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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 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 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.
On June 5, 2000, II-VI Corporation ("II-VI") presented an offer to the Company
whereby it would commence an exchange offer for up to 100% of the issued and
outstanding shares of the Company's common stock for a combined consideration of
$2.32 in cash and .052 shares of II-VI common stock. The II-VI offer contained a
floor on the value of the II-VI stock in the amount of $1.73 a share and a cap
in the amount of $2.68 a share. If the volume weighted average trading price of
II-IV stock during the twenty trading days prior to the closing of the II-VI
exchange offer is below the floor established by II-VI, II-VI offered to
increase the amount of stock or cash, at its election, to meet the minimum
price. Accordingly, the II-VI offer contained a price range per share of Company
stock between $4.05 and $5.00. Following the successful conclusion of the
exchange offer and subject to shareholder approval, the Company would be merged
into a wholly owned subsidiary of II-VI.
Pursuant to fulfilling its fiduciary duties under Delaware General Corporate Law
and as allowed under Section 7.5(b) of the Merger Agreement, the Company's Board
of Directors, acting through its financial advisor, conducted due diligence
inquiries with II-VI to determine if the consideration provided pursuant to the
II-VI offer represents a superior proposal to the consideration offered
shareholders under the Merger Agreement. Based on the Board's consideration of
the offer, the response by II-VI to the Board's inquiries relating to the offer,
and the advice of legal and financial counsel, the Board has determined that the
offer of II-VI, as amended in order to address certain concerns expressed by the
Board (as described below), provides greater value to the shareholders of the
Company and is a Superior Proposal to the offer of Union Miniere (as that term
is defined in 7.5(c) of the Merger Agreement). The Company provided Notice of
Superior Proposal to Union Miniere on June 14, 2000, and pursuant to the terms
of Section 7.5(b) of the Merger Agreement, Union Miniere has two business days
in which to make a counter-offer to the Company which is at least as favorable
as the offer made by II-VI. If no such counter-offer is made by Union Miniere,
then the Company will have the right to terminate the Merger Agreement, subject
to payment of the $2,000,000 termination fee, and enter into an agreement with
II-VI.
The material terms of the offer by II-VI, as amended, are as follows:
1. II-VI has offered to commence an exchange offer under which
shareholders of the Company will be offered $2.32 in cash and
.052 share of II-VI stock. II-VI has 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 $1.78 and the cap to
$2.73. Accordingly, the total minimum price per share payable
for Company stock under the exchange offer will be $4.10 and
the maximum price will be $5.05. The value of the II-VI stock
will 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.
2. II-VI has offered to reimburse the Company for the $2,000,000
termination fee paid to Union Miniere in the event that the
transaction with II-VI does not close under certain
conditions. II-VI has further offered to pay the Company a
termination fee of $500,000 if an agreement between II-VI and
Company is terminated under certain conditions.
3. II-VI has represented that its offer is not subject to
conducting any additional due diligence and that the exchange
offer will proceed on a timeline similar to that contemplated
in the Merger Agreement. II-VI has further represented that it
will not require closing contingencies additional to those
contained in the Merger Agreement, other than matters related
to the regulatory filings necessary in connection with its
exchange offer.
4. II-VI has offered to enter into an agreement substantially the
same as the Merger Agreement, subject to revisions to reflect
the foregoing differences in its offer.
Although the Board of Directors has determined that the II-VI offer is superior
to the offer contained in the Merger Agreement, it has not accepted the II-VI
offer and will not enter into any negotiations or agreement with II-VI until the
two day response period provided to Union Miniere under the Merger Agreement has
passed and the Merger Agreement has been terminated in accordance with its
terms. In the event that Union Miniere makes a counter-offer, the Board of
Directors will take such time as is necessary to fulfill its duties to the
shareholders and determine if the counter-offer is as favorable or more
favorable to the shareholders of the Company as the II-VI offer.
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 14, 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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