
(4) This column sets forth hypothetical gains or "option spreads" for the
options at the end of their respective six-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
14
<PAGE>
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.
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 October 2, 1999 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 VALUE OCTOBER 2, 1999 (#)(2) OCTOBER 2, 1999 ($)(3)
ACQUIRED ON REALIZED --------------------------- ---------------------------
NAME EXERCISE (#) ($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ------------ ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Bernard J. Couillaud.......... 12,000 $78,000 96,000 180,000 $809,625 $1,566,000
Robert J. Quillinan........... 0 $0 32,000 62,000 $206,750 $468,875
John Ambroseo................. 0 $0 25,000 66,000 $119,188 $507,813
Vittorio Fossati-Bellani...... 8,500 $68,156 14,500 46,000 $7,250 $342,313
Scott H. Miller............... 5,000 $41,875 18,000 24,000 $157,000 $168,188
</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 October 2, 1999 of
$21.375 (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
15
<PAGE>
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 employees 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.
VARIABLE COMPENSATION PLAN
The Company's Variable Compensation 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 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"),
2,025,000 shares of Common Stock were initially reserved, and as of the fiscal
year ended October 2, 1999, 25,397 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
6,325,000 shares of Common Stock have been reserved under the Purchase Plan, and
as of the end of fiscal year 1999, 2,222,836 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 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. Payroll deductions may
not exceed 10% of an employee's compensation. The Purchase Plan provides for two
offerings during each fiscal year, each having a duration of twelve months.
16
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN ANY OF THE COMPANY'S
PREVIOUS FILINGS UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES
ACT OF 1934, AS AMENDED, THAT MIGHT INCORPORATE FUTURE FILINGS, INCLUDING THIS
PROXY STATEMENT, IN WHOLE OR IN PART, THE FOLLOWING REPORT AND THE PERFORMANCE
GRAPH INCLUDED HEREIN SHALL NOT BE INCORPORATED BY REFERENCE INTO ANY SUCH
FILINGS.
INTRODUCTION
The Compensation Committee of the Board of Directors establishes the general
compensation policies of the Company, and establishes the compensation plans and
specific compensation levels for executive officers. The Committee strives to
ensure that the Company's executive compensation programs will enable the
Company to attract and retain key people and motivate them to achieve or exceed
certain key objectives of the Company by making individual compensation directly
dependent on the Company's achievement of certain financial goals, such as
profitability and asset management and by providing rewards for exceeding those
goals.
COMPENSATION PROGRAMS
BASE SALARY. The Committee establishes base salaries for executive
officers, normally within ten percent of the average paid for comparable
positions at other similarly sized companies as set forth in national and local
compensation surveys. Base pay increases vary according to individual
contributions to the Company's success and comparisons to similar positions
within the Company and at other comparable companies.
VARIABLE COMPENSATION PLAN. Each executive officer participates in the
Variable Compensation Plan which provides for the payment of a quarterly amount
determined by a formula based on improvements of pre-tax profits and asset
management over preset threshold levels for each operating group or business
unit.
STOCK OPTIONS. The Committee believes that stock options provide additional
incentive to officers to work towards maximizing stockholder value. These
options are provided through initial grants at or near the date of hire and
through subsequent periodic grants. Options granted by the Company to its
executive officers and other employees have exercise prices equal to the fair
market value at the time of grant. Options vest and become exercisable at such
time as determined by the Board. The initial option grant is designed to be
competitive with those of comparable companies for the level of the job that the
executive holds and is designed to motivate the officer to make the kind of
decisions and implement strategies and programs that will contribute to an
increase in the Company's stock price over time. Periodic additional stock
options within the comparable range for the job are granted to reflect the
executives ongoing contributions to the Company, to create an incentive to
remain at the Company and to provide a long-term incentive to achieve or exceed
the Company's financial goals.
OTHER. In addition to the foregoing, officers participate in compensation
plans available to all employees, such as a quarterly profit sharing plan and
participation in both the Company's 401(k) retirement plan and employee stock
purchase plan. See "Executive Compensation--Other Employee Benefit Plans."
17
<PAGE>
COMPENSATION OF CHIEF EXECUTIVE OFFICER
The factors considered by the Compensation Committee in determining the
compensation of the Chief Executive Officer, in addition to survey data, include
the Company's operating and financial performance, as well as his leadership and
establishment and implementation of strategic direction for the Company.
The Compensation Committee considers stock options to be an important
component of the Chief Executive Officer's compensation as a way to reward
performance and motivate leadership for long term growth and profitability. In
1999, Mr. Couillaud was granted options to purchase 60,000 shares with an
exercise price equal to the fair market value at date of grant ($15.875 per
share). This option becomes exercisable at the end of three years. The Committee
believes that the quantity of shares granted to Mr. Couillaud is consistent with
its philosophy of granting options to many management personnel rather than
concentrating grants on a few senior executives.
COMPENSATION LIMITATIONS
Under Section 162(m) of the Internal Revenue Code, adopted in August 1993,
and regulations adopted thereunder by the Internal Revenue Service,
publicly-held companies may be precluded from deducting certain compensation
paid to an executive officer in excess of $1.0 million in a year. The
regulations exclude from this limit performance-based compensation and stock
options provided certain requirements, such as stockholder approval, are
satisfied. The Company plans to take actions, as necessary, to insure that its
stock option plans and executive annual cash bonus plans qualify for exclusion.
COMPENSATION COMMITTEE
Henry E. Gauthier
Frank P. Carrubba
Charles W. Cantoni
Thomas Sloan Nelsen
Jerry E. Robertson
Dated: January 26, 2000
18
<PAGE>
COMPANY STOCK PRICE PERFORMANCE
The following graph shows a five-year comparison of cumulative total
stockholder return, calculated on a dividend reinvestment basis and based on a
$100 investment, from October 1, 1994 through October 2, 1999 comparing the
return on the Company's Common Stock with the Standard & Poors 500 Stock Index
and the Standard & Poors Small Cap 600 Stock Index. No dividends have been
declared or paid on the Company's Common Stock during such period. The stock
price performance shown on the graph following is not necessarily indicative of
future price performance.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
COHERENT INC. S&P 500 INDEX S&P SMALL CAP 600 INDEX
<S> <C> <C> <C>
10/1/94 100.00 100.00 100.00
9/30/95 260.71 129.74 126.18
9/28/96 251.79 156.12 145.50
9/27/97 395.54 219.27 199.29
9/26/98 140.47 236.13 161.02
10/2/99 316.06 293.76 185.87
</TABLE>
19
<PAGE>
CERTAIN TRANSACTIONS
The following table sets forth information with respect to all executive
officers of the Company 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.
<TABLE>
<CAPTION>
LARGEST AMOUNT BALANCE AT
NEW LOANS OUTSTANDING OCTOBER 2,
NAME DURING 1999 INTEREST RATES MATURITY DATE(S) DURING 1999 1999
- ---- ----------- -------------- ---------------- -------------- -----------
<S> <C> <C> <C> <C> <C>
Robert J. Quillinan........... -- 5.68-5.69% 2/27/03-7/31/03 $325,779 $325,779
Bernard J. Couillaud.......... $111,651 4.83% 3/1/04 $111,651 $111,651
Vittorio Fossati-Bellani...... $116,974 5.96% 8/31/04 $116,974 $116,974
Scott H. Miller............... $ 50,653 4.83-7.1% 10/4/99-3/1/04 $162,333 $162,333
</TABLE>
All promissory notes are full recourse and are secured by the shares of
Common Stock of the Company issued upon exercise of the options. Interest is
paid annually.
See "Election of Directors--Compensation Committee Interlocks and Insider
Participation" for a description of Dr. Nelsen's consulting arrangement with the
Company.
OTHER MATTERS
The Company knows of no other matters to be submitted to the meeting. If any
other matters properly come before the meeting, it is the intention of the
persons named in the enclosed form Proxy to vote the shares they represent as
the Board of Directors may recommend.
THE BOARD OF DIRECTORS
Dated: February 22, 2000
20
<PAGE>
ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING. HOWEVER, TO
ASSURE YOUR REPRESENTATION AT THE MEETING, YOU ARE URGED TO MARK, SIGN, DATE AND
RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE IN THE POSTAGE-PREPAID
ENVELOPE ENCLOSED FOR THAT PURPOSE. ANY STOCKHOLDER ATTENDING THE MEETING MAY
VOTE IN PERSON EVEN IF HE OR SHE HAS RETURNED A PROXY.
- --------------------------------------------------------------------------------
IN ORDER TO ASSURE YOUR REPRESENTATION AT THE MEETING, YOU ARE REQUESTED TO
COMPLETE, SIGN AND DATE THIS ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE AND
RETURN IT IN THE ENCLOSED ENVELOPE.
- --------------------------------------------------------------------------------
[0706 - COHERENT] [FILENAME: COH89B.ELX] [VERSION - 2] [02/15/00] [ORIG.
02/14/00]
DETACH HERE
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
COHERENT, INC.
ANNUAL MEETING OF STOCKHOLDERS
MARCH 24, 2000
The undersigned stockholder of COHERENT, INC., a Delaware corporation,
hereby acknowledges receipt of the Notice of Annual Meeting of Stockholders and
Proxy Statement, each dated February 22, 2000, and hereby appoints Bernard J.
Couillaud and Robert J. Quillinan, and each of them, proxies and attorneys-in-
fact, with full power to each of substitution, on behalf and in the name of the
undersigned, to represent the undersigned at the Annual Meeting of Stockholders
of COHERENT, INC. to be held on March 24, 2000 at 5:30 p.m., local time, at the
Company's principal offices located at 5100 Patrick Henry Drive, Santa Clara,
California 95054 and at any adjournment(s) thereof and to vote all shares of
Common Stock which the undersigned would be entitled to vote if then and there
personally present, on all the matters set forth on the reverse side.
THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO CONTRARY DIRECTION IS
INDICATED, WILL BE VOTED FOR THE ELECTION OF DIRECTORS, FOR THE AMENDMENT TO THE
COMPANY'S PRODUCTIVITY INCENTIVE PLAN, FOR THE RATIFICATION OF THE APPOINTMENT
OF THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS, AND AS SAID PROXIES DEEM
ADVISABLE ON SUCH OTHER MATTERS AS MAY COME BEFORE THE MEETING AND ANY
ADJOURNMENTS THEREOF.
- --------------- ---------------
SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE
- --------------- ---------------
<PAGE>
COHERENT, INC. THIS IS YOUR PROXY.
C/O EQUISERVE YOUR VOTE IS IMPORTANT.
P.O. BOX 9040
BOSTON, MA 02256-9040
[0706 - COHERENT] [FILE NAME: COH89A.ELX] [VERSION - 2] [02/16/00] [ORIG.
02/14/00/
DETACH HERE
/ / PLEASE MARK
VOTES AS IN
THIS EXAMPLE.
1. To elect six directors to serve for the ensuing year and until their
successors are duly elected;
NOMINEES: (01) Bernard J. Couillaud; (02) Henry E. Gauthier; (03) Charles
W. Cantonl; (04) Frank P. Carrubba; (05) Thomas Sloan Nelsen; (06) Jerry E.
Robertson (Proposal One);
FOR WITHHELD
ALL / / / / FROM ALL
NOMINEES NOMINEES
/ / _______________________________________ MARK HERE
For all nominees except as noted above FOR ADDRESS / /
CHANGE AND
NOTE BELOW
FOR AGAINST ABSTAIN
2. To approve the amendment of the Company's / / / / / /
Productivity Incentive Plan to increase the
number of shares reserved for issuance
thereunder by 100,000 to an aggregate of
2,125,000 (Proposal Two);
FOR AGAINST ABSTAIN
3. To ratify the appointment of Deloitte & Touche / / / / / /
LLP as independent public accountants to the
Company for the fiscal year ending September
30, 2000 (Proposal Three); and
4. to transact such other business as may properly be brought before the
meeting and any adjournment(s) thereof.
The foregoing items of business are more fully described in the Proxy Statement
accompanying this Notice.
Stockholders of record at the close of business on February 10, 2000 are
entitled to notice of and to vote at the meeting.
(This Proxy should be marked, dated, signed by the stockholder(s) exactly as his
or her name appears hereon, and returned promptly in the enclosed envelope.
Persons signing in a fiduciary capacity should so indicate. If shares are held
by joint tenants or as community property, both should sign.)
Signature:_______________ Date:_______ Signature:________________ Date:_______
