SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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)
June 5, 2000
(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 .
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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.
----------------------
* 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).
Page 2 of 8
1 NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF
ABOVE PERSONS:
II-VI Incorporated
I.R.S. IDENTIFICATION NO: 25-1214948
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
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(b)
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3 SEC USE ONLY
4 SOURCE OF FUNDS
BK
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED TO ITEMS
2(d) OR 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
Number of Shares 7 SOLE VOTING POWER
Beneficially Owned by 1,252,100
Each Reporting Person 8 SHARED VOTING POWER
With 0
9 SOLE DISPOSITIVE POWER
1,252,100
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,252,100 Shares
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.9%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
Page 3 of 8
This Amendment No. 3 to Schedule 13D (the "Amendment") amends the
Schedule 13D originally filed on September 29, 1999, and later amended
on October 7, 1999 and February 3, 2000, 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. 3 is being filed to amend
Items 4, 5, 6 and 7 of the Schedule 13D; however, 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 borrowed 100% of these funds from PNC
Bank, National Association, under an
Page 4 of 8
existing credit facility. This credit facility was attached as Exhibit
1 to the original Schedule 13D and is incorporated herein by reference.
Item 4. Purpose Of Transaction
(a) through (i). The Reporting Person originally 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. While the Reporting Person still desires
to acquire control of Laser Power, it has abandoned its previous
intention to replace the current Laser Power Board of Directors with
its own nominees and did not solicit proxies for the Laser Power 2000
annual meeting of stockholders.
By letter dated June 5, 2000, from Carl J., Johnson, Chairman and Chief
Executive Officer of the Reporting Person, to Dick Sharman, Chairman of
Laser Power, a copy of which letter is attached as Exhibit 6 and is
incorporated herein by reference, the Reporting Person proposed to
acquire Laser Power by means of a consensual exchange offer. If the
proposed offer is accepted, the stockholders 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. Mr. Sharman has not yet
responded to this letter.
If the June 5, 2000 offer is rejected by the Laser Power Board of
Directors, the Reporting Person will evaluate whether to continue its
efforts to acquire control of Laser Power. If the Reporting Person
decides to continue its efforts to acquire control of Laser Power, it
may acquire additional securities of Laser Power by tender offer,
exchange offer 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. In any such acquisition
of stock, the Reporting Person would likely seek to 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.
Item 5. Interest In Securities Of The Issuer
(a) As of the date hereof, the Reporting Person beneficially
owns 1,252,100 shares, or 12.9% of the issued and outstanding Laser
Power Common Stock, based on 9,679,001 shares of Laser Power Common
Stock outstanding, as reported in the Merger Agreement by and among
Laser Power, Union Miniere USA Inc., and ACEC, Inc. attached as Exhibit
2 to Laser Power's Form 8-K filed on June 2, 2000.
(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, 1,252,100 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. On January 7, 2000, the Reporting Person purchased an
additional 2,000 shares of Laser Power Common Stock on the open market
for $2.75 per share. Both of these transaction were effected through a
broker-dealer.
Page 5 of 8
Other than these 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 5 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.*
4. Registration Rights Agreement dated as of June 13, 1997 by and
among Laser Power Corporation, Proxima Corporation and Union
Miniere Inc.*
5. Assignment and Assumption Agreement dated as of September 21,
1999 by and between Proxima Corporation and II-VI
Incorporated.*
6. Letter dated June 5, 2000, from Carl J., Johnson, Chairman and
Chief Executive Officer of the Reporting Person, to Dick
Sharman, Chairman of Laser Power.
Page 6 of 8
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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.
Page 7 of 8
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: June 5, 2000 /s/ James Martinelli
James Martinelli
Chief Financial Officer
Page 8 of 8
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 & Chief Executive Officer of
Engineered Arresting System - ESCO
His business address is: Engineered Arresting
System - ESCO, 2550 Market Street, Aston, PA
19014.
Richard W. Bohlen Retired; formerly Senior Vice President,
Operations, Rockwell International Corporation.
His business address is: 3 East Arrowhead Circle,
Santa Fe, New Mexico 87501.
Duncan A.J. Morrison President of ARRI Canada Ltd. Mr. Morrison is a
Canadian citizen. His business address is: ARRI
Canada Ltd., 26 Irwin Avenue, Toronto, Ontario,
M4Y 1L2 Canada.
Peter W. Sognefest President and Chief Executive Officer of Xymox
Technology, Inc. His business address is: Xymox
Technologies, Inc., 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
Exhibit 6
II-VI Incorporated
375 Saxonburg Boulevard
Saxonburg, PA 16056
June 5, 2000
Dick Sharman, Chairman
Laser Power Corporation
36570 Briggs Road
Murrieta, CA 92563-2347
Dear Dick:
II-VI Incorporated continues to be interested in acquiring Laser
Power Corporation. To that end, we hereby make the following
offer:
* Exchange Consideration per .052 shares of II-VI common
Share of Laser Power Stock stock plus $2.32 in cash.
(assuming 9,678,001 shares
outstanding, plus existing
stock options for no more
than 367,977 shares)
* Minimum Price $4.05 per share--if
necessary, II-VI will pay a
combination of cash and/or
stock, at its election, so
that the consideration paid
for each share of Laser
Power stock has a value of
at least $4.05 per share,
based on the volume weighted
average trading price of
II-VI stock during the 20
trading days prior to the
closing of the exchange
offer.
* Ceiling $5.00 per share---if
necessary, the number of
II-VI shares to be issued
will be reduced so that the
consideration paid for each
share of Laser Power stock
will not have a value of
more than $5.00 per share,
based on the volume weighted
average trading price of
II-VI stock during the 20
trading days prior to the
closing of the exchange
offer.
* Structure The transaction will be
structured as an exchange
offer, followed by a merger
in which those Laser Power
stockholders not tendering
into the exchange offer
receive the same consideration
that was paid in the exchange
offer.
* Other Terms We are prepared to enter into
an agreement providing for
the transaction on the same
terms as set forth in your
agreement with Union Miniere
USA Inc., with appropriate
changes to reflect the terms
of our offer and to reflect
the conditions below.
Based on the closing market price of II-VI stock on June 2, 2000,
our offer has an implied value of $4.25 per share of Laser Power
stock. This makes our offer clearly superior to the terms of the
Union Miniere transaction. Not only does our offer have a higher
indicated value than the Union Miniere transaction, it gives Laser
Power stockholders the opportunity to participate in the upside
opportunity created by the combination of II-VI and Laser Power.
This makes our offer compelling from the point of view of Laser
Power's stockholders.
As you well know, II-VI has been enthusiastic about acquiring
Laser Power for several years now. II-VI is a growing company and
we think that Laser Power can be an important component of our
future. Our plans are to combine our businesses in a way that
maintains the Laser Power brand name and its role in the market
place. We intend to maintain and even grow Laser Power's Temecula,
Mexican and Belgium manufacturing facilities. These facilities
fit well into our worldwide manufacturing strategy. We intend to
make your San Diego office our West Coast sales and marketing
headquarters and your office in Belgium will nicely complement
our global sales and marketing efforts. For these reasons, it
is important to us to retain all of Laser Power's key employees
and we intend to offer them an extremely competitive compensation
package, including II-VI stock options, to accomplish that.
Your Board's fiduciary duties under Delaware law require you to
consider this offer. We believe that if you evaluate this offer
in accordance with those duties you will conclude that it is
superior to the terms of your agreement with Union Miniere.
Our proposed transaction will be conditioned upon, among other
things, (i) the tender into our exchange offer of not less than a
majority of the shares of Laser Power corporation common stock
outstanding (including the shares of Laser Power stock owned by
II-VI), (ii) the valid termination of the merger agreement
between Laser Power and Union Miniere, with the payment by Laser
Power to Union Miniere of any fees or expenses in connection with
such termination not to exceed $2 million, (iii) the approval of
II-VI's exchange offer and its proposed merger by Laser Power's
Board of Directors, (iv) receipt of all required regulatory
approvals, (v) the redemption of the outstanding preferred stock
purchase rights under Laser Power's preferred stock purchase
rights plan or the amendment of the plan to make it inapplicable
to II-VI's offer, and (vi) Laser Power not taking any action that
would impair II-VI's ability to acquire Laser Power or otherwise
diminish the value of Laser Power to II-VI.
This offer has been approved by II-VI's Board of Directors. As
you can appreciate, time is of the essence. Accordingly, if you
do not respond favorably to our proposal by Noon, Eastern Time,
on June 11, 2000, it will automatically terminate and we will be
forced to consider our other alternatives.
I look forward to hearing from you shortly and to working with
you so that we may bring our clearly premium proposal to a vote
of your stockholders.
Sincerely,
/s/ Carl J. Johnson
Carl J. Johnson,
Chairman and CEO
