<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
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LASER POWER CORPORATION
(Name of Subject Company)
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II-VI ACQUISITION CORP.
II-VI INCORPORATED
(Name of Filing Person--Offeror)
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COMMON STOCK, NO PAR VALUE PER SHARE
(Title of Class of Securities)
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51806K104
(CUSIP Number of Class of Securities)
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Carl J. Johnson
Chairman of the Board and Chief Executive Officer
II-VI Incorporated
375 Saxonburg Boulevard
Saxonburg, Pa 16056
(724) 352-4455
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Filing Person)
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Copies To:
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<S> <C> <C>
Ronald Basso, Esq. Robert D. German, Esq. George M. Reyes, Esq.
Stephen W. Johnson, Esq. Sherrard, German & Kelly, P.C. Best Best & Krieger LLP
Buchanan Ingersoll 35th Floor, One Oliver Plaza 3750 University Avenue
Professional Corporation Pittsburgh, Pennsylvania 15222 P.O. Box 1028
One Oxford Centre (412) 355-0200 Riverside, CA 92502
301 Grant Street, 20th Floor Fax (412) 562-6221 (909) 686-1450
Pittsburgh, Pennsylvania 15219 Fax (909) 686-3083
(412) 562-8800
Fax (412) 562-1041
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[_]Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[X]third-party tender offer subject to Rule 14d-1.
[_]issuer tender offer subject to Rule 13e-4.
[_]going-private transaction subject to Rule 13e-3.
[_]amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: [_]
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This Amendment No. 1 amends and supplements the Tender Offer Statement on
Schedule TO filed by II-VI Acquisition Corp. ("Purchaser") and II-VI
Incorporated ("II-VI") on July 13, 2000 (the "Schedule TO"), relating to the
offer (the "Offer") by II-VI through Purchaser to exchange each issued and
outstanding share of common stock, par value $0.001 per share (together with
the associated rights to purchase preferred stock, the "Laser Power Shares"),
of Laser Power Corporation, a Delaware corporation ("Laser Power"), for .052
shares of common stock, no par value per share (the "II-VI Shares"), of II-VI
and $2.89 net in cash (subject to possible adjustment as described in the
Prospectus (as defined below)).
The Offer is made pursuant to an Agreement and Plan of Merger, dated as of
June 28, 2000, as amended, among Laser Power, II-VI and Purchaser, which
contemplates a business combination of Laser Power and II-VI (the "Merger").
II-VI has filed a registration statement with the Securities and Exchange
Commission on Form S-4, as amended on August 2, 2000, relating to the II-VI
Shares to be issued to stockholders of Laser Power in the Offer and the Merger
(the "Registration Statement"). The terms and conditions of the Offer and the
Merger are set forth in the prospectus which is a part of the Registration
Statement (the "Prospectus"), and the related Letter of Transmittal, which are
Exhibits (a)(1) and (a)(2) hereto.
All of the information in the Prospectus and the related Letter of
Transmittal, and any prospectus supplement or other supplement thereto related
to the Offer hereafter filed with the Securities and Exchange Commission by II-
VI, is hereby incorporated by reference in answer to Items 2 through 11 of this
Schedule TO.
ITEM 12. EXHIBITS.
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(a)(1) Prospectus relating to II-VI Shares to be issued in the Offer and the
Merger (incorporated by reference from II-VI's Registration Statement
on Form S-4 as amended on August 2, 2000).
(a)(2) Form of Letter of Transmittal (incorporated by reference to exhibit
99.01 to II-VI's Registration Statement on Form S-4 as amended on
August 2, 2000).
(a)(3) Form of Notice of Guaranteed Delivery (incorporated by reference to
exhibit 99.02 to II-VI's Registration Statement on Form S-4 as amended
on August 2, 2000).
(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees (incorporated by reference to exhibit 99.03 to II-
VI's Registration Statement on Form S-4 as amended on August 2, 2000).
(a)(5) Form of Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees (incorporated by reference to
exhibit 99.04 to II-VI's Registration Statement on Form S-4 as amended
on August 2, 2000).
(d)(2) First Amendment to Agreement and Plan of Merger dated as of August 1,
2000, among II-VI, Purchaser and Laser Power (incorporated by reference
to exhibit 2.02 to II-VI's Registration Statement on Form S-4 as
amended on August 2, 2000).
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ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Not applicable.
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SIGNATURE
After due 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.
II-VI ACQUISITION CORP.
By: /s/ Carl J. Johnson
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Name: Carl J. Johnson
Title: Chief Executive Officer
II-VI INCORPORATED
By: /s/ Carl J. Johnson
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Name: Carl J. Johnson
Title: Chairman and Chief
Executive Officer
Dated: August 2, 2000
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EXHIBIT INDEX
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Exhibit
No. Exhibit Name
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(a)(1) Prospectus relating to II-VI Shares to be issued in the Offer and the
Merger (incorporated by reference from II-VI's Registration Statement
on Form S-4 as amended on August 2, 2000).
(a)(2) Form of Letter of Transmittal (incorporated by reference to exhibit
99.01 to II-VI's Registration Statement on Form S-4 as amended on
August 2, 2000).
(a)(3) Form of Notice of Guaranteed Delivery (incorporated by reference to
exhibit 99.02 to II-VI's Registration Statement on Form S-4 as amended
on August 2, 2000).
(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees (incorporated by reference to exhibit 99.03 to II-
VI's Registration Statement on Form S-4 as amended on August 2, 2000).
(a)(5) Form of Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees (incorporated by reference
to exhibit 99.04 to II-VI's Registration Statement on Form S-4 as
amended on August 2, 2000).
(d)(2) First Amendment to Agreement and Plan of Merger dated as of August 1,
2000, among II-VI, Purchaser and Laser Power (incorporated by
reference to exhibit 2.02 to II-VI's Registration Statement on Form S-
4 as amended on August 2, 2000).
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