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 .
---
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, 675 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
Engineered Arresting System - ESCO
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
