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As filed with the Securities and Exchange Commission on August 23, 2000
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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. 3)
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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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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.
[X]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: [X]
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This Amendment No. 3 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, as amended by Amendment No. 1 to the
Tender Offer Statement on Schedule TO and Amendment No. 2 to the Tender Offer
Statement on Schedule TO (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 $3.08 net in
cash.
The Offer was made pursuant to an Agreement and Plan of Merger, dated as of
June 28, 2000, as amended (the "Merger Agreement"), among Laser Power, II-VI
and Purchaser, which contemplates a business combination of Laser Power and II-
VI (the "Merger"). II-VI filed a registration statement with the Securities and
Exchange Commission on Form S-4, as amended on August 2, 2000 and on August 4,
2000, that became effective on August 7, 2000, relating to the II-VI Shares
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 7. SOURCE AND AMOUNT OF FUNDS
II-VI entered into a credit agreement dated as of August 14, 2000, with PNC
Bank, National Association, and certain other lenders. Under the terms of the
credit agreement, the lenders will provide credit facilities in the aggregate
principal amount of $45,000,000 to II-VI in order to fund the acquisition of
Laser Power as provided for in the merger agreement, refinance existing
indebtedness of II-VI and Laser Power, pay transaction fees and expenses
related to the offer, the merger and the credit facilities and for general
corporate purposes before and after the merger. The credit agreement provides
that the credit facilities will be secured by certain assets of II-VI, Laser
Power and their respective subsidiaries including, security interests in
inventory and accounts receivable and pledges of the capital stock of II-VI's
and Laser Power's respective domestic and foreign subsidiaries.
On August 14, 2000, II-VI borrowed $25,000,000 pursuant to the credit
agreement to fund the purchase of the shares of Laser Power common stock
tendered pursuant to the offer and for other general corporate purposes. II-VI
exercised its election pursuant to the credit agreement and converted the full
amount borrowed to a term loan. In addition, on August 14, 2000, II-VI
converted borrowings of $2,750,000 under its previous line of credit with PNC
Bank into borrowings under the new credit agreement. As a result, $17,250,000
of the credit facilities remain available to II-VI subject to the terms and
conditions of the credit agreement and related loan documents.
ITEM 11. ADDITIONAL INFORMATION
The Offer expired at midnight on August 11, 2000. In the Offer, 7,249,420
shares of Laser Power common stock were validly tendered and not withdrawn. On
August 14, 2000, II-VI and Purchaser accepted for purchase and payment all
Laser Power shares (and the associated rights to purchase preferred stock)
tendered in the Offer and not withdrawn. As of August 14, 2000, II-VI
beneficially owned 8,501,520 shares of Laser Power common stock, representing
approximately 87.6% of all outstanding shares of Laser Power.
Pursuant to the Merger Agreement, II-VI, Purchaser and Laser Power expect to
complete the Merger as soon as practicable.
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ITEM 12. EXHIBITS.
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(b)(1) Credit Agreement by and among II-VI Incorporated, its subsidiary
guarantors, the Lenders and PNC Bank, N.A., as Agent, dated as of
August 14, 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 23, 2000
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