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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
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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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CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee**
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$41,322,671 $8,264.53
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* The registration fee has been computed based on Rule 0-11 (a)(4) and (d)
under the Exchange Act of 1934, as amended, based on the average of the
high and low prices for shares of common stock of Laser Power as reported
on the Nasdaq National Market on July 6, 2000 ($4.89065) and the maximum
number of such Laser Power shares (9,701,421) that may be exchanged for the
securities being registered, minus the 1,252,100 shares of Laser Power
owned by II-VI.
** One-fiftieth of 1% of the value of the transaction.
[X]Check the box if any part of the fee is offset as provided by Rule 0-
11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid: $4,462.69 Filing Party: II-VI Incorporated
Form or Registration No.: 333-
41314 Date Filed: July 13, 2000
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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 Tender Offer Statement on Schedule TO relates to the offer (the
"Offer") by II-VI Incorporated, a Pennsylvania corporation ("II-VI"), through
its wholly owned subsidiary, II-VI Acquisition Corp., a Delaware corporation
("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, 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
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 1. SUMMARY TERM SHEET.
Information is disclosed to security holders in a prospectus meeting the
requirements Rule 421(d) of the Securities Act of 1933.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
(c) During the last five years, none of II-VI, Purchaser or, to the best of
their knowledge, any of the persons listed on Annex A to the Prospectus (i) has
been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) was a party to any judicial or administrative
proceeding (except for matters that were dismissed without sanction or by
settlement) that resulted in a judgement, decree or final order enjoining the
person from future violations of, or prohibiting activities subject to, federal
or state securities laws, or a finding of any violation of federal or state
securities laws.
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 filed on July 13, 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 filed on July 13,
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 filed on
July 13, 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 filed on July 13, 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 filed on
July 13, 2000).
(a)(6) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 (incorporated by reference to exhibit 99.05 to II-
VI's Registration Statement on Form S-4 filed on July 13, 2000).
(a)(7) Commitment Letter from PNC Bank, N.A. (incorporated by reference to
exhibit 99.06 to II-VI's Registration Statement on Form S-4 filed on
July 13, 2000).
(d)(1) Agreement and Plan of Merger dated as of June 28, 2000, among II-VI,
Purchaser and Laser Power (incorporated by reference to exhibit 2.01 to
II-VI's Registration Statement on Form S-4 filed on July 13 , 2000).
</TABLE>
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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: July 13, 2000
2
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EXHIBIT INDEX
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Exhibit
No. Exhibit Name
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<C> <S>
(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 filed on July 13, 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 filed on July 13,
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 filed on
July 13, 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 filed on July 13, 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 filed
on July 13, 2000).
(a)(6) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 (incorporated by reference to exhibit 99.05 to II-
VI's Registration Statement on Form S-4 filed on July 13, 2000).
(a)(7) Commitment Letter from PNC Bank, N.A. (incorporated by reference to
exhibit 99.06 to II-VI's Registration Statement on Form S-4 filed on
July 13, 2000).
(d)(1) Agreement and Plan of Merger dated as of June 28, 2000, among II-VI,
Purchaser and Laser Power (incorporated by reference to exhibit 2.01
to II-VI's Registration Statement on Form S-4 filed on July 13, 2000).
</TABLE>
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