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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
August 23, 2000 (August 14, 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 1. Changes in Control of Registrant
Laser Power Corporation, (the "Registrant") entered into an Agreement
and Plan of Merger (the "Merger Agreement") with II-VI Incorporated, a
Pennsylvania corporation ("II-VI") and II-VI Acquisition Corp., a Delaware
corporation and wholly owned subsidiary of II-VI ("Acquisition"), on June 28,
2000, as amended on August 1, 2000, providing for the acquisition by II-VI of
all of the issued and outstanding stock of the Registrant.
Pursuant to the Merger Agreement, II-VI would acquire the Registrant by
means of an exchange offer followed by the merger of Acquisition with and into
the Registrant, after which the Registrant will become a wholly owned subsidiary
of II-VI (the "Merger"). II-VI through Acquisition, offered to exchange $2.89
net in cash and .052 shares of common stock of II-VI, subject to adjustment as
described below, for all of the issued and outstanding shares of the
Registrant's common stock (the "Offer"). II-VI guaranteed a "floor price" of
$5.15 per share payable in cash and common stock and a "ceiling price" of $5.65
per share.
Since the volume weighted average trading price of II-VI common stock
was less than $43.46 per share for the 12 consecutive trading days ending on the
third trading day immediately preceding the expiration date of the offer, the
final exchange ratio for the Offer was determined to be $3.08 net in cash and
.052 shares of II-VI's common stock for each share of the Registrant's common
stock outstanding.
The Offer expired at midnight on August 11, 2000, and on August 14,
2000, II-VI and Acquisition accepted for exchange 7,249,420 shares of the
Registrant's common stock for an aggregate purchase price of approximately $37.3
million. In order to consummate the Offer, II-VI borrowed 100% of the cash
required to complete the Offer from PNC Bank, National Association, under a new
credit facility dated August 14, 2000.
As of August 14, 2000, II-VI beneficially owned 8,501,520 shares of the
Registrant's common stock, representing approximately 87.6% of all outstanding
shares of the Registrant.
II-VI, the Registrant and Acquisition expect to consummate the Merger
as soon as practicable. Each outstanding share of the Registrant not exchanged
in the Offer (other than shares owned by the Registrant as treasury stock,
shares owned by II-VI or any subsidiary of the II-VI, or shares held by the
Registrant's stockholders exercising appraisal rights under Delaware law) will
be converted into a right to receive $3.08 net in cash and .052 shares of
II-VI's common stock.
The Merger Agreement required the Registrant to elect three directors,
designated by II-VI, to its board of directors. Accordingly, on August 14, 2000,
Robert G. Klimasewski and Michael G. Hogg resigned as directors and Carl J.
Johnson, Francis J. Kramer and James Martinelli were elected to the Registrant's
board of directors, and Mr. Martinelli was appointed Chief Executive Officer.
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ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) EXHIBITS
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Exhibit 2 Agreement and Plan of Merger, dated as of June 28, 2000, as
amended on August 1, 2000, among II-VI, the Exhibit 2
Registrant and Acquisition (incorporated by reference from
Exhibit 2.02 of II-VI's Registration Statement on Form S-4 as
amended on August 2, 2000 and August 4, 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: August 23, 2000 /s/ Bernard J. Brady
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Bernard J. Brady
Vice President,
Chief Financial Officer and Secretary
(Principal Financial and Accounting Officer)
INDEX TO EXHIBITS
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Exhibit Number Description
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2 Agreement and Plan of Merger, dated as of June 28, 2000, as
amended on August 1, 2000, among II-VI, the Registrant and
Acquisition (incorporated by reference from Exhibit 2.02 of
II-VI's Registration Statement on Form S-4 as amended on
August 2, 2000 and August 4, 2000).
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