SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
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 10, 1997
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II-VI INCORPORATED
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(Exact name of registrant as specified in its charter)
Pennsylvania 0-16195 25-1214948
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification
Number)
375 Saxonburg Boulevard, Saxonburg, Pennsylvania 16056
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(Address of principal executive offices) (ZIP Code)
Registrant's telephone number, including area code: 412-352-4455
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Item 4. Change in Registrant's Certifying Accountant.
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(a) (1) (i) On February 10, 1997, the Registrant terminated
Alpern, Rosenthal & Company as independent accountants for the
Registrant and its subsidiaries (other than II-VI Singapore Pte. Ltd.
which will continue to be serviced by Deloitte & Touche LLP)
upon completion of its review of the Registrant's unaudited financial
statements for its second fiscal quarter ended December 31, 1996.
(ii) The independent accountant's reports on the
financial statements of the Registrant for fiscal 1995 and 1996 did not
contain an adverse opinion or a disclaimer of opinion and the reports
were not qualified or modified as to uncertainty, audit scope or
accounting principles.
(iii) The decision to change accountants was approved by
the Audit Committee and ratified by the Board of Directors of the
Registrant.
(iv) During the Registrant's two most recent fiscal
years and subsequent interim period, there have been no disagreements
with Alpern, Rosenthal & Company on any matter of accounting principles
or practices, financial statement disclosure or auditing scope or
procedure which, if not resolved to the satisfaction of Alpern,
Rosenthal & Company, would have caused Alpern, Rosenthal & Company to
make a reference to the subject matter of the disagreement in connection
with its report.
(v) During the Registrant's two most recent fiscal
years and subsequent interim period, there did not occur any kind of
event listed in paragraphs (a)(1)(v)(A) through (D) of Regulation S-K,
Item 304.
(a) (2) Effective February 10, 1997, the Registrant has engaged
Deloitte & Touche LLP as independent auditors to review the Registrant's
unaudited financial statements for its third fiscal quarter ending March
31, 1997, and to audit the Registrant's financial statements for the
fiscal year ending 1997. During Registrant's two most recent fiscal
years and subsequent interim period, neither the Registrant nor any
person acting on behalf of the Registrant consulted Deloitte & Touche
LLP regarding (i) either the application of accounting principles to a
specified transaction, either completed or proposed or the type of audit
opinion that might be rendered on the Registrant's financial statements,
or (ii) any matter that was either the subject of a disagreement (as
defined in paragraph (a)(1)(iv) of Regulation S-K, Item 304, and the
related instructions) or a reportable event (as described in paragraph
(a)(1)(v) of Regulation S-K, Item 304).
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Item 7. Financial Statements and Exhibits
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(c) Exhibits.
16.01 Letter dated February 12, 1997 Filed herewith
from Alpern, Rosenthal & Company
regarding change in certifying
accountants
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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: February 12, 1997 By: /s/ James Martinelli
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Name: James Martinelli
Title: Treasurer & Chief
Financial Officer
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EXHIBIT INDEX
Exhibit No.
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16.01 Letter dated February 12, 1997 Filed herewith
from Alpern, Rosenthal & Company
regarding change in certifying
accountants
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[LOGO OF ALPERN, ROSENTHAL & COMPANY]
Certified Public Accountants
Warner Centre, Suite 400 . 332 Fifth Avenue
Pittsburgh, Pennsylvania 15222-2413
(412) 281-2501 . Fax (412) 471-1996
February 12, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549-1004
Re: II-VI Incorporated
File Ref. No. 0-16195
We were previously the principal accountant for II-VI Incorporated
and, under the date of August 12, 1996, we reported on the consolidated
financial statements of II-VI Incorporated and subsidiaries as of and
for the years ended June 30, 1996 and 1995. On February 10, 1997, our
appointment as principal accountant was terminated. We have read II-VI
Incorporated's statements included under Item 4 of its Form 8-K dated
February 10, 1997 and we agree with such statements.
/s/ Alpern, Rosenthal & Company
Pittsburgh, Pennsylvania
A Professional Corporation
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Members American and Pennsylvania
Institutes of Certified Public Accountants
Accounting Firms Associated, inc.
Member Firms in Principal Cities
<TABLE>
<S> <C>
Irving P. Rosenthal, CPA Deborah H. Wells, CPA
Michael H. Levin, CPA Fred M. Rock, CPA
Harvey A. Pollack, CPA Sean M. Brennan, CPA
Fred J. Morelli, Jr., CPA Alexander Paul, CPA
Edward F. Rockman, CPA Michael E. Forgas, CPA
Emanuel V. DiNatale, CPA Joel M. Rosenthal, CPA
</TABLE>
