Coherent 10-K/A 10-1-11
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
(Amendment No. 1)
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(Mark One) |
x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the Fiscal Year Ended October 1, 2011 |
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or |
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o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number: 001-33962
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COHERENT, INC.
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Delaware | 94-1622541 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
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5100 Patrick Henry Drive, Santa Clara, California | 95054 |
(Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: (408) 764-4000
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | | Name of each exchange on which registered |
Common Stock, $0.01 par value | | The NASDAQ Stock Market LLC |
| | Nasdaq Global Select Market |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"). Yes o No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files. Yes x No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer", "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
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Large accelerated filer x | Accelerated filer o | Non-accelerated filer o (Do not check if a smaller reporting company) | Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
As of November 25, 2011, 23,594,170 shares of common stock were outstanding. The aggregate market value of the voting shares
(based on the closing price reported on the NASDAQ Global Select Market on April 1, 2011, of Coherent, Inc., held by nonaffiliates was approximately $1,148,000,000. For purposes of this disclosure, shares of common stock held by persons who own 5% or more of the outstanding common stock and shares of common stock held by each officer and director have been excluded in that such persons may be deemed to be "affiliates" as that term is defined under the Rules and Regulations of the Exchange Act. This determination of affiliate status is not necessarily conclusive.
DOCUMENT INCORPORATED BY REFERENCE
Portions of the registrant's Proxy Statement for the registrant's fiscal 2012 Annual Meeting of Stockholders are incorporated by reference into Part III of the Form 10-K to the extent stated herein. The Proxy Statement or an amended report on Form 10-K will be filed within 120 days of the registrant's fiscal year ended October 1, 2011.
EXPLANATORY NOTE
This Amendment No. 1 to our Annual Report on Form 10-K for the fiscal year ended October 1, 2011, filed with the Securities and Exchange Commission on November 30, 2011 (the “Original Filing”), is filed solely to furnish our XBRL interactive data files in Exhibit 101 as required by Rule 405 of Regulation S-T. No other changes have been made to the Original Filing and this amendment does not reflect events that have occurred subsequent to the Original Filing date.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| | COHERENT, INC. |
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Date: December 21, 2011 | | BY: /S/ HELENE SIMONET |
| | Helene Simonet |
| | Executive Vice President and Chief Financial Officer |
| | (Principal Financial and Accounting Officer) |
EXHIBIT INDEX
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Exhibit Number | | Exhibit |
10.7‡ | | Variable Compensation Plan, as amended (1) |
10.8‡ | | Fiscal 2011 Variable Compensation Plan Payout Scale for Named Executive Officers (1) |
10.9‡** | | Fiscal 2012 Variable Compensation Plan Payout Scale for Named Executive Officers (1) |
10.22‡ | | Form of Performance RSU Agreement under the 2011 Equity Incentive Plan. (1) |
10.23‡ | | Form of Time-Based RSU Agreement under the 2011 Equity Incentive Plan. (1) |
21.1 | | Subsidiaries (1) |
23.1 | | Consent of Independent Registered Public Accounting Firm (1) |
24.1 | | Power of Attorney (see signature page) (1) |
31.1 | | Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (1) |
31.2 | | Certification of Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (1) |
32.1 | | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (1) |
32.2 | | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (1) |
101.INS | | XBRL Instance Document (2) |
101.SCH | | XBRL Taxonomy Extension Schema Document (2) |
101.CAL | | XBRL Taxonomy Extension Calculation Linkbase Document (2) |
101.DEF | | XBRL Taxonomy Extension Definition Linkbase Document (2) |
101.LAB | | XBRL Taxonomy Extension Label Linkbase Document (2) |
101.PRE | | XBRL Taxonomy Extension Presentation Linkbase Document (2) |
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(1) | | Filed as an exhibit to Coherent, Inc.'s Annual Report on Form 10-K for the fiscal year ended October 1, 2011, filed with the Securities and Exchange Commission on November 30, 2011. |
(2) | | Furnished herewith. Pursuant to Rule 406T of Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections. |
** | | Portions of this exhibit are redacted and confidential treatment has been requested. |
‡ | | Identifies management contract or compensatory plans or arrangements required to be filed as an exhibit. |