As filed with the Securities and Exchange Commission on
September 26, 1996
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________________________________________
II-VI INCORPORATED
(Exact name of registrant as specified in its charter)
Pennsylvania 25-1214948
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
375 Saxonburg Boulevard
Saxonburg, Pennsylvania 16056
(Address of principal executive offices) (Zip Code)
II-VI INCORPORATED
DEFERRED COMPENSATION PLAN
(Full title of the plan)
Carl J. Johnson, Chairman
II-VI Incorporated
375 Saxonburg Boulevard
Saxonburg, Pennsylvania 16056
(Name and address of agent for service)
(412) 352-4455
(Telephone number of agent for service)
Copies of communication to:
Ronald Basso, Esquire Robert D. German, Esquire
Buchanan Ingersoll Sherrard, German & Kelly, P.C.
Professional Corporation 35th Floor, One Oliver Plaza
One Oxford Centre, Pittsburgh, PA 15222
301 Grant Street, 20th Fl. (412) 355-0200
Pittsburgh, PA 15219
(412) 562-3943
________________________________________________
CALCULATION OF REGISTRATION FEE
Title of Securities To Be
Registered
Common Stock (no par value)
Amount To Be
Registered(1)
100,000
Proposed
Maximum
Offering Price
Per Share(2)
$19.50
Proposed
Maximum
Aggregate
Offering Price(2)
$1,950,000.00
Amount of
Registration
Fee(3)
$673.00
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the Deferred
Compensation Plan described herein.
(2) Estimated solely for the purpose of calculating the registration
fee.
(3) Pursuant to Rule 457(h), based upon the average of the high and low
prices for the Common Stock of the Registrant as reported on the
NASDAQ/National Market System on September 24, 1996.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement relates to the Deferred Compensation Plan of
II-VI Incorporated, a Pennsylvania corporation (the "Company"). Except
as otherwise stated herein, the Deferred Compensation Plan is
referred to as the "Plan".
Item 3. Incorporation of Documents by Reference
The Company hereby incorporates by reference into this Registration
Statement the documents listed in (a) through (c) below. The Company
also incorporates all documents subsequently filed by it pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934 (the "Securities Exchange Act"), 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 from
the date of filing of such documents:
(a) The Company's:
Annual Report on Form 10-K, for the fiscal year ended June 30,
1996;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act since the end of the fiscal year covered by the
annual report referred to in (a) above; and
(c) The description of the Common Stock of the Company contained in
the Company's registration statement filed under Section 12 of the
Securities Exchange Act contained in the Company's Registration
Statement of Form 8-A; including any amendment or report filed for the
purpose of updating such description.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
Item 6. Indemnification of Directors and Officers
Pennsylvania statutory law regarding directors and officers insurance
and indemnification is embodied in Subchapter D (Sections 1741 through
1750) of the Pennsylvania Business Corporation Law of 1988, as amended
(the "BCL"). Sections 1741 (relating to third party actions) and 1742
(relating to derivative actions) of the BCL provide that, unless
otherwise restricted by its bylaws, a business corporation shall have
the power to indemnify any person who is made a party to a third-party
or derivative action, respectively, by reason that such person is or was
a representative of the corporation. The BCL defines representative to
mean a director, officer, employee or agent thereof (a
"Representative"). The sections further state that the corporation is
authorized to indemnify the Representative against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him or her in connection with the
action. However, the Representative must have acted in good faith and
with a reasonable belief that his or her actions were in the best
interests, or not opposed to the best interests, of the corporation; and
with respect to any criminal proceeding, the Representative must have
had no reasonable cause to believe his or her conduct was unlawful.
Section 1743 of the BCL provides mandatory indemnification for a
Representative if he or she succeeds on the merits or otherwise in the
defense of any claim or action. The corporation must indemnity him or
her to the extent of his or her actual and reasonable expenses
(including attorney's fees) in connection with the claim or action.
Section 1746(a) states that the statutory rights of indemnification
shall not be deemed exclusive of any other rights to which a person
might be entitled under any bylaw, agreement, or otherwise. However,
1746(b) forbids indemnification to be made in any case where the act or
failure to act giving rise to the claim is determined by a court to be
willful misconduct or recklessness. A corporation may not provide
indemnification in the case of willful misconduct or recklessness.
The BCL, in Section 1747, also authorizes corporations to purchase and
maintain insurance on behalf of a Representative, whether or not the
corporation would have the power to indemnify him or her. Such
insurance is declared to be consistent with Pennsylvania's public
policy.
Section 6.02 of the Company's By-Laws provides that a director shall not
be personally liable for monetary damages for any action taken or failed
to be taken unless the director has breached or failed to perform the
duties of his office and such breach or failure to perform constitutes
self-dealing, willful misconduct or recklessness. A director's criminal
or tax liability is not limited by the foregoing provision.
Section 6.03 of the Company's By-Laws requires the Company to indemnify
any director or officer who is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative,
unless a court determines that such director or officer's conduct
constituted willful misconduct or recklessness. The right to
indemnification conferred by this provision includes payment of all
reasonable expenses, including attorney's fees, and any liability and
loss.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
The following is a list of exhibits filed as part of this Registration
Statement, which are incorporated herein:
Exhibit No. Reference
23.1 Consent of Alpern, Rosenthal Filed herewith
& Company.
24.1 Power of Attorney for Filed herewith
directors and certain officers
of the Company (appearing on
the Signature Page).
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 the Registration Statement or
any material change to such information in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933 (the "Securities Act"), each 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 Securities Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act) that is incorporated by
reference in the 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 provisions
described in Item 6 of this Registration Statement, 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
indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Borough of Saxonburg,
Commonwealth of Pennsylvania, on September 26, 1996.
II-VI INCORPORATED
By: /s/ Carl J. Johnson
Carl J. Johnson, Chairman and
Chief Executive Officer
KNOWN ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Carl J. Johnson, Francis J. Kramer, and
James Martinelli, and each of them, such person's true and lawful
attorneys-in-fact and agents, with full power of substitution and
revocation, for such person and in such person's name, place and stead,
in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement and to file
the same with all exhibits thereto, and other 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, as fully to all intents and purposes as such
person might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
/s/ Carl J. Johnson Chairman, Chief September 26, 1996
Carl J. Johnson Executive Officer
and Director
/s/ Francis J. Kramer President, Chief September 26, 1996
Francis J. Kramer Operating Officer
and Director
/s/ James Martinelli Chief Financial September 26, 1996
James Martinelli Officer and Treasurer
(Principal Accounting
Officer, and Principal
Financial Officer)
/s/ Richard W. Bohlen Director September 26, 1996
Richard W. Bohlen
/s/ Thomas E. Mistler Director September 26, 1996
Thomas E. Mistler
/s/ Duncan A.J. Morrison Director September 26, 1996
Duncan A.J. Morrison
/s/ Peter W. Sognefest Director September 26, 1996
Peter W. Sognefest
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the Trustee of the II-VI Incorporated Deferred Compensation Plan has
duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the Borough of Saxonburg,
Commonwealth of Pennsylvania, on September 25, 1996.
II-VI INCORPORATED DEFERRED COMPENSATION
PLAN
By: /s/ Niki Green
Bankers Trust, Trustee
EXHIBIT INDEX
Exhibit No. Reference
23.1 Consent of Alpern, Rosenthal & Company Filed herewith.
24.1 Power of Attorney for directors and Filed herewith.
certain officers of the Company
(appearing on the Signature Page)
INDEPENDENT AUDITORS' CONSENT
We hereby consent to the incorporation by reference in this registration
statement on Form S-8 of our report dated August 12, 1996 included in
II-VI Incorporated's Form 10-K for the year ended June 30,
1996.
/s/ Alpern, Rosenthal & Company
Pittsburgh, Pennsylvania
September 26, 1996
