II-VI INC
8-K, 1995-10-18
OPTICAL INSTRUMENTS & LENSES
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<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   Form 8-K

              Current Report Pursuant to Section 13 or 15(d) of
                          The Securities Act of 1934

Date of Report (Date of earliest event reported)       October 16, 1995
                                                 --------------------------

                              II-VI INCORPORATED
- -----------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)

  Pennsylvania                 0-16195                    25-1214948
- -----------------------------------------------------------------------------
(State of other              (Commission               (I.R.S. Employer
 jurisdiction                File Number)              Identification No.)
of incorporation)

   375 Saxonburg Boulevard, Saxonburg, Pennsylvania            16056
- -----------------------------------------------------------------------------
       (Address of principal executive offices)              (Zip Code)

Registrant's telephone number, including area code   412-352-4455
                                                 --------------------------

                             ___________________
- -----------------------------------------------------------------------------
        (Former name or former address, if changed since last report.)




<PAGE>
 
Item 5.   Other Events

   The Registrant hereby incorporates by reference its Press Release dated
   October 16, 1995 which is attached hereto as Exhibit 99.1.

Item 7.   Financial Statements and Exhibits

   (c)  Exhibits.

    99.1      Press Release dated October 16, 1995           Filed herewith.


<PAGE>
 
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.

                                              II-VI Incorporated
                                      -----------------------------------
                                                  (Registrant)

     October 16, 1995                 By: /s/ James Martinelli
- --------------------------            -----------------------------------
         (Date)                          James Martinelli
                                         Treasurer and
                                         Director of Finance and Accounting



<PAGE>
 
                                EXHIBIT INDEX
                                -------------

   99.1       Press Release dated October 16, 1995          Filed herewith.






<PAGE>
 
                                                               Exhibit 99.1

Release Date:                             Contact:
               October 16, 1995                    Jim Martinelli
                                                   Treasurer,
                                                   Director of Finance
                                                   & Accounting
                                                   (412) 352-4455

                              II-VI INCORPORATED
                       ANNOUNCES FIRST QUARTER RESULTS

PITTSBURGH, PA., October 16, 1995--II-VI Incorporated (NASDAQ NMS:IIVI)
today reported results for its first fiscal quarter ended September 30,
1995. Net earnings for the period were $806,000 ($0.15 per share) on revenues
of $8,088,000. These results compare with net earnings of $396,000 ($0.08
per share) on revenues of $5,446,000 in the first quarter of last fiscal
year.

Bookings increased 35% to $8,017,000 for the quarter from $5,936,000 for
the same period last year. This increase is attributable to Virgo Optics
Division bookings and increased demand from the industrial markets of Europe,
Japan and the United States.

Manufacturing gross margin was $3,401,000 or 43% of net sales for the quarter
compared to $2,097,000 or 41% of net sales for the same period last year.
The increase reflects the lower per unit operating cost associated with
the higher production volume, increased production efficiencies and yields,
and favorable product mix.

Selling, general and administrative expenses were $2,131,000 or 26% of revenues
for the quarter as compared to $1,472,000 or 27% of revenues for the same
period last year. The expense increase is attributable to higher compensation
expense associated with the Company's worldwide profit-driven bonus programs
and expenses incurred at the Virgo Optics Division.



                                    (more)
<PAGE>
 
II-VI Incorporated
October 16, 1995
Page 2


"During the quarter, we exceeded expectations and are well positioned in
our markets to continue this strong growth" said Carl J. Johnson, chairman
and chief executive officer. Francis J. Kramer, president and chief operating
officer stated "Our domestic and foreign manufacturing expansion programs
are on schedule and will allow us to continue to meet increased customer
demands."

Headquartered in Saxonburg, Pennsylvania II-VI Incorporated designs,
manufactures and markets optical and electro-optical components, devices
and materials for precision use in infrared, near infrared, visible light
and x-ray instruments and applications. The Company's infrared products
are used in high-power CO\\2\\ (carbon dioxide) lasers for industrial
processing worldwide. The Company's Virgo Optics Division manufactures near
infrared and visible light products used in industrial, scientific and medical
instruments and solid-state YAG (yttrium aluminum garnet) lasers. II-VI
is also developing and marketing solid-state x-ray and gamma-ray products for
the nuclear radiation detection industry through its eV PRODUCTS division.


                                    (more)

<PAGE>
 
II-VI Incorporated and Subsidiaries
Condensed Consolidated Statements of Operations (Unaudited)
($000 except share data)

<TABLE>
<CAPTION>
                                                     Three Months Ended
                                                        September 30,
                                                     ------------------
                                                       1995       1994
                                                     --------   --------
<S>                                                  <C>        <C>
Revenues     

Net Sales                                               7,957      5,161
Contract research and development                         131        285
                                                       ------     ------
                                                        8,088      5,446
                                                       ------     ------
Costs, Expenses & Other Income

Costs of goods sold                                     4,556      3,064
Contract research and development                         101        198
Internal research and development                         148        132
Selling, general and administrative expenses            2,131      1,472
Other (income) expense - net                               16         11
                                                       ------     ------
                                                        6,952      4,877
                                                       ------     ------

Earnings Before Income Taxes                            1,136        569

Income Tax Expense                                        330        173
                                                       ------     ------

Net Earnings                                           $  806     $  396
                                                       ======     ======

Earnings Per Share                                     $ 0.15     $ 0.08
                                                       ======     ======

Average Shares Outstanding                              5,506      5,114
</TABLE>

All share data reflects the two-for-one stock split which was effected on
the close of business September 6, 1995.





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