As filed with the Securities and Exchange Commission on November 12, 1998
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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
STOCK OPTION PLAN OF 1997
(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)
(724) 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
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CALCULATION OF REGISTRATION FEE
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Title of Amount To Proposed Proposed Amount of
Securities To Be Maximum Maximum Registration
To Be Registered Offering Aggregate Fee
Registered Price Offering
Per Share Price
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Common Stock 309,000 $ 8.31(1) $ 2,567,790 $ 713.85
(no par value) 11,000 $ 11.00(2) $ 121,000 $ 33.64
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TOTAL $ 747.49
(1) Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(h), based upon the
average of the high and low sale price for a share of the
Common Stock of the Registrant on the NASDAQ/National
Market System as reported in The Wall Street Journal,
Midwest Edition, on November 10, 1998.
(2) Computed in accordance with Rule 457(h)(1), based upon the
price at which outstanding options may be exercised.
INCORPORATION OF PRIOR REGISTRATION STATEMENT BY REFERENCE
II-VI Incorporated, a Pennsylvania corporation (the "Company"),
hereby incorporates by reference into this Registration Statement
the information contained in the Company's earlier Registration
Statement, File No. 33-38019, relating to the Company's Stock
Option Plan of 1990.
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
Borough of Saxonburg, Commonwealth of Pennsylvania, on November 12,
1998.
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 November 12, 1998
Carl J. Johnson Executive Officer
and Director
/s/ Francis J. Kramer President, Chief November 12, 1998
Francis J. Kramer Operating Officer
and Director
/s/ James Martinelli Chief Financial November 12, 1998
James Martinelli Officer, Treasurer,
Principal Accounting
Officer, and
Principal Financial Officer
/s/ Richard W. Bohlen Director November 12, 1998
Richard W. Bohlen
/s/ Thomas E. Mistler Director November 12, 1998
Thomas E. Mistler
/s/ Duncan A.J. Morrison Director November 12, 1998
Duncan A.J. Morrison
/s/ Peter W. Sognefest Director November 12, 1998
Peter W. Sognefest
EXHIBIT INDEX
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Exhibit No. Description
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5.1 Opinion of Buchanan Ingersoll Professional Corporation
23.1 Consent of Independent Public Accountant
23.2 Consent of Buchanan Ingersoll Professional Corporation
(contained in the opinion filed as Exhibit 5.1)
November 12, 1998
Board of Directors
II-VI Incorporated
375 Saxonburg Boulevard
Saxonburg, PA 16056
Gentlemen:
We have acted as counsel to II-VI Incorporated, a Pennsylvania
corporation (the "Company"), in connection with the proposed issuance
by the Company of up to 320,000 additional shares of the Company's
common stock, no par value (the "Common Stock"), pursuant to the
terms of the II-VI Incorporated Stock Option Plan of 1997 (the
"Plan").
In connection with such proposed issuance, we have examined the
Plan, the Amended and Restated Articles of Incorporation of the
Company, the Amended and Restated By-Laws of the Company, the
relevant corporate proceedings of the Company, the Registration
Statement on Form S-8 covering the issuance of the shares, and such
other documents, records, certificates of public officials, statutes
and decisions as we consider necessary to express the opinions
contained herein. In the examination of such documents, we have
assumed the genuineness of all signatures and the authenticity of all
documents submitted to us as originals and the conformity to those
original documents of all documents submitted to us as certified or
photostatic copies.
Based on the foregoing, we are of the opinion that when the
Registration Statement shall have been declared effective by order of
the Securities and Exchange Commission and when the Common Stock has
been duly issued and delivered pursuant to the terms of the Plan,
such shares of Common Stock will be validly issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement.
BUCHANAN INGERSOLL
PROFESSIONAL CORPORATION
By: /s/ Ronald Basso
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of II-VI Incorporated on Form S-8 of our reports dated August 7, 1998,
appearing in and incorporated by reference in the Annual Report on Form
10-K of II-VI Incorporated for the year ended June 30, 1998.
Pittsburgh, Pennsylvania
November 12, 1998
