SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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 15, 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. 5 to Schedule 13D (the "Amendment") amends the
Schedule 13D originally filed on September 29, 1999, and later
amended on October 7, 1999, February 3, 2000, June 5, 2000, and
June 12, 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. 5 is being filed to amend Items 1, 4 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 36570
Briggs Road, Murrieta, California 92563.
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 way of a press release dated June 15, 2000, a copy of which
is attached as Exhibit 8 and is incorporated herein by
reference, the Reporting Person announced that it has been advised
that the Board of Directors of Laser Power has determined that the
Reporting Person's proposal of June 5, 2000, as amended,
to acquire Laser Power by means of a consensual exchange offer is
superior to the terms of Laser Power's agreement with Union Miniere
U.S.A., Inc. (Union Miniere) dated as of June 2, 2000. 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. The Reporting Person
also announced by way of this press release that a guaranteed floor
for this transaction was set at $4.10 per share and would be paid
by the Reporting Person with a combination of cash and/or common
stock of the Reporting Person, at the Reporting Person's election,
if the volume weighted average trading price of the Reporting
Person's common stock is less than $34.23 per share for the 12
trading days prior to the closing of the exchange offer. A ceiling
for this transaction was set at $5.05 per share.
The Reporting Person also extended its offer until 11:59p.m. E.D.T.
on Friday, June 16, 2000. Pursuant to the terms of its agreement with
Union Miniere, Laser Power has notified Union Miniere of its
determination regarding II-VI's offer. Union Miniere has two business
days to decide whether to increase its offer price for Laser Power's
outstanding shares.
If this revised offer is rejected by the Laser Power Board of
Directors or expires, 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.**
7. Press Release of II-VI Incorporated dated June 12, 2000
entitled "II-VI Incorporated Extends Deadline for Offer
to Laser Power Corporation's Board; Offer of .052 Shares
of II-VI Stock Plus $2.32 Cash for each Share of Laser
Power Stock with Minimum Price of $4.05 per Share
to Expire at 11:59 p.m. EDT on Wednesday, June 14, 2000".***
8. Press Release of II-VI Incorporated dated June 15, 2000
entitled "II-VI Advised by Laser Power's Board that
II-VI's Offer is Superior to Union Miniere's Offer".
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.
** Previously filed as an Exhibit to the Schedule 13D filed
by the Reporting Person on June 5, 2000 and incorporated
herein by reference.
*** Previously filed as an Exhibit to the Schedule 13D filed
by the Reporting Person on June 12, 2000 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 15, 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 8
June 15, 2000
Jim Martinelli
Treasurer & Chief Financial Officer
(724) 352-4455
[email protected]
II-VI Homepage: www.ii-vi.com
II-VI Advised by Laser Power's Board that
II-VI's Offer is Superior to Union Miniere's Offer
Pittsburgh, PA--June 15, 2000--II-VI Incorporated (NASDAQ NMS: IIVI)
announced today that it has been advised that the Board of Directors of
Laser Power Corporation (NASDAQ NMS: LPWR) has determined that II-VI's
offer to purchase all of Laser Power's outstanding common stock is
superior to the terms of Union Miniere's offer.
Under II-VI's offer, each share of Laser Power stock will receive .052
shares of II-VI common stock and $2.32 in cash. Based on the closing
market price of II-VI common stock on June 14, 2000, the value of this
offer to Laser Power's stockholders is $4.76 per share. Laser Power's
stockholders will be guaranteed a "floor" of $4.10 per share. II-VI
will pay this guaranteed price with a combination of cash and/or II-VI
common stock, at its election, if the volume weighted average trading
price of II-VI common stock is less than $34.23 per share for the 12
trading days prior to the closing of the exchange offer. The offer
also contains a ceiling of $5.05 per share.
In light of the determination by Laser Power's Board of Directors,
II-VI has extended its offer until 11:59 P.M. on Friday, June 16, 2000.
Pursuant to the terms of its agreement with Union Miniere, Laser Power
has notified Union Miniere of its determination regarding II-VI's offer.
Union Miniere has two business days to decide whether to increase its
offer price for Laser Power's outstanding shares.
II-VI's offer contemplates that the transaction will be structured as
an exchange offer for Laser Power shares. Following the exchange offer,
II-VI and Laser Power would consummate a merger in which each share of
Laser Power common stock not tendered into the exchange offer would be
exchanged for the same consideration paid in the exchange offer.
The proposed transaction with II-VI remains conditioned upon, among
other things, (i) the tender into II-VI's exchange offer of not less
than a majority of the shares of Laser Power 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, (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.
If Laser Power's Board of Directors determines that Union Miniere's
increased offer, if any, is not at least as favorable as II-VI's offer,
Laser Power will presumably terminate its agreement with Union Miniere
and enter into an agreement with II-VI providing for a transaction on
the terms set forth in II-VI's offer. In order to reimburse Laser Power
for the payment of the $2 million termination fee called for by the
Union Miniere agreement, and to compensate Laser Power for certain
expenses, II-VI will agree to pay Laser Power $2.5 million if the
agreement Laser Power enters into with II-VI is terminated under
certain limited circumstances.
If II-VI's offer is accepted by the Board of Directors of Laser Power,
II-VI will prepare and file a registration statement with the Securities
and Exchange Commission. Laser Power stockholders would then be able
to obtain such materials for free at the Commission's Web site at
www.sec.gov. Laser Power stockholders are urged to carefully read the
complete terms and conditions of those materials prior to making any
decisions with respect to an actual offer.
This document contains forward-looking statements concerning II-VI's
proposed acquisition of Laser Power, the anticipated financial and
other benefits of such proposed acquisition and the plans and objectives
of II-VI's management following such proposed acquisition, including,
without limitation, statements relating to: (A) the likelihood of
consummating the proposed acquisition, (B) the cost savings expected to
result from the proposed acquisition, (C) anticipated results of
operations of the combined company following the proposed acquisition,
(D) projected earnings per share of the combined company following the
proposed acquisition, and (E) the restructuring charges estimated to be
incurred in connection with the proposed acquisition. Generally, the
words "will," "may," "should," "continue," "believes," "expects,"
"anticipates" or similar expressions identify forward-looking statements.
These forward-looking statements involve certain risks and uncertainties.
Factors that could cause actual results to differ materially from those
contemplated by the forward-looking statements include, among others, the
following factors: (1) the proposed acquisition may not be consummated on
the terms being offered or at all, (2) cost savings expected to results
from the proposed acquisition may not be fully realized or realized within
the expected time frame; (3) operating results following the proposed
acquisition may be lower than expected; (4) competitive pressures may
increase significantly; (5) costs or difficulties related to the integration
of the businesses of II-VI and Laser Power may be greater than expected;
(6) general economic conditions, whether nationally or in the markets in
which II-VI and Laser Power conduct business, may be less favorable than
expected; (7) legislation or regulatory changes may adversely affect the
businesses in which II-VI and Laser Power are engaged; or (8) adverse
changes may occur in the securities markets.
CONTACT: Jim Martinelli, Treasurer & Chief Financial Officer of II-VI
Incorporated, 724-352-4455, or e-mail, [email protected]/
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