<PAGE>
As filed with the Securities and Exchange Commission on September 19, 2000
Registration No. 333-________
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
COHERENT, INC.
(Exact name of Registrant as specified in its charter)
Delaware 94-1622541
---------------------- -------------------------------------
(State of Incorporation) (I.R.S. Employer Identification Number)
5100 Patrick Henry Drive
Santa Clara, California 95056
(Address of Principal Executive Offices)
----------------------
PRODUCTIVITY INCENTIVE PLAN
(Full title of the plan)
----------------------
Robert J. Quillinan
Executive Vice President and Chief Financial Officer
COHERENT, INC.
5100 Patrick Henry Drive
Santa Clara, California 95056
(Name and address of agent for service)
(408) 764-4000
(Telephone number, including area code, of agent for service)
----------------------
Copy to:
Judith M. O'Brien, Esq.
WILSON SONSINI GOODRICH & ROSATI,
PROFESSIONAL CORPORATION
650 Page Mill Road
Palo Alto, California 94304-1050
Telephone: (650) 493-9300
===============================================================================
<PAGE>
===============================================================================
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
------------------------------------------- --------------------- ---------------------- --------------------- -----------------
AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
BE REGISTERED REGISTERED (1) PER SHARE (2) PRICE (2) FEE (3)
------------------------------------------- --------------------- ---------------------- ---------------------- ----------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value per share,
to be issued under the Productivity
Incentive Plan 100,000 $68.9688 $6,896,880 $1,820.78
</TABLE>
----------------------
(1) Amount of securities to be registered computed in accordance with Rule
457(h) of the Securities Act of 1933, as amended, as the maximum number of
the Registrant's Common Stock issuable under the Productivity Incentive
Plan covered by this registration statement.
(2) The registration fee for the shares of Common Stock to be issued under
the Productivity Incentive Plan was calculated in accordance with Rule
457(c) and (h) of the Securities Act, based upon the average of the high
and low prices as reported by the Nasdaq National Market on September
12, 2000.
(3) Amount of registration fee was calculated pursuant to Section 6(b) of the
Securities Act which provides that the fee shall be .000264 of the proposed
maximum aggregate offering price of the securities proposed to be
registered.
===============================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents and information heretofore filed by Registrant
with the Securities and Exchange Commission are hereby incorporated by reference
in this Registration Statement:
1. The Registrant's Annual Report on Form 10-K, as amended, for
the fiscal year ended October 2, 1999, filed pursuant to Section 13(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act");
2. The Registrant's Quarterly Reports on Form 10-Q for the fiscal
quarters ended January 1, 2000, April 1, 2000 and July 1, 2000, filed
pursuant to Section 13(a) of the Exchange Act;
3. The Registrant's Definitive Proxy Statement filed on February
23, 2000; and
4. The description of the Registrant's Common Stock contained in
the Registration Statement on Form 8-A filed pursuant to Section 12 of the
Exchange Act, including any amendment or report filed for the purpose of
updating any such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be part hereof from the date of
filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporations Law authorizes a court
to award, or a corporation's Board of Directors to grant, indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Act. The Registrant's
Bylaws provides for the mandatory indemnification of its directors and officers
and permissible indemnification of employees and other agents to the maximum
extent permitted by Delaware General Corporation Law. The Registrant has entered
into an indemnification agreement with each of its officers and directors that
provides the Registrant's officers and directors with indemnification to the
maximum extent permitted by the Delaware General Corporation Law. In addition,
the Registrant's Certificate of Incorporation provides that, pursuant to
Delaware law, its directors shall not be liable for monetary damages for a
breach of the directors' fiduciary duty as a director to the Registrant and its
stockholders, provided that such liability does not arise from certain
proscribed conduct. The Registrant also currently maintains officer and director
liability insurance.
II-1
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
--------------- ----------------------------------------------------------------------
<S> <C>
4.1 Productivity Incentive Plan
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, counsel to the Registrant
23.1 Independent Auditors' Consent
23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation,
counsel to the Registrant (contained in Exhibit 5.1)
24.1 Power of Attorney (see page II-4)
</TABLE>
ITEM 9. UNDERTAKINGS.
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement to
include any material information with respect to the plan of distribution not
previously disclosed in this Registration Statement or any material change to
such information in this Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing
of the Registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act)
that is incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such
II-2
<PAGE>
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto, duly authorized, in the City of Santa Clara, State of
California, on September 19, 2000.
COHERENT, INC.
By: /s/ ROBERT J. QUILLINAN
-------------------------------------
Robert J. Quillinan, Executive Vice
President and Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert J. Quillinan and Scott H. Miller,
and each of them acting individually, as his or her true and lawful
attorneys-in-fact and agents, each with full power of substitution, to sign and
execute on behalf of the undersigned any and all amendments (including
post-effective amendments) to this Registration Statement, any registration
statement for the same offering covered by this Registration Statement that is
to be effective upon filing pursuant to Rule 462(b) promulgated under the
Securities Act of 1933, as amended, and all post-effective amendments thereto,
and to file the same, with all exhibits thereto and all documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the foregoing, as fully to all intents and purposes as the undersigned
might or could do in person, and each of the undersigned does hereby ratify and
confirm all that such attorneys-in-fact and agents or any of them, or any
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
------------------------------------ ------------------------------------------- -------------
<S> <C> <C>
/s/ BERNARD J. COUILLAUD President and Chief Executive Officer September 19, 2000
------------------------------------ (Principal Executive Officer)
Bernard J. Couillaud
/s/ ROBERT J. QUILLINAN Executive Vice President and Chief Financial September 19, 2000
------------------------------------ Officer
Robert J. Quillinan (Principal Financial and Accounting Officer)
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
------------------------------------ ------------------------------------------- -------------
<S> <C> <C>
/s/ HENRY E. GAUTHIER Chairman of the Board of Directors September 19, 2000
------------------------------------
Henry E. Gauthier
/s/ THOMAS SLOAN NELSEN Director September 19, 2000
------------------------------------
Thomas Sloan Nelsen
/s/ FRANK P. CARRUBBA Director September 19, 2000
------------------------------------
Frank P. Carrubba
/s/ CHARLES W. CANTONI Director September 19, 2000
------------------------------------
Charles W. Cantoni
/s/ JERRY E. ROBERTSON Director September 19, 2000
------------------------------------
Jerry E. Robertson
/s/ JOHN H. HART Director September 19, 2000
------------------------------------
John H. Hart
</TABLE>
II-5
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
---------------------------------------------------------------
EXHIBITS
---------------------------------------------------------------
REGISTRATION STATEMENT ON FORM S-8
COHERENT, INC.
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
--------------- ----------------------------------------------------------------------
<S> <C>
4.1 Productivity Incentive Plan
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, counsel to the Registrant
23.1 Independent Auditors' Consent
23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation,
counsel to the Registrant (contained in Exhibit 5.1)
24.1 Power of Attorney (see page II-4)
</TABLE>
