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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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Current Report Pursuant
To Section 13 or 15 (d) of the
Securities Exchange Act of 1934
June 28, 2000
Date of Report (Date of Earliest Event Reported)
LASER POWER CORPORATION
(Exact name of Registrant as Specified in its Charter)
DELAWARE
(STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION)
000-22625 95-3423358
COMMISSION FILE NUMBER (I.R.S. EMPLOYER
IDENTIFICATION NUMBER)
36570 BRIGGS ROAD
MURRIETA, CALIFORNIA 92563
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(909) 926-1866
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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ITEM 5. OTHER EVENTS.
In its Form 8K filed on June 2, 2000, Laser Power Corporation ("Company")
announced that it had entered into an Agreement and Plan of Merger ("Merger
Agreement") with Union Miniere U.S.A., Inc. ("Union Miniere"), a subsidiary of
n.v. Union Miniere s.a., and ACEC, Inc., a wholly owned subsidiary of Union
Miniere whereby Union Miniere, through its subsidiary ACEC, Inc., would commence
a tender offer in June for up to 100% of the issued and outstanding shares of
the Company's common stock at a price of $4 per share.
In its Form 8K filed on June 13, 2000, the Company announced that the Board of
Directors of the Company ("Board") had determined that an offer made by II-VI
Corporation ("II-VI") was a Superior Proposal to the Union Miniere offer as
defined in Section 7.5(c) of the Merger Agreement and that this determination
had triggered the two day response period for Union Miniere to make a
counter-offer which was at least as favorable as the II-VI offer under Section
7.5(b) of the Merger Agreement. On June 16, 2000, Union Miniere announced that
it was increasing its all cash offer to provide for a minimum price per share
payable for Company stock of $4.25 and a maximum potential price of $4.55,
depending on the value of II-VI stock at the time of the commencement of its
tender offer. Union Miniere subsequently revised its counter-offer upward to an
all cash offer of $4.40 per share and the Board determined that the revised all
cash offer was at least as favorable to the shareholders of the Company as the
offer by II-VI. Upon making this determination, the Board notified II-VI that
its offer had been rejected and on June 19, 2000, the Company and Union Miniere
entered into the Amendment to Agreement and Plan of Merger reflecting the terms
of the revised counter-offer.
On June 20, 2000, II-VI presented the Company with a new offer whereby II-VI
would commence an exchange offer under which shareholders of the Company would
be offered $2.89 in cash and .052 share of II-VI stock. II-VI offered to protect
the value of the stock portion of the exchange offer by raising the floor for
the value of II-VI stock to $2.26 per share, with a cap on the value of II-VI
stock in the amount of $2.76. The minimum and maximum value of the II-VI stock
would be determined based on the volume weighted average trading price of II-VI
stock during the twelve days prior to the closing of the exchange offer. The
resulting price range for the purchase of Company stock under II-VI's exchange
offer would be $5.15 to $5.65 per share.
On June 21, 2000, the Board determined that the current II-VI offer was a
Superior Proposal to the Union Miniere offer of $4.40 per share and once again
triggered the two day response period for Union Miniere to make a counter-offer
at least as favorable as the II-VI offer. On June 22, 2000, Union Miniere
formally informed the Company that it would not make such a counter-offer. The
Company subsequently exercised its right under Section 11.1(f) of the Merger
Agreement to terminate the Merger Agreement with Union Miniere and paid the
requisite termination fee.
On June 28, 2000, the Company and II-VI formalized the current II-VI offer by
entering into an Agreement and Plan of Merger between the Company, II-VI and
II-VI Acquisition Corp (the "II-VI Merger Agreement")., filed herewith as
Exhibit 1. The execution of the II-VI Merger Agreement was announced in a joint
press release which is filed herewith as Exhibit 3.
In connection with the termination of the Merger Agreement and execution of the
II-VI Merger Agreement, the Company executed a Second Amendment to the Rights
Agreement which was adopted on October 15, 1999, filed herewith as Exhibit 2.
The purpose of the Rights Agreement is to provide an impediment to a takeover of
the Company which occurs without the approval of the Company's Board of
Directors and the Rights Agreement was therefore amended to exempt the II-VI
Merger Agreement from its provisions.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
Exhibit 1 Agreement and Plan of Merger by and among Laser Power
Corporation, II-VI Incorporated and II-VI Acquisition Corp.
Exhibit 2 Second Amendment to Rights Agreement by and among Laser Power
Corporation and American Securities Transfer and Trust, Inc.
Exhibit 3 Registrant's Joint Press Release issued on June 28, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
LASER POWER CORPORATION
Date: June 28, 2000 /s/ Bernard J. Brady
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Bernard J. Brady
Vice President,
Chief Financial Officer and Secretary
(Principal Financial and Accounting Officer)
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