SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1
Current Report
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (date of earliest event reported): February 22, 1996
_________________
II-VI INCORPORATED
__________________
(Exact name of registrant as specified in its charter)
Pennsylvania 0-16195 25-1214948
____________ _______ __________
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification Number)
375 Saxonburg Boulevard, Saxonburg, Pennsylvania 16056
________________________________________________ _____
(Address of principal executive offices) (ZIP Code)
Registrant's telephone number, including area code: 412-352-4455
____________
Item 2. Acquisition or Disposition of Assets
____________________________________
On February 22, 1996, Lightning Optical Corporation, a
Florida corporation located in Tarpon Springs, Florida ("Lightning
Optical"), merged with and into II-VI Lightning Optical
Incorporated ("II-VI Lightning"), a newly-formed wholly-owned
Pennsylvania subsidiary of the Registrant, II-VI Incorporated. As
a result of the merger, II-VI Lightning acquired substantially all
of the assets and assumed certain liabilities of Lightning Optical.
The aggregate purchase price paid to the shareholders of Lightning
Optical (the "Sellers") consisted of $2.5 million in cash and
186,183 shares of the Common Stock, no par value, of the Registrant.
A portion of the cash portion of the purchase price will be held in
escrow for potential post-closing adjustments. The purchase price
was determined by negotiation. The Registrant paid the cash portion
of the purchase price from cash on hand.
The Registrant has agreed to file a registration statement
with respect to a market offering of the shares of Common Stock
issued in the transaction.
The assets of Lightning Optical acquired by II-VI Lightning
in the merger include inventory, accounts receivable, machinery and
equipment, real estate and intangibles. These assets were used by
Lightning Optical in the design and manufacture of optics and
materials for visible and near infrared applications. These
products are used in industrial, medical and scientific solid-state
lasers and electro-optic equipment. The registrant intends to use
the acquired assets in a similar fashion. Annual sales of Lightning
Optical are in the $6.0 million range.
See the Registrant's Press Release dated February 23, 1996,
for further information regarding this transaction.
Item 7. Financial Statements, Pro Forma Financial Information
_____________________________________________________
and Exhibits
____________
(a) Financial statements of business acquired.
The following financial statements of Lightning
Optical Corporation are hereby filed as part of
this Form 8-K/A:
Independent Auditors' Report
Balance Sheet
Statement of Earnings
Statement of Shareholders' Equity
Statement of Cash Flows
Notes to Financial Statements
Unaudited Balance Sheet
Unaudited Statement of Earnings
Unaudited Statement of Shareholders' Equity
Unaudited Statement of Cash Flows
Notes to Unaudited Financial Statements
(b) Pro forma financial information.
The following financial statements of the
Registrant are hereby filed as part of this
Form 8-K/A:
Pro Forma Condensed Consolidated Statements
of Operations -- Twelve Months Ended
June 30, 1995, and Nine Months Ended
March 31, 1996
Notes to Pro Forma Condensed Consolidated
Statements of Operations
Note: Pro forma balance sheet information at
March 31, 1996, is not included in this Form 8-K/A
as the assets and liabilities acquired from the
Seller are reflected on the Registrant's
historical balance sheet at March 31, 1996
included in the Registrant's Quarterly Report on
Form 10-Q previously filed with the Securities and
Exchange Commission on May 7, 1996.
Independent Auditors' Report
To the Board of Directors and
Sole Shareholder of II-VI Lightning Optical Incorporated
Tarpon Springs, Florida
We have audited the accompanying balance sheet of Lightning
Optical Corporation as of June 30, 1995, and the related statements
of earnings, shareholders' equity and cash flows for the year then
ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on
these financial statements based on our audit.
We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Lightning
Optical Corporation as of June 30, 1995, and results of its operations
and its cash flows for the year then ended in conformity with generally
accepted accounting principles.
/s/ Alpern, Rosenthal & Company
Pittsburgh, Pennsylvania
March 29, 1996
Lightning Optical Corporation
Balance Sheet
($000)
<TABLE>
<CAPTION>
June 30, 1995
_____________
<S> <C>
Current assets
Cash and equivalents $ 75
Accounts receivable
- less allowance for doubtful accounts of $4 778
Inventories 227
Deferred income taxes 45
Prepaid and other current assets 27
______
Total Current Assets 1,152
Property, Plant and Equipment, net 1,465
Other Assets 18
______
$ 2,635
======
Current Liabilities
Notes payable $ 450
Accounts payable 70
Accrued salaries, wages and bonuses 369
Accrued profit sharing contribution 148
Other current liabilities 51
Current portion of long-term debt 85
______
Total Current Liabilities 1,173
Long Term Debt--less current portion 246
Deferred Income Taxes 41
Commitments & Contingencies -
Shareholder's Equity
Common stock, $0.01 par value; authorized -
1,000,000 shares; issued - 978,500 shares 10
Additional paid in capital 69
Retained Earnings 1,128
_______
1,207
Less treasury stock at cost, 50,625 shares 32
_______
Total Shareholders' Equity 1,175
_______
$ 2,635
=======
<FN>
The accompanying notes are an integral part of the financial statements.
</TABLE>
Lightning Optical Corporation
Statement of Earnings
($000)
<TABLE>
<CAPTION>
Year Ended
June 30, 1995
_________________
<S> <C>
Revenues
Net Sales $ 4,953
______
Costs, Expenses and Other Income
Cost of goods sold 3,041
Internal research and development 156
Selling, general and administrative expenses 1,427
Interest expense 135
Other expense (income) - net 21
______
$ 4,780
______
Earnings Before Income Taxes 173
Income Taxes 160
______
Net Earnings $ 13
======
<FN>
The accompanying notes are an integral part of the financial statements.
</TABLE>
Lightning Optical Corporation
Statement of Shareholders' Equity
($000)
<TABLE>
<CAPTION>
Common Retained Additional Treasury
Stock Earnings Paid in Capital Stock Total
_________________________________________________________________
<S> <C> <C> <C> <C> <C>
Balance - July 1, 1994 $ 10 $ 1,115 $ 69 $ (32) $ 1,162
Net earnings for the year - 13 - - 13
______ ________ _______ _______ _______
Balance - June 30, 1995 $ 10 $ 1,128 $ 69 $ (32) $ 1,175
====== ======== ======= ======= =======
<FN>
The accompanying notes are an integral part of the financial statements.
</TABLE>
Lightning Optical Corporation
Statement of Cash Flows
($000)
<TABLE>
<CAPTION>
Year Ended
June 30,
____________
1995
_______
<S> <C>
Cash Flows from Operating Activities
Net Earnings $ 13
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Depreciation 179
Net loss on disposal of property and equipment 28
Deferred income taxes (22)
Increase (decrease) in cash from changes in:
Accounts receivable (88)
Inventories 21
Accounts payable 13
Other operating net assets 12
_______
Net cash provided by operating activities 156
_______
Cash Flows from Investing Activities
Additions to property and equipment (253)
Additions to other assets (1)
_______
Net cash used in investing activities (254)
_______
Cash Flows from Financing Activities
Proceeds from long-term borrowings 280
Payments on long-term borrowings (350)
_______
Net cash used in financing activities (70)
_______
Net (decrease) in cash and equivalents (168)
Cash and Equivalents at Beginning of year 243
_______
Cash and Equivalents at End of year $ 75
=======
<FN>
The accompanying notes are an integral part of the financial statements.
</TABLE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note A - Basis of Presentation
_____________________
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Business
__________________
The Company designs, manufactures and markets optics and
materials for visible and near infrared applications. These
products are used in industrial, medical and scientific
solid-state lasers and electro-optic equipment.
Inventories
___________
Inventories are valued at the lower of cost or market,
with cost determined on the first-in, first-out basis.
Inventory costs include material, labor and manufacturing
overhead.
Depreciation
____________
Depreciation for financial reporting purposes is computed
primarily by the straight-line method over the estimated useful
lives of the assets.
Income Taxes
____________
The Company has adopted Statement of Financial Accounting
Standards No. 109, Accounting for Income Taxes (SFAS 109). Under
SFAS 109, deferred taxes are determined based on the differences
between financial statement and tax bases of assets and liabilities
using enacted tax rates in effect in the years in which the assets
or liabilities are expected to be settled. A valuation allowance is
established for any deferred tax asset for which realization is not
considered likely.
Revenue Recognition
___________________
Revenue, other than on long-term U.S. Government sales contracts
and subcontracts, is recognized from sales when a product is shipped.
Revenue on long-term U.S. Government sales contracts and subcontracts
is accounted for using the percentage-of-completion method, whereby
revenue and profits are recognized throughout the performance period
of the contract. Losses on contracts are recorded in full when
identified.
Cash
____
For the purpose of the statement of cash flows, the Company
considers highly liquid debt instruments with an original maturity of
three months or less to be cash equivalents.
Estimates
_________
The preparation of financial statements in conformity with
generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
Fair Value of Financial Instruments
___________________________________
Financial instruments consist primarily of cash, accounts
receivable and debt, all of which are stated at amounts which
approximate fair value.
NOTE B
INVENTORIES
___________
The components of inventories are as follows:
June 30,
1995
($000's) __________
Raw Materials $ 52
Work in Progress 55
Finished Goods 120
__________
$ 227
==========
NOTE C
PROPERTY, PLANT AND EQUIPMENT
_____________________________
Property, plant and equipment (at cost) consist of the following:
June 30,
1995
($000's) ________
Land and land improvements $ 135
Buildings and improvements 962
Machinery and equipment 1,066
________
$ 2,163
Less accumulated depreciation 698
________
$ 1,465
========
NOTE D
NOTES PAYABLE
_____________
Notes payable at June 30, 1995 consist of $450,000 of
demand notes to three of the principal shareholders of the
Company. These notes are callable upon demand and require
monthly payments of interest at an annual rate of 18%.
Subsequent to year end, the Company borrowed $500,000
against an existing revolving line of credit with Barnett Bank.
The loan is unsecured and guaranteed by the principal shareholders.
Interest is payable on the outstanding balance at prime +0.5% and
the loan is subject to annual renewal.
NOTE E
LONG-TERM DEBT
______________
Long-term debt at June 30, 1995 consists of the following:
June 30,
1995
($000) ________
Installment note with interest at prime +0.5%, $ 271
due April 2000
Other notes with interest ranging from 6% to 7.75%,
due at various dates ranging from May 1996 to
December 1997 60
________
331
Less current portion 85
________
$ 246
========
The installment note is unsecured and guaranteed by the principal
shareholders.
The various other notes are collateralized by transportation
equipment obtained under the loans, with a net book value of
$72,000. Subsequent to June 30, 1995 the notes were paid in full.
The prime rate at June 30, 1995 was 9.0%.
The following is a schedule by years of approximate future
principal payments of debt as of June 30, 1995.
Year Ended
June 30,
_____________________
1996 $ 85,000
1997 80,000
1998 63,000
1999 56,000
2000 47,000
_____________________
$ 331,000
=====================
Subsequent to year end the Company obtained a $175,000 unsecured
term loan with interest payable at prime, guaranteed by the
principal shareholders.
Total interest payments made during the year ended June 30, 1995
for both notes payable and long-term debt was approximately $135,000.
NOTE F
INCOME TAXES
____________
The components of income tax expense are as follows:
Year Ended June 30,
($000's) 1995
___________________
Current:
Federal $ 167
State 15
Deferred (22)
______
$ 160
======
Deferred income taxes reflect the net effect of temporary
differences between the amounts of assets and liabilities for
financial reporting purposes and the amounts used for income
tax purposes. Principal items comprising net deferred income
tax liabilities are as follows:
June 30,
($000's) 1995
________
Deferred tax liabilities
Tax over book accumulated depreciation $ 41
________
Deferred tax assets
Inventory capitalization 4
Non-deductible accruals 36
Contribution carryforward 5
________
Deferred tax asset $ 45
========
The reconciliation of income tax expense at the statutory federal
rate to the reported income tax expense is as follows:
Year Ended June 30,
($000's) 1995 %
___________________
Taxes at statutory rate $ 59 34
Increase (decrease) in taxes
resulting from :
State income taxes - net of
federal benefit 10 6
Additional tax from IRS examination 78 45
Non-deductible expenses 13 7
___________________
$ 160 92
===================
The source of differences resulting in the deferred income tax
credit and the related tax effect of each were as follows:
Year Ended June 30,
($000's) 1995
___________________
Depreciation $ (9)
Inventory capitalization (2)
Other - Primarily non-deductible accruals (11)
___________________
$ (22)
===================
During the year ended June 30, 1995, cash paid by the Company for
income taxes was approximately $166,000.
NOTE G
OPERATING LEASES
________________
The Company leases certain property under operating leases.
Rent expense was approximately $12,000 for the year ended
June 30, 1995. Future annual rental commitments applicable to
the operating lease at June 30, 1995 are approximately $16,000,
$17,000 and $17,000 for 1996, 1997 and 1998 respectively.
NOTE H
PROFIT-SHARING AND TRUST
________________________
The Company maintains a profit-sharing plan covering all
eligible employees. Contributions to the plan are determined
annually by the Officers. The Company's contribution for the
year ended June 30, 1995 was $148,000.
NOTE I
STOCK OPTION PLAN
_________________
The Company has an incentive stock option plan covering
executives and key employees. At June 30, 1995 there were no
options granted or outstanding. Subsequent to year end, there
was one option granted and exercised for 10,000 shares at an
option price of $1.00 per share.
NOTE J
SUBSEQUENT EVENTS
_________________
On September 11, 1995, the Company purchased 205,000 shares
of treasury stock for $675,000 from a major shareholder.
In February 1996, the Company agreed to sell approximately two
acres of land to the City of Tarpon Springs. The Company recorded a
gain on this transaction of $39,375 .
On February 22, 1996, II-VI Lightning Optical Incorporated,
a wholly owned subsidiary of II-VI Incorporated, purchased 100% of
the outstanding capital stock of Lightning Optical Corporation.
Immediately following the acquisition, Lightning Optical Corporation
merged with and into II-VI Lightning Optical Incorporated.
LIGHTNING OPTICAL CORPORATION
The accompanying condensed financial statements for the six
month period ended December 31, 1995 are unaudited. In the
opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation
for the periods presented have been included. The results of
operations for the six month period ended December 31, 1995 are
not necessarily indicative of the results to be expected for the
full year.
Lightning Optical Corporation
Unaudited Balance Sheet
($000)
<TABLE>
<CAPTION>
December 31, 1995
_________________
<S> <C>
Current assets
Cash and equivalents $ 330
Accounts receivable 973
Inventories 227
Deferred income taxes 45
Prepaid and other current assets 66
______
Total Current Assets 1,641
Property, Plant and Equipment, net 1,402
Other Assets 3
______
$ 3,046
======
Current Liabilities
Notes payable $ 950
Accounts payable 93
Accrued salaries, wages and bonuses 341
Income taxes payable 105
Accrued profit sharing contribution 173
Other current liabilities 40
Current portion of long-term debt 91
______
Total Current Liabilities 1,793
Long Term Debt--less current portion 318
Deferred Income Taxes 41
Commitments and Contingencies -
Shareholder's Equity
Common stock, $0.01 par value; authorized -
1,000,000 shares; issued - 978,500 shares 10
Additional paid in capital 69
Retained Earnings 1,522
_______
1,601
Less treasury stock, at cost 255,625 shares 707
_______
Total Shareholders' Equity 894
_______
$ 3,046
=======
<FN>
The accompanying notes are an integral part of the financial statements.
</TABLE>
Lightning Optical Corporation
Unaudited Statement of Earnings
($000)
<TABLE>
<CAPTION>
6 Months Ended
December 31, 1995
_________________
<S> <C>
Revenues
Net Sales $ 3,026
______
Costs, Expenses and Other Income
Cost of goods sold 1,621
Internal research and development 128
Selling, general and administrative expenses 694
Interest expense 72
Other expense (income) - net (40)
______
$ 2,475
______
Earnings Before Income Taxes 551
Income Taxes 157
______
Net Earnings $ 394
======
<FN>
The accompanying notes are an integral part of the financial statements.
</TABLE>
Lightning Optical Corporation
Unaudited Statement of Shareholders' Equity
($000)
<TABLE>
<CAPTION>
Common Retained Additional Treasury
Stock Earnings Paid in Capital Stock Total
_________________________________________________________________
<S> <C> <C> <C> <C> <C>
Balance - July 1, 1995 $ 10 $ 1,128 $ 69 $ (32) $ 1,175
Net earnings for the period - 394 - - 394
Purchase of treasury stock - - - (675) (675)
______ ________ _______ ______ _______
Balance - December 31, 1995 $ 10 $ 1,522 $ 69 $ (707) $ 894
====== ======== ======= ====== =======
<FN>
The accompanying notes are an integral part of the financial statements.
</TABLE>
Lightning Optical Corporation
Unaudited Statement of Cash Flows
($000)
<TABLE>
<CAPTION>
6 Months Ended
December 31, 1995
_________________
<S> <C>
Cash Flows from Operating Activities
Net Earnings $ 394
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Depreciation 86
Net loss (gain) on disposal of property
and equipment (39)
Increase (decrease) in cash from changes in:
Accounts receivable (195)
Accounts payable 23
Other operating net assets 53
_______
Net cash provided by operating activities 322
_______
Cash Flows from Investing Activities
Additions to property and equipment (95)
Proceeds from sale of property, plant and equipment 111
Additions to other assets 14
_______
Net cash provided by investing activities 30
_______
Cash Flows from Financing Activities
Proceeds from long-term borrowings 175
Proceeds from short-term borrowings 500
Payments on long-term borrowings (97)
Purchase of treasury stock (675)
_______
Net cash used in financing activities (97)
_______
Net increase in cash and equivalents 255
Cash and Equivalents at Beginning of year 75
_______
Cash and Equivalents at End of year $ 330
=======
<FN>
The accompanying notes are an integral part of the financial statements.
</TABLE>
LIGHTNING OPTICAL CORPORATION
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
NOTE A
BASIS OF PRESENTATION
_____________________
The condensed financial statements for the six month period
ended December 31, 1995 are unaudited. In the opinion of
management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation for the
periods presented have been included. The results of operations
for the six month period ended December 31, 1995 are not
necessarily indicative of the results to be expected for the
full year.
NOTE B
INVENTORIES
___________
For interim purposes, management estimated the inventory
value based on gross margins and product volume.
NOTE C
PROPERTY, PLANT AND EQUIPMENT
_____________________________
Property, plant and equipment (at cost) consist of the following:
December 31,
($000's) 1995
____________
Land and land improvements $ 124
Buildings and improvements 962
Machinery and equipment 1,051
____________
2,137
Less accumulated depreciation 735
____________
$ 1,402
____________
II-VI INCORPORATED AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
STATEMENT OF OPERATIONS
The following Unaudited Pro Forma Condensed Consolidated
Statements of Operations are based on the historical financial
statements of the Registrant and Lightning Optical Corporation
("LOC"), adjusted to give effect to the acquisition of 100% of
the outstanding capital stock of LOC and the integration of the
activities of the Registrant and LOC. These statements assume
that such events occurred on the first day of the Registrant's
1995 fiscal year (July 1, 1994) and reflect the purchase
accounting method for the acquisition.
These statements do not purport to present what the
Registrant's results of operations actually would have been had
the acquisition occurred on July 1, 1994, or to project the
results of operations for any future period.
II-VI Incorporated and Subsidiaries
Unaudited Pro Forma Condensed Consolidated Statements of Operations
(000's, Except Per Share Data)
<TABLE>
<CAPTION>
Twelve Months Ended June 30, 1995
Acquisition II-VI & LOC
Historical Historical Pro Forma Pro Forma
II-VI LOC Adjustments Consolidated
__________ __________ ___________ ____________
<S> <C> <C> <C> <C>
Revenues
Net Sales $ 27,760 $ 4,953 $ 32,713
______ _____ ______
Costs, Expenses and Other Income
Cost of goods sold 16,688 3,041 (581)<b> 19,148
Internal research and development 447 156 603
Selling, general and administrative expenses 7,381 1,562 15 <C> 8,958
Interest and other (income) expense - net (143) 21 103 <d> (19)
______ _____ ______
24,373 4,780 28,690
______ _____ ______
Earnings Before Income Taxes 3,387 173 4,023
Income Tax Expense 869 160 <a> 120 <e> 1,149
______ ______ ______
Net Earnings $ 2,518 $ 13 $ 2,874
====== ====== ======
Earnings Per Share $ 0.48 $ 0.52
Weighted Average Shares Outstanding 5,289 186 <f> 5,475
<FN>
See accompanying Notes to Pro Forma Condensed Consolidated Statements of Operations
</TABLE>
II-VI Incorporated and Subsidiaries
Unaudited Pro Forma Condensed Consolidated Statements of Operations
(000's, Except Per Share Data)
<TABLE>
<CAPTION>
Nine Months Ended March 31, 1996
Historical Historical Acquisition II-VI & LOC
II-VI LOC (through Pro Forma Pro Forma
2/22/96) Adjustments Consolidated
__________ __________ ___________ ____________
(Note 1) (Note 2) (Note 2)
<S> <C> <C> <C> <C>
Revenues
Net Sales $ 26,114 $ 4,011 $ 30,125
______ _____ ______
Costs, Expenses and Other Income
Cost of goods sold 15,060 2,154 (396)<g> 16,818
Internal research and development 440 146 586
Selling, general and administrative expenses 6,893 1,103 120 <h> 8,116
Interest and other (income) expense - net (206) (63) 77 <d> (192)
______ _____ ______
22,187 3,340 25,328
______ _____ ______
Earnings Before Income Taxes 3,927 671 4,797
Income Tax Expense 1,078 211 54 <e> 1,343
______ ______ ______
Net Earnings $ 2,849 $ 460 $ 3,454
====== ====== ======
Earnings Per Share $ 0.47 $ 0.55
Weighted Average Shares Outstanding 6,095 186 <f> 6,281
<FN>
See accompanying Notes to Pro Forma Condensed Consolidated Statements of Operations
</TABLE>
II-VI INCORPORATED AND SUBSIDIARIES
NOTES TO PRO FORMA CONDENSED CONSOLIDATED
STATEMENTS OF OPERATIONS
1. II-VI Incorporated and Subsidiaries Historical:
The historical amounts represent II-VI Incorporated's
results of operations for the nine month period ended
March 31, 1996, as reported in the historical consolidated
financial statements of II-VI Incorporated.
2. Lightning Optical Acquisition:
On February 22, 1996, the Company acquired 100% of the
outstanding capital stock of Lightning Optical Corporation for
$4.325 million. The acquisition was accounted for as a purchase.
Following are notes regarding the LOC historical information
and pro forma adjustments for the acquisition:
Notes to LOC Historical Statements:
<a> This amount includes an $85,000 expense adjustment relating
to the IRS examination at a prior period.
Pro Forma Adjustments:
<b> This pro forma adjustment reflects $581,000 in reduced
compensation costs as negotiated during the acquisition.
[C] This pro forma adjustment reflects $274,000 in reduced
compensation costs as negotiated during the acquisition and
an adjustment of ($289,000) reflecting amortization on various
intangibles and goodwill acquired.
<d> This pro forma adjustment reflects the estimated decrease
in interest income as a result of acquiring the stock of LOC
through the use of cash.
<e> This pro forma adjustment reflects the net impact on income
tax expense as a result of the pro forma adjustments.
<f> This adjustment reflects the 186,183 shares of II-VI
Incorporated common stock issued in conjunction with the
purchase of LOC.
<g> This pro forma adjustment reflects $396,000 in reduced
compensation costs as negotiated during the acquisition.
<h> This pro forma adjustment reflects $86,000 in reduced
compensation costs as negotiated during the acquisition and
an adjustment of ($206,000) reflecting amortization on various
intangibles and goodwill acquired.
<TABLE>
<CAPTION>
(c) Exhibits.
Exhibit No. Reference
___________ _________
<S> <C> <C> <C>
2.01 Merger Agreement and Plan of Previously filed
Reorganization by and among
II-VI Incorporated, II-VI
Lightning Optical Incorporated
and Lightning Optical Corporation,
dated as of February 22, 1996
2.02 Registration Rights Agreement Previously filed
dated February 22, 1996 by and
among certain former
shareholders of Lightning Optical
Corporation and II-VI Incorporated
2.03 Escrow Agreement dated Previously filed
February 22, 1996 by and among
certain former shareholders of
Lightning Optical Corporation
and II-VI Incorporated
99.01 Press Release dated Previously filed
February 23, 1996
</TABLE>
SIGNATURES
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 thereunto duly authorized.
II-VI INCORPORATED
(Registrant)
Date: May 7, 1996 By: /s/ James Martinelli
_________________________
Name: James Martinelli
Title: Treasurer & Chief
Financial Officer
??
