SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
LASER POWER CORPORATION
(Name of Issuer)
Common Stock, par value $.001 per share
(Title of Class of Securities)
51806K 10 4
(CUSIP Number)
Ronald Basso
Buchanan Ingersoll Professional Corporation
One Oxford Centre, 20th Floor
301 Grant Street
Pittsburgh, PA 15219
412-562-3943
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 7, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-1(e),
13d-1(f) or 13d-1(g), check the following box .
---
Note: Schedules filed in paper format shall include a signed
original and five copies of the Schedule, including all exhibits.
See Rule 13d-7(b) for other parties to whom copies are to be sent.
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* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
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This Amendment No. 1 to Schedule 13D (the "Amendment") amends
the Schedule 13D filed on September 29, 1999 by II-VI Incorporated,
a Pennsylvania corporation, with respect to its ownership of the
common stock, par value $.001 per share, of Laser Power Corporation,
a Delaware corporation. This Amendment No. 1 is being filed to
amend Items 4, 5, 6 and 7 of the Schedule 13D; however, Items 2 and
3 have also been amended in certain respects and Items 1 through 6
are restated in their entirety for convenience.
Item 1. Interest In Securities Of The Issuer
This statement relates to the common stock, par value $.001
per share (the "Laser Power Common Stock"), of Laser Power
Corporation, a Delaware corporation ("Laser Power"). The principal
executive offices of Laser Power are located at 12777 High Bluff
Drive, San Diego, California 92130.
Item 2. Identity And Background
This statement is being filed by II-VI Incorporated, a
Pennsylvania corporation (the "Reporting Person"). The Reporting
Person's principal executive offices and principal business are
located at 375 Saxonburg Boulevard, Saxonburg, Pennsylvania 16056.
The Reporting Person designs, manufactures and markets optics
and electro-optical components, devices and materials for infrared,
near-infrared, visible light, x-ray and gamma-ray instrumentation.
The Reporting Person's infrared products are used primarily in high-
power CO2 (carbon dioxide) lasers. These lasers are used for
industrial processing throughout the world. The Reporting Person
manufactures near-infrared and visible-light products for
industrial, scientific and medical applications and solid-state
(such as YAG and YLF) lasers. The Reporting Person manufactures and
markets solid-state x-ray and gamma-ray detector products for the
nuclear radiation detection industry. The majority of the Reporting
Person's revenues are attributable to the sale of optical components
for the industrial laser processing industry.
The name, business address and present principal occupation or
employment of any corporation or other organization in which such
employment is conducted and the citizenship of each director and
executive officer of the Reporting Person is set forth in Annex A,
which is incorporated herein by reference.
Neither the Reporting Person nor, to the best knowledge of the
Reporting Person, any person listed in Annex A, has, during the last
five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or was a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to
a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
Item 3. Source And Amount Of Funds Or Other Consideration
The Reporting Person purchased 1,250,000 shares of the Laser
Power Common Stock on September 21, 1999 for an aggregate purchase
price of $2,750,000. The Reporting Person
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borrowed 100% of these
funds from PNC Bank, National Association, under an existing credit
facility. This credit facility is attached as Exhibit 1 and is
incorporated herein by reference.
Item 4. Purpose Of Transaction
(a) through (i). The Reporting Person has acquired 1,250,100
shares of Laser Power Common Stock to facilitate the acquisition of
control of Laser Power by the Reporting Person by means of a
negotiated merger, the election of a majority of Laser Power's Board
of Directors, a tender offer, or otherwise.
By letter dated September 22, 1999, from Francis Kramer,
President and Chief Operating Officer of the Reporting Person, to
Robert G. Klimasewski, Chairman of Laser Power, a copy of which
letter is attached as Exhibit 2 and is incorporated herein by
reference, the Reporting Person proposed to acquire Laser Power by
means of a negotiated merger. If the proposed merger was
consummated, the shareholders of Laser Power would receive cash and
common stock of the Reporting Person in exchange for their Laser
Power Common Stock, and all outstanding shares of Laser Power Common
Stock would be cancelled. By letter dated September 22, 1999, from
Mr. Klimasewski to Mr. Kramer, a copy of which letter is attached as
Exhibit 3 and is incorporated herein by reference, Laser Power
rejected the Reporting Person's proposal.
The Reporting Person intends to continue to seek to acquire
control of Laser Power and to that end the Reporting Person may (a)
acquire additional securities of Laser Power from time to time in
the open market, in private transactions, or otherwise; provided
that the Reporting Person may dispose of all or any of the shares of
Laser Power Common Stock it owns at any time in the open market or
in private transactions, in any case, in compliance with applicable
securities laws; (b) seek to negotiate a merger or other
extraordinary transaction with Laser Power by which the Reporting
Person would acquire control of Laser Power, which would likely
result in changes to the directors and management of Laser Power and
which could cause the outstanding Laser Power Common Stock to be
delisted from NASDAQ; (d) seek to change the present board of
directors and management of Laser Power; or (g) seek to change Laser
Power's charter or bylaws to eliminate or modify any provisions
which the Reporting Person determines may impede the acquisition of
control of Laser Power by the Reporting Person.
Further to subsection (d) of the preceding paragraph, by
letter dated October 7, 1999, a copy of which letter is attached as
Exhibit 5 and incorporated herein by reference, the Reporting Person
notified Laser Power, in accordance with the bylaws of Laser Power,
of the Reporting Person's intention to nominate a slate of directors
for election at Laser Power's 2000 annual meeting of shareholders to
replace all but one of the current directors on Laser Power's board
of directors. The Reporting Person's intended nominees included six
directors and/or officers of the Reporting Person and the Chief
Executive Officer of Laser Power. Specifically, the Reporting
Person's proposed nominees are: Carl J. Johnson, Chairman, Chief
Executive Officer and a director of the Reporting Person; Francis J.
Kramer, President, Chief Operating Officer and a director of the
Reporting Person; Herman E. Reedy, Vice President and General
Manager of Quality and Engineering of the Reporting Person; James
Martinelli, Treasurer and Chief Financial Officer of the Reporting
Person; Richard W. Bohlen, a former senior executive at Rockwell
International and a director of the Reporting Person; Peter W.
Sognefest, President and Chief Executive Officer of Xymox
Technologies, Inc. and a director of the Reporting Person; and Dick
Sharman, Chief Executive Officer and a director of Laser Power.
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Item 5. Interest In Securities Of The Issuer
(a) As of the date hereof, the Reporting Person beneficially
owns 1,250,100 shares, or 14.7% of the issued and outstanding Laser
Power Common Stock, based on 8,477,288 shares of Laser Power Common
Stock outstanding, as reported in Laser Power's Quarterly Report on
Form 10-Q for the quarter ended June 27, 1999.
(b) The Reporting Person has the sole power to vote or to
direct the vote of, and sole power to dispose or direct the
disposition of, 1,250,100 shares of Laser Power Common Stock.
(c) On June 17, 1999, the Reporting Person purchased 100
shares of Laser Power Common Stock on the open market at a price of
$0.75 per share. This transaction was effected through a broker-
dealer. Other than this transaction and the transaction described
in Item 3 above, which item is incorporated herein by reference,
there have been no transactions with respect to Laser Power Common
Stock within the last 60 days by the Reporting Person.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
There are no contracts, arrangements, understandings or
relationships among the persons named in Item 2 or between such
persons and any other person with respect to any securities of Laser
Power except that Proxima Corporation ("Proxima"), which was the
seller of the shares of Laser Power Common Stock purchased by the
Reporting Person in the transaction described in Item 3 hereof, was
a party to a Registration Rights Agreement dated June 13, 1997 with
Laser Power and Union Miniere, Inc. (the "Registration Rights
Agreement"). Under the Registration Rights Agreement, a copy of
which is attached as Exhibit 4 and is incorporated herein by
reference, Proxima had certain registration rights with respect to
such shares. Pursuant to an Assignment and Assumption Agreement
dated as of September 21, 1999, a copy of which is attached hereto
as Exhibit 6 and is incorporated herein by reference, Proxima
assigned its rights with respect to such shares under the
Registration Rights Agreement to the Reporting Person in accordance
with the terms of the Registration Rights Agreement.
Item 7. Material To Be Filed As Exhibits
1. Amended and Restated Letter Agreement, dated March 26, 1999,
by and between PNC Bank, National Association and II-VI
Incorporated for Committed Line of Credit and Japanese Yen
Term Loan.*
2. Letter dated September 22, 1999 from Francis J. Kramer,
President and Chief Operating Officer of II-VI Incorporated to
Robert G. Klimasewski, Chairman of Laser Power Corporation.*
3. Letter dated September 22, 1999 from Robert G. Klimasewski,
Chairman of Laser Power Corporation, to Francis J. Kramer,
President and Chief Operating Officer of II-VI Incorporated.*
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4. Registration Rights Agreement dated as of June 13, 1997 by and
among Laser Power Corporation, Proxima Corporation and Union
Miniere Inc.*
5. Letter dated October 7, 1999 from James Martinelli, Treasurer
and Chief Financial Officer of II-VI Incorporated, to Laser
Power Corporation (not including the evidence of beneficial
ownership referenced therein).
6. Assignment and Assumption Agreement dated as of September 21,
1999 by and between Proxima Corporation and II-VI
Incorporated.
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* Previously filed as an Exhibit to the Schedule 13D filed by
the Reporting Person on September 29, 1999 and incorporated
herein by reference.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
Dated: October 12, 1999 /s/ James Martinelli
James Martinelli
Treasurer and Chief
Financial Officer
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ANNEX A
INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS OF
II-VI INCORPORATED
The following table sets forth the name, business address and
principal occupation or employment at the present time for each
director and executive officer of II-VI Incorporated. Unless
otherwise noted, each person is a citizen of the United States. In
addition, unless otherwise noted, each person's business address is
II-VI Incorporated, 375 Saxonburg Boulevard, Saxonburg, Pennsylvania
16056.
DIRECTORS OF II-VI INCORPORATED
Carl J. Johnson Chairman and Chief Executive Officer of II-VI
Incorporated.
Francis J. Kramer President and Chief Operating Officer of II-VI
Incorporated.
Thomas E. Mistler President and Chief Executive Officer, ESCO
Holding Corp. and Engineered Arresting Systems
Corporation. His business address is: 2550
Market Street, Aston, Pennsylvania 19014.
Richard W. Bohlen Retired; formerly Senior Vice President,
Operations, Rockwell International
Corporation. His address is: c/o II-VI
Incorporated, 375 Saxonburg Boulevard,
Saxonburg, Pennsylvania 16056
Duncan A.J. Morrison President of ARRI Canada Ltd. Mr. Morrison is
a Canadian citizen. His business address is:
415 Horner Avenue, Unit 11 Etobicoke, Ontario,
M8W 4W3 Canada.
Peter W. Sognefest President and Chief Executive Officer of Xymox
Technology, Inc. His business address is:
9099 West Dean Road, Milwaukee, Wisconsin
53224.
EXECUTIVE OFFICERS OF II-VI INCORPORATED
(WHO ARE NOT ALSO DIRECTORS)
Herman E. Reedy Vice President and General Manager of Quality
and Engineering
James Martinelli Treasurer and Chief Financial Officer
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II-VI INCORPORATED
375 Saxonburg Boulevard
Saxonburg, Pennsylvania 16056
October 7, 1999
Via Federal Express and Facsimile
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Laser Power Corporation
12777 High Bluff Drive
San Diego, CA 92130
Attention: Secretary
Ladies and Gentlemen:
Pursuant to Article III, Section 5(C) of the Amended and
Restated Bylaws of Laser Power Corporation (the "Company"), the
undersigned hereby gives notice of its intention to nominate seven
(7) directors at the 2000 Annual Meeting of Stockholders of the
Company. The names and other information required by Article III,
Section 5(C) for such nominees is set forth on Appendix A hereto.
Except for Mr. Sharman, each of the nominees named has indicated to
the undersigned his consent to serve if elected. The written
consents of Messrs. Johnson, Bohlen, Sognefest and Martinelli are
attached to Appendix B hereto. Mr. Kramer has indicated his consent
verbally. His written consent will follow under separate cover.
Information regarding the undersigned required by Article III,
Section 5(C) is also set forth on Appendix C hereto.
The undersigned is the beneficial owner of 1,250,100 shares of
the Company's common stock, with a total market value of
$3,359,643.75 as of the market close on September 29, 1999, and the
record holder of 100 of such shares. Attached is evidence of the
undersigned's beneficial ownership of such shares. The undersigned
further affirms that it has beneficially held 100 of these shares
since June 17, 1999 and 1,250,000 of these shares since September
21, 1999. Finally, the undersigned represents that it will continue
to hold at least 100 shares of the Company's common stock through
the time of the Annual Meeting.
The undersigned has a material interest in these nominations.
As more fully described in the undersigned's Schedule 13D with
respect to its ownership of the Company's common stock, a copy of
which Schedule 13D was previously sent to you and is on file with
the Securities and Exchange Commission, the undersigned is making
these nominations in order to facilitate its acquisition of control
of the Company.
If you have any questions or if you need additional
information, please call me at (724) 352-4455.
Very truly yours,
II-VI INCORPORATED
By: /s/ James Martinelli
James Martinelli
Treasurer and Chief
Financial Officer
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Appendix A
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Nominees for the Board of Directors
-----------------------------------
1. Carl J. Johnson, age 57, a co-founder of II-VI
Incorporated ("II-VI") in 1971, serves as Chairman, Chief Executive
Officer and a Director of II-VI. He served as President of II-VI
from 1971 until 1985 and has been a Director since its founding and
Chairman since 1985. From 1966 to 1971, Dr. Johnson was Director of
Research & Development for Essex International, Inc., an automotive
electrical and power distribution products manufacturer. From 1964
to 1966, Dr. Johnson worked at Bell Telephone Laboratories as a
member of the technical staff. Dr. Johnson completed his Ph.D. in
Electrical Engineering at the University of Illinois in 1969. He
holds B.S. and M.S. degrees in Electrical Engineering from Purdue
University and Massachusetts Institute of Technology (MIT),
respectively. Dr. Johnson serves as a director of Xymox Technology,
Inc., Armstrong Laser Technology, Inc. and Applied Electro-Optics
Corporation.
Dr. Johnson has not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) within the
past 10 years. He owns no shares of capital stock of Laser Power
Corporation ("Laser Power") or any of its affiliates either
beneficially or of record, nor has he been a party to any contract,
arrangement, understanding with any person with respect to
securities of Laser Power
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within the past year. Further, no
associates of Dr. Johnson own beneficially, directly or indirectly,
any securities of Laser Power.
Dr. Johnson has no business dealings with Laser Power which
would require disclosure by Item 404(a) of Regulation S-K.
Additionally, neither Dr. Johnson nor any of his associates have any
arrangement or understanding with any person with respect to future
employment by Laser Power or its affiliates or with respect to any
future transactions to which Laser Power or any of its affiliates
will or may be a party.
Dr. Johnson's business address is 375 Saxonburg Boulevard,
Saxonburg, Pennsylvania 16056.
2. Francis J. Kramer, age 50, has served as Director of II-
VI since 1989. Mr. Kramer has been employed by II-VI since 1983 and
has been its President and Chief Operating Officer since 1985. Mr.
Kramer joined II-VI as Vice President and General Manager of
Manufacturing and was named Executive Vice President and General
Manager of Manufacturing in 1984. Prior to his employment by II-VI,
Mr. Kramer was the Director of Operations for the Utility
Communications Systems Group of Rockwell International Corp. Mr.
Kramer graduated from the University of Pittsburgh in 1971 with a
B.S. degree in Industrial Engineering and from Purdue University in
1975 with an M.S. degree in Industrial Administration.
Mr. Kramer has not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) within the
past 10 years. He owns no shares of capital stock of Laser Power or
any of its affiliates either beneficially or of record, nor has he
been a party to any contract, arrangement, understanding with any
person with respect to securities of Laser Power within the past
year. Further, no associates of Mr. Kramer own beneficially,
directly or indirectly, any securities of Laser Power.
Mr. Kramer has no business dealings with Laser Power which
would require disclosure by Item 404(a) of Regulation S-K.
Additionally, neither Mr. Kramer nor any of his associates have any
arrangement or understanding with any person with respect to future
employment by Laser Power or its affiliates or with respect to any
future transactions to which Laser Power or any of its affiliates
will or may be a party.
Mr. Kramer's business address is 375 Saxonburg Boulevard,
Saxonburg, Pennsylvania 16056.
3. Richard W. Bohlen, age 63, has served as a II-VI
Director since 1984. Mr. Bohlen was Senior Vice President,
Operations, Rockwell International Corporation from 1989 to 1991.
Previously, he was President of the Measurement and Flow Control
Division of Rockwell International Corporation from 1986 to 1988.
From 1977 until 1986, he was President of the Municipal and Utility
Division at Rockwell. In 1972 he became Director of Technology for
Rockwell's Industrial Products Group and served as Corporate
Director of Business Strategy from 1973 to 1976. Mr. Bohlen spent
the first fifteen years of his career in the aerospace industry with
Grumman Corporation and Rockwell International Corporation. He
formerly served as director of GF Corporation and as chairman and
director of the Pacific Coast Gas Association. Mr. Bohlen holds the
B.S., M.S. and M.B.A. degrees from Massachusetts Institute of
Technology (MIT), Polytechnic Institute of NY and California State
University (Fullerton, California), respectively.
Mr. Bohlen has not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) within the
past 10 years. He owns no shares of capital stock of Laser Power or
any of its affiliates either beneficially or of record, nor has he
been a party to any contract, arrangement, understanding with any
person with respect to securities of Laser Power within the past
year. Further, no associates of Mr. Bohlen own beneficially,
directly or indirectly, any securities of Laser Power.
Mr. Bohlen has no business dealings with Laser Power which
would require disclosure by Item 404(a) of Regulation S-K.
Additionally, neither Mr. Bohlen nor any of his associates have any
arrangement or understanding with any person with respect to future
employment by Laser Power or its affiliates or with respect to any
future transactions to which Laser Power or any of its affiliates
will or may be a party.
Mr. Bohlen's business address is c/o II-VI Incorporated, 375
Saxonburg Boulevard, Saxonburg, Pennsylvania 16056.
4. Peter W. Sognefest, age 58, has served as a Director of
II-VI since 1979. Since May 1996, Mr. Sognefest has been President
and Chief Executive Officer of Xymox Technology, Inc. From March
1994 until April 1996, he was President and Chief Executive Officer
of LH Research, Inc. From 1992 until February 1994, he was
President and Chief Executive Officer of IRT Corporation. Until
1992, Mr. Sognefest was Chairman of Digital Appliance Controls, Inc.
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(DAC; a wholly-owned subsidiary of Emerson Electric Company). He
founded DAC in 1984 to design, manufacture and market digital
appliance controls and sold the company to Emerson Electric Company
in July, 1991. Mr. Sognefest was previously Vice President and
General Manager of the Industrial Electronics Division of Motorola,
Inc. from 1982 to 1984, having joined Motorola in 1977. From 1967
to 1977, he was with Essex Group, Inc., a wholly-owned subsidiary of
United Technologies Corporation, where he held the position of
General Manager of Semi-Conductor Operations. Mr. Sognefest holds
the B.S. and M.S. degrees in Electrical Engineering from the
University of Illinois.
Mr. Sognefest has not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) within the
past 10 years. He owns no shares of capital stock of Laser Power or
any of its affiliates either beneficially or of record, nor has he
been a party to any contract, arrangement, understanding with any
person with respect to securities of Laser Power within the past
year. Further, no associates of Mr. Sognefest own beneficially,
directly or indirectly, any securities of Laser Power.
Mr. Sognefest has no business dealings with Laser Power which
would require disclosure by Item 404(a) of Regulation S-K.
Additionally, neither Mr. Sognefest nor any of his associates have
any arrangement or understanding with any person with respect to
future employment by Laser Power or its affiliates or with respect
to any future transactions to which Laser Power or any of its
affiliates will or may be a party.
Mr. Sognefest's business address is 9099 West Dean Road,
Milwaukee, Wisconsin 53224.
5. Herman E. Reedy, age 56, has been with II-VI since 1977
and is Vice President and General Manager of Quality and
Engineering. Previously, Mr. Reedy held positions at II-VI as
General Manager of Quality and Engineering, Manager of Quality and
Manager of Components. From 1973 until joining II-VI, Mr. Reedy was
employed by Essex International, Inc., serving last as Manager, MOS
Wafer Process Engineering. Prior to 1973, he was employed by
Carnegie Mellon University and previously held positions with Semi-
Elements, Inc. and Westinghouse Electric Corporation. Mr. Reedy is
a 1975 graduate of the University of Pittsburgh with a B.S. degree
in Electrical Engineering.
Mr. Reedy has not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) within the
past 10 years. He owns no shares of capital stock of Laser Power or
any of its affiliates either beneficially or of record, nor has he
been a party to any contract, arrangement, understanding with any
person with respect to securities of Laser Power within the past
year. Further, no associates of Mr. Reedy own beneficially,
directly or indirectly, any securities of Laser Power.
Mr. Reedy has no business dealings with Laser Power which
would require disclosure by Item 404(a) of Regulation S-K.
Additionally, neither Mr. Reedy nor any of his associates have any
arrangement or understanding with any person with respect to future
employment by Laser Power or its affiliates or with respect to any
future transactions to which Laser Power or any of its affiliates
will or may be a party.
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Mr. Reedy's business address is 375 Saxonburg Boulevard,
Saxonburg, Pennsylvania 16056.
6. James Martinelli, age 41, has been employed by II-VI
since 1986 and has served as Treasurer and Chief Financial Officer
and Assistant Secretary since May of 1994. Mr. Martinelli joined
II-VI as Accounting Manager and was named Controller in 1990. Prior
to his employment with II-VI, Mr. Martinelli was Accounting Manager
at Tippins Incorporated and Pennsylvania Engineering Corporation
from 1980 to 1985. Mr. Martinelli graduated from Indiana University
of Pennsylvania in 1980 with a B.S. degree in Accounting and is a
member of the Pennsylvania Institute of Certified Public
Accountants.
Mr. Martinelli has not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) within the
past 10 years. He owns no shares of capital stock of Laser Power or
any of its affiliates either beneficially or of record, nor has he
been a party to any contract, arrangement, understanding with any
person with respect to securities of Laser Power within the past
year. Further, no associates of Mr. Martinelli own beneficially,
directly or indirectly, any securities of Laser Power.
Mr. Martinelli has no business dealings with Laser Power which
would require disclosure by Item 404(a) of Regulation S-K.
Additionally, neither Mr. Martinelli nor any of his associates have
any arrangement or understanding with any person with respect to
future employment by Laser Power or its affiliates or with respect
to any future transactions to which Laser Power or any of its
affiliates will or may be a party.
Mr. Martinelli's business address is 375 Saxonburg Boulevard,
Saxonburg, Pennsylvania 16056.
7. Dick Sharman, age 65, has been a director of Laser Power
since February 1998 and has been Chief Executive Officer of Laser
Power since December 1998. Mr. Sharman was Chairman of the Board,
President and Chief Executive Officer of EMI Acquisition Corp.
("EMI") from 1993 until February 1998 and Chairman of the Board of
Exotic Materials, Inc. ("Exotic"), a wholly-owned subsidiary of EMI,
from 1988 until February 1998. From 1988 until June 1996 and from
June 1997 until November 1997, Mr. Sharman also served as President
and Chief Executive Officer of Exotic.
Other information regarding Mr. Sharman is not included
herein. Due to the fact that Mr. Sharman is Chief Executive Officer
and a director of Laser Power, Laser Power has greater access to
this information than does II-VI.
The residence addresses of Messrs. Johnson, Kramer, Bohlen,
Sognefest, Reedy and Martinelli are being provided under separate
cover. We request that Laser Power keep these residence addresses
confidential.
Pursuant to the bylaws of II-VI, II-VI is generally obligated
to indemnify each of Messrs. Johnson, Kramer, Bohlen, Sognefest,
Reedy and Martinelli if he is a party or is threatened to be made
party to any threatened, pending or completed action, suit or
proceeding, whether civil,
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criminal, administrative or investigative
(other than an action by or in the right of the corporation) by
reason of the fact that he was serving as a director of Laser Power
at the request of II-VI against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by each of them in connection with such action,
suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of
II-VI, and, with respect to any criminal action or proceeding, had
no reasonable cause to believe his conduct was unlawful.
II-VI's bylaws also direct that II-VI indemnify each of
Messrs. Johnson, Kramer, Bohlen, Sognefest, Reedy and Martinelli if
he is a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of Laser
Power to procure a judgment in its favor by reason of the fact that
he was serving as a director of Laser Power at the request of II-VI
against expenses (including attorneys' fees) actually and reasonably
incurred by him in the defense or settlement of such action or suit
if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of II-VI and except that
no indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable
for negligence or misconduct in the performance of his duty to II-VI
unless and only to the extent that the Court of Common Pleas of the
county in which the registered office of II-VI is located or the
court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view
of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Court
of Common Pleas or other court shall deem proper.
In no case shall II-VI indemnify any of Messrs. Johnson,
Kramer, Bohlen, Sognefest, Reedy or Martinelli where the act or
failure to act giving rise to the claim for indemnification is
determined by a court to have constituted willful misconduct or
recklessness.
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Appendix B
----------
Consents of Nominees to Serve as Director, if Elected
-----------------------------------------------------
Consents are attached hereto
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CONSENT TO SERVE AS DIRECTOR
OF
LASER POWER CORPORATION
I understand that II-VI Incorporated intends to nominate me to
serve as a director of Laser Power Corporation at the 2000 Annual
Meeting of Stockholders of Laser Power Corporation. I hereby
consent to serve, if elected, as a director of Laser Power
Corporation.
By: /s/ Carl J. Johnson
Name: Carl J. Johnson
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CONSENT TO SERVE AS DIRECTOR
OF
LASER POWER CORPORATION
I understand that II-VI Incorporated intends to nominate me to
serve as a director of Laser Power Corporation at the 2000 Annual
Meeting of Stockholders of Laser Power Corporation. I hereby
consent to serve, if elected, as a director of Laser Power
Corporation.
By: /s/ Richard W. Bohlen
Name: Richard W. Bohlen
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CONSENT TO SERVE AS DIRECTOR
OF
LASER POWER CORPORATION
I understand that II-VI Incorporated intends to nominate me to
serve as a director of Laser Power Corporation at the 2000 Annual
Meeting of Stockholders of Laser Power Corporation. I hereby
consent to serve, if elected, as a director of Laser Power
Corporation.
By: /s/ Peter W. Sognefest
Name: Peter W. Sognefest
10
<PAGE>
CONSENT TO SERVE AS DIRECTOR
OF
LASER POWER CORPORATION
I understand that II-VI Incorporated intends to nominate me to
serve as a director of Laser Power Corporation at the 2000 Annual
Meeting of Stockholders of Laser Power Corporation. I hereby
consent to serve, if elected, as a director of Laser Power
Corporation.
By: /s/ Herman E. Reedy
Name: Herman E. Reedy
11
<PAGE>
CONSENT TO SERVE AS DIRECTOR
OF
LASER POWER CORPORATION
I understand that II-VI Incorporated intends to nominate me to
serve as a director of Laser Power Corporation at the 2000 Annual
Meeting of Stockholders of Laser Power Corporation. I hereby
consent to serve, if elected, as a director of Laser Power
Corporation.
By: /s/ James Martinelli
Name: James Martinelli
12
<PAGE>
Appendix C
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Information with respect to II-VI Incorporated
----------------------------------------------
II-VI Incorporated is a Pennsylvania corporation ("II-VI").
II-VI's principal executive offices and principal business are
located at 375 Saxonburg Boulevard, Saxonburg, Pennsylvania 16056.
II-VI designs, manufactures and markets optics and electro-
optical components, devices and materials for infrared, near-
infrared, visible light, x-ray and gamma-ray instrumentation. II-
VI's infrared products are used primarily in high-power CO2 (carbon
dioxide) lasers. These lasers are used for industrial processing
throughout the world. II-VI manufactures near-infrared and visible-
light products for industrial, scientific and medical applications
and solid-state (such as YAG and YLF) lasers. II-VI manufactures
and markets solid-state x-ray and gamma-ray detector products for
the nuclear radiation detection industry. The majority of II-VI's
revenues are attributable to the sale of optical components for the
industrial laser processing industry.
II-VI has not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) within the
past 10 years.
II-VI has no business dealings with Laser Power which would
require disclosure by Item 404(a) of Regulation S-K. Additionally,
neither II-VI nor any of its associates have any arrangement or
understanding with any person with respect to future employment by
Laser Power or its affiliates or with respect to any future
transactions to which Laser Power or any of its affiliates will or
may be a party.
On June 17, 1999, II-VI purchased 100 shares of Laser Power
common stock and on September 21, 1999, II-VI purchased 1,250,000
shares of Laser power common stock. The entire purchase price of
the September 21, 1999 purchase, $2,750,000, was financed with
borrowed funds, all of which indebtedness remained outstanding as of
October 1, 1999.
II-VI is not, or has not been within the past year, a party to
any contract, arrangement or understanding with respect to any
securities of Laser Power except that in connection with the
September 21, 1999 purchase of Laser Power common stock described
above, Proxima Corporation ("Proxima"), which was the seller of the
shares of Laser Power common stock to II-VI, was a party to a
Registration Rights Agreement dated June 13, 1997 with Laser Power
(the "Registration Rights Agreement") pursuant to which Proxima had
certain registration rights with respect to such shares. Proxima
assigned its rights under the Registration Rights Agreement to II-
VI. A copy of the Registration Rights Agreement was previously
provided to Laser Power as Exhibit 4 to II-VI's Schedule 13D filed
with the Securities and Exchange Commission and is incorporated
herein by reference.
13
ASSIGNMENT AND ASSUMPTION AGREEMENT
Proxima Corporation, a Delaware corporation (the
"Transferor"), for good and valid consideration, the receipt and
sufficiency of which is hereby acknowledged, and intending to be
legally bound hereby, assigns, conveys, and transfers to II-VI
Incorporated, a Pennsylvania corporation (the "Transferee"),
Transferor's rights, title, interest and obligations in, to and
under that certain Registration Rights Agreement by and among Laser
Power Corporation, a Delaware corporation ("LPC"), Transferor and
Union Miniere Inc., a corporation, dated June 13, 1997
----------
(the "Registration Rights Agreement"), with respect to the 1,250,000
shares of common stock of LPC transferred from Transferor to
Transferee.
Transferee agrees to be subject to all restrictions set forth
in the Registration Rights Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this
Assignment and Assumption Agreement to be executed and delivered as
of this 21st day of September, 1999.
TRANSFEROR:
PROXIMA CORPORATION
By: /s/ Thomas D. Kampfer
Authorized Officer
TRANSFEREE:
II-VI INCORPORATED
375 Saxonburg Boulevard
Saxonburg, PA 16056
By: /s/ James Martinelli
Authorized Officer
