Post-effective Amendment to an S-8 Filing (s-8 Pos)
July 01 2022 - 4:14PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on July 1, 2022
Registration No. 333-174019
Registration No. 333-182074
Registration No. 333-237855
Registration No. 333-257225
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION
STATEMENT NO. 333-174019
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION
STATEMENT NO. 333-182074
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION
STATEMENT NO. 333-237855
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION
STATEMENT NO. 333-257225
UNDER
THE SECURITIES ACT OF 1933
COHERENT, INC.
(Exact name of registrant as specified in its
charter)
Delaware |
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94-1622541 |
(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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5100 Patrick Henry Drive
Santa Clara,
California 95054
(Address of principal executive offices, including
zip code)
2011 Equity Incentive
Plan
Employee Stock Purchase
Plan
Coherent Equity Incentive
Plan
Coherent, Inc. Employee
Stock Purchase Plan
(Full title of the plans)
Ronald Basso
Vice President and Secretary
Coherent, Inc.
5100 Patrick Henry Drive, Santa Clara, California
95054
(408) 764-4000
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions
of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
x |
|
Accelerated filer |
¨ |
Non-accelerated filer |
¨ |
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Smaller reporting company |
¨ |
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Emerging growth company |
¨ |
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 7(a)(2)(B) of the Securities Act. ☐
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment relates to the following
Registration Statements of Coherent, Inc., a Delaware corporation (the “Registrant”), on Form S-8, in each case as
amended by any post-effective amendments thereto (collectively, the “Registration Statements”), which have been previously
filed with the Securities and Exchange Commission (the “SEC”), to deregister any and all shares of the Registrant’s
common stock, par value $0.01 per share (the “Registrant’s Common Stock”), registered but unsold or otherwise
unissued under each such Registration Statement as of the date hereof:
On July 1, 2022, pursuant to the Agreement and
Plan of Merger (the “Merger Agreement”), dated as of March 25, 2021, by and among the Registrant, II-VI Incorporated,
a Pennsylvania corporation (“II-VI”), and Watson Merger Sub Inc., a Delaware corporation and wholly owned subsidiary
of II-VI (“Merger Sub”), Merger Sub was merged with and into the Registrant (the “Merger”), with
the Registrant surviving the Merger as a wholly owned subsidiary of II-VI. As a result of the Merger, the Registrant is now a wholly owned
subsidiary of II-VI.
As a result of the Merger, the Registrant has
terminated any and all offerings of its securities pursuant to the Registration Statements. Accordingly, the Registrant hereby terminates
the effectiveness of each Registration Statement and, in accordance with an undertaking made by the Registrant in Part II of each Registration
Statement to remove from registration, by means of post-effective amendment, any securities that had been registered for issuance but
remain unsold at the termination of the offering, removes from registration any and all securities of the Registrant registered but unsold
under the Registration Statements as of July 1, 2022.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused these Post-Effective Amendments to the Registration Statements on Form S-8 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the Borough of Saxonburg, Commonwealth of Pennsylvania, on this 1st
day of July, 2022.
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COHERENT, INC. |
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By: |
/s/ Ronald Basso |
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Ronald Basso |
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Vice President and Secretary |
No other person is required to sign these Post-Effective Amendments
in reliance upon Rule 478 under the Securities Act of 1933, as amended.
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