SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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)
February 1, 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.
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* 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).
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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) ---
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
Number of Shares 7 SOLE VOTING POWER
Beneficially Owned by 1,252,100
Each Reporting Person
With 8 SHARED VOTING POWER
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)
14.5%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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This Amendment No. 2 to Schedule 13D (the "Amendment")
amends the Schedule 13D originally filed on September 29, 1999,
amended on October 7, 1999, by II-VI Incorporated, a
Pennsylvania corporation, with respect to its ownership of
common stock, par value $.001 per share, of Laser Power
Corporation, a Delaware corporation. This Amendment No. 2 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
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borrowed 100% of these funds from PNC Bank, National Association,
under an existing credit facility. This credit facility is
attached as Exhibit 1 and is incorporated herein by reference.
Item 4. Purpose Of Transaction
(a) through (i). The Reporting Person acquired 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 decided not to seek to replace the current
Laser Power Board of Directors with its own nominees and it will
not solicit proxies for the Laser Power 2000 annual meeting
of stockholders.
The Reporting Person intends to continue to seek to
acquire control of Laser Power and to that end the Reporting
Person may (a) acquire additional securities of Laser Power from
time to time in the open market, in private transactions, or
otherwise; provided that the Reporting Person may dispose of any
or all 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; or (b) seek to
negotiate a merger or other extraordinary transaction with Laser
Power by which the Reporting Person would 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.
However, the Reporting Person does not presently intend to
(d) seek to change the present board of directors and
management of Laser Power; or (g) seek to change Laser Power's
charter or bylaws to eliminate or modify any provisions which
the Reporting Person determines may impede the acquisition of
control of Laser Power by the Reporting Person.
The Reporting Person's ability to acquire more than
15% of the outstanding shares of Laser Power common stock
without the approval of Laser Power's Board of Directors is
limited by (i) Section 203 of the Delaware General Corporation
Law and (ii) the Share Purchase Rights Plan adopted by Laser
Power's Board of Directors on October 15, 1999.
Item 5. Interest In Securities Of The Issuer
(a) As of the date hereof, the Reporting Person
beneficially owns 1,252,100 shares, or 14.5% of the issued and
outstanding Laser Power Common Stock, based on 8,644,917 shares
of Laser Power Common Stock outstanding as of January 24, 2000,
as reported in Laser Power's Definitive Proxy Statement filed
January 28, 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.
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(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. 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.*
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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.
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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: February 3, 2000 /s/ James Martinelli
James Martinelli
Chief Financial Officer
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ANNEX A
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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 and Chief Executive Officer, ESCO
Holding Corp. and Engineered Arresting Systems
Corporation. His business address is: 2550
Market Street, Aston, Pennsylvania 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 Technologies, 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
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