Coherent Inc – ‘8-A12G/A’ on 7/1/98

As of:  Wednesday, 7/1/98   ·   Accession #:  1047469-98-26058   ·   File #:  0-05255

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Amendment to Registration of a Class of Securities   —   Form 8-A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-A12G/A    Amendment to Registration of a Class of Securities    10     27K 
 2: EX-1        Underwriting Agreement                                53    215K 

8-A12G/A   —   Amendment to Registration of a Class of Securities
Document Table of Contents

8-A12G/A
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    SECURITIES AND EXCHANGE COMMISSION
    WASHINGTON, D.C. 20549

    __________

    FORM 8-A/A

   FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
   PURSUANT TO SECTION 12(b) OR (g) OF THE
   SECURITIES EXCHANGE ACT OF 1934

      COHERENT, INC.
      ----------------------
    (Exact name of Registrant as specified in its charter)

Delaware                                        94-1622541            
--------                                        ----------            
(State of incorporation or organization)    (IRS Employer Identification No.)   

    5100 Patrick Henry Drive
    Santa Clara, California  95054
   (Address of principal executive offices) (Zip Code)

    __________

Securities to be registered pursuant to Section 12(b) of the Act:               

Title of each class                     Name of each exchange on which
to be so registered                     each class is to be registered
-------------------                     ------------------------------
None                                             None       

Securities to be registered pursuant to Section 12(g) of the Act:               

    Common Share Purchase Rights
    ----------------------------
    (Title of Class)

8-A12G/A
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Item 1.   DESCRIPTION OF SECURITIES TO BE REGISTERED.                           

      On December 16, 1988, pursuant to a Common Shares Rights Agreement
(the "Rights Agreement") between Coherent, Inc. (the "Company") and BankBoston, 
N.A. (formerly The First National Bank of Boston), as Rights Agent (the "Rights 
Agent"), the Company's Board of Directors declared a dividend of one right (a   
"Right") to purchase one share of the Company's Common Stock, $.01 par value    
("Common Shares") for each outstanding Common Share.  The Rights Agreement was  
amended and restated on June 24, 1998.  The dividend was paid on December 16,   
1988 (the "Record Date") to stockholders of record as of the close of business  
on that date.  Each Right entitles the registered holder to purchase from the   
Company one Common Share at an exercise price of $80.00 (the "Purchase Price"), 
subject to adjustment.                                                          

  The following summary of the principal terms of the Rights Agreement, as
amended, is a general description only and is subject to the detailed terms and 
conditions of the Rights Agreement.  A copy of the Rights Agreement is attached 
as Exhibit 1 to this Registration Statement and is incorporated herein by       
reference.                                                                      

RIGHTS EVIDENCED BY COMMON SHARE CERTIFICATES                                   

 The Rights will not be exercisable until the Distribution Date (defined
below).  Certificates for the Rights ("Rights Certificates") will not be sent to
shareholders and the Rights will attach to and trade only together with the     
Common Shares.  Accordingly, Common Share certificates outstanding on the Record
Date will evidence the Rights related thereto, and Common Share certificates    
issued after the Record Date will contain a notation incorporating the Rights   
Agreement by reference.  Until the Distribution Date (or earlier redemption or  
expiration of the Rights), the surrender or transfer of any certificates for    
Common Shares, outstanding as of the Record Date, even without notation         

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or a copy of the Summary of Rights being attached thereto, will also            
constitute the transfer of the Rights associated with the Common Shares         
represented by such certificate.                                                

DISTRIBUTION DATE                                                               

The Rights will separate from the Common Shares, Rights Certificates  
will be issued and the Rights will become exercisable upon the earlier of:      
(i) 10 days following a public announcement that a person or group of           
affiliated or associated persons (an "Acquiring Person") has acquired, or       
obtained the right to acquire, beneficial ownership of 20% or more of the       
outstanding Common Shares, or (ii) 10 business days (or such later date as      
may be determined by a majority of the Continuing Directors) following the      
commencement of, or announcement of a tender offer or exchange offer the        
consummation of which would result in the beneficial ownership by a person or   
group of 20% or more of the outstanding Common Shares.  The earlier of such     
dates is referred to as the "Distribution Date."                                

ISSUANCE OF RIGHTS CERTIFICATES; EXPIRATION OF RIGHTS                           

 As soon as practicable following the Distribution Date, separate Rights
Certificates will be mailed to holders of record of the Common Shares as of     
the close of business on the Distribution Date and such separate Rights         
Certificates alone will evidence the Rights from and after the Distribution     
Date.  All Common Shares issued prior to the Distribution Date will be issued   
with Rights.  The Rights will expire on the earliest of (i) December 16, 2008   
(the "Final Expiration Date") or (ii) redemption or exchange of the Rights as   
described below.                                                                

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INITIAL EXERCISE OF THE RIGHTS                                                  

Following the Distribution Date, and until one of the further events  
described below, holders of the Rights will be entitled to receive, upon        
exercise and the payment of the Purchase Price, one Common Share.  In the       
event that the Company does not have Common Shares available for all Rights     
to be exercised, or the Board decides that such action is necessary and not     
contrary to the interests of Rights holders, the Company may instead            
substitute cash, assets or other securities for the Common Shares for which     
the Rights would have been exercisable under this provision or as described     
below.                                                                          

RIGHT TO BUY COMPANY COMMON SHARES                                              

Unless the Rights are earlier redeemed, in the event that an Acquiring
Person becomes the beneficial owner of 20% or more of the Company's Common      
Shares then outstanding, then each holder of a Right which has not              
theretofore been exercised (other than Rights beneficially owned by the         
Acquiring Person, which will thereafter be void) will thereafter have the       
right to receive, upon exercise, Common Shares having a value equal to two      
times the Purchase Price. Rights are not exercisable following the occurrence   
of an event as described above until such time as the Rights are no longer      
redeemable by the Company as set forth below.                                   

RIGHT TO BUY ACQUIRING COMPANY STOCK                                            

Similarly, unless the Rights are earlier redeemed, in the event that, 
after an Acquiring Person becomes the beneficial owner of 20% or more of the    
Company's Common Shares then outstanding, (i) the Company is acquired in a      
merger or other business combination transaction, or (ii) 50% or more of the    
Company's consolidated                                                          

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assets or earning power are sold (other than in transactions in the ordinary    
course of business), proper provision must be made so that each holder of a     
Right which has not theretofore been exercised (other than Rights               
beneficially owned by the Acquiring Person, which will thereafter be void)      
will thereafter have the right to receive, upon exercise, shares of common      
stock of the acquiring company having a value equal to two times the Purchase   
Price.                                                                          

EXCHANGE PROVISION                                                              

 At any time after the acquisition by an Acquiring Person of 20% or more
of the Company's outstanding Common Shares and prior to the acquisition by      
such Acquiring Person of 50% or more of the Company's outstanding Common        
Shares, the Board of Directors of the Company may exchange the Rights (other    
than Rights owned by the Acquiring Person), in whole or in part, at an          
exchange ratio of one Common Share per Right.  However, if a majority of the    
Company's Board of Directors is elected by stockholder action by written        
consent, then for a period of 180 days following such election the Rights       
cannot be exchanged if such exchange is reasonably likely to have the purpose   
or effect of facilitating an acquisition of the Company by a person or entity   
who proposed, nominated or supported a director of the Company so elected by    
written consent (an "Interested Person").                                       

REDEMPTION                                                                      

At any time on or prior to the close of business on the earlier of (i)
the Distribution Date, or (ii) the Final Expiration Date of the Rights, the     
Company may redeem the Rights in whole, but not in part, at a price of $0.001   
per Right. However, if a                                                        

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majority of the Company's Board of Directors is elected by stockholder action   
by written consent, then for a period of 180 days following such election the   
Rights cannot be redeemed if such redemption is reasonably likely to have the   
purpose or effect of facilitating an acquisition of the Company by an           
Interested Person.                                                              

ADJUSTMENTS TO PREVENT DILUTION                                                 

The Purchase Price payable, the number of Rights, and the number of   
Common Shares or other securities or property issuable upon exercise of the     
Rights are subject to adjustment from time to time in connection with the       
dilutive issuances by the Company as set forth in the Rights Agreement.  With   
certain exceptions, no adjustment in the Purchase Price will be required        
until cumulative adjustments require an adjustment of at least 1% in such       
Purchase Price.                                                                 

CASH PAID INSTEAD OF ISSUING FRACTIONAL SHARES                                  

No fractional portion less than integral multiples of one Common Share
will be issued upon exercise of a Right and in lieu thereof, an adjustment in   
cash will be made based on the market price of the Common Shares on the last    
trading date prior to the date of exercise.                                     

NO STOCKHOLDERS' RIGHTS PRIOR TO EXERCISE                                       

Until a Right is exercised, the holder thereof, as such, will have no 
rights as a stockholder of the Company (other than any rights resulting from    
such holder's ownership of Common Shares), including, without limitation, the   
right to vote or to receive dividends.                                          

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AMENDMENT OF RIGHTS AGREEMENT                                                   

The terms of the Rights and the Rights Agreement may be amended in any
respect without the consent of the Rights holders on or prior to the            
Distribution Date; thereafter, the terms of the Rights and the Rights           
Agreement may be amended without the consent of the Rights holders in order     
to cure any ambiguities or to make changes which do not adversely affect the    
interests of Rights holders (other than the Acquiring Person).  However, if a   
majority of the Company's Board of Directors is elected by stockholder action   
by written consent, then for a period of 180 days following such election the   
Rights Agreement cannot be amended in any manner reasonably likely to have      
the purpose or effect of facilitating an acquisition of the Company by an       
Interested Person.                                                              

CERTAIN ANTI-TAKEOVER EFFECTS                                                   

The Rights approved by the Board are designed to protect and maximize 
the value of the outstanding equity interests in the Company in the event of    
an unsolicited attempt by an acquiror to take over the Company, in a manner     
or on terms not approved by the Board of Directors.  Takeover attempts          
frequently include coercive tactics to deprive the Company's Board of           
Directors and its stockholders of any real opportunity to determine the         
destiny of the Company. The Rights have been declared by the Board in order     
to deter such tactics, including a gradual accumulation of shares in the open   
market of a 20% or greater position to be followed by a merger or a partial     
or two-tier tender offer that does not treat all stockholders equally.  These   
tactics unfairly pressure stockholders, squeeze them out of their investment    
without giving them any real choice and deprive them of the full value of       
their shares.                                                                   

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The Rights are not intended to prevent a takeover of the Company and  
will not do so.  Subject to the restrictions described above, the Rights may    
be redeemed by the Company at $0.001 per Right at any time prior to the         
Distribution Date.  Accordingly, the Rights should not interfere with any       
merger or business combination approved by the Board of Directors.              

  Issuance of the Rights does not in any way weaken the financial strength
of the Company or interfere with its business plans.  The issuance of the       
Rights themselves has no dilutive effect, will not affect reported earnings     
per share, should not be taxable to the Company or to its shareholders, and     
will not change the way in which the Company's shares are presently traded.     
The Company's Board of Directors believes that the Rights represent a sound     
and reasonable means of addressing the complex issues of corporate policy       
created by the current takeover environment.                                    

However, the Rights may have the effect of rendering more difficult or
discouraging an acquisition of the Company deemed undesirable by the Board of   
Directors.  The Rights may cause substantial dilution to a person or group      
that attempts to acquire the Company on terms or in a manner not approved by    
the Company's Board of Directors, except pursuant to an offer conditioned       
upon the negation, purchase or redemption of the Rights.                        

Item 2.   EXHIBITS.                                                             

         1.   First Amended and Restated Common Shares Rights Agreement, dated
              as of June 24, 1998 between Coherent, Inc. and BankBoston, N.A.,
         including the form of Rights Certificate and the Summary of
        Rights attached thereto as Exhibits A and B, respectively.

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   SIGNATURE

   Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereto duly authorized.                      

COHERENT, INC.      

Date:   6-29-98                                                                 
-------------                                                         
    By:  /s/ Scott H. Miller
                            ------------------------------------------
             Scott H. Miller
                         Senior Vice President & General Counsel

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EXHIBIT INDEX   

                                                                [Download Table]


EXHIBIT                                                                      
NUMBER                            DESCRIPTION                                
--------                          -----------                                
                                                                             
   1.     First Amended and Restated Common Shares Rights Agreement, dated as
          of June 24, 1998 between Coherent, Inc. and BankBoston, N.A.,      
          including the form of Rights Certificate and the Summary of Rights 
          attached thereto as Exhibits A and B, respectively.                

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-A12G/A’ Filing		Date		First		Last			Other Filings
		12/16/08		3					8-K
Filed on:		7/1/98
		6/24/98		2		10
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