UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
July 28, 2011
Date of Report (Date of earliest event reported)
IPG PHOTONICS CORPORATION
(Exact name of registrant as specified in its charter)
| |
|
|
|
|
|
| Delaware
|
|
0001-33155
|
|
04-3444218 |
| (State or Other Jurisdiction
|
|
(Commission File No.)
|
|
(IRS Employer |
| of Incorporation)
|
|
|
|
Identification No.) |
50 Old Webster Road
Oxford, Massachusetts 01540
(Address of Principal Executive Offices, including Zip Code)
Registrant’s telephone number, including area code: (508) 373-1100
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
|
|
| Item 2.02. |
|
Results of Operations and Financial Condition |
On August 2, 2011, IPG Photonics Corporation (the “Company”) announced its financial
results for the quarter ended June 30, 2011. The full text of the press release issued in
connection with the announcement is furnished as Exhibit 99.1 to this Current Report on
Form 8-K.
The information on this Form 8-K pertaining to Item 2.02 (including Exhibit 99.1)
shall not be deemed “filed” for purposes of Section 18 of the Securities Act of 1934, as
amended (the “Exchange Act”, or otherwise subject to the liabilities of that Section, nor
shall it be deemed incorporated by reference in any filing by the Company under the
Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by
specific reference in such a filing.
On July 28, 2011, the Company amended its 2006 Stock Incentive Plan. One of the
amendments makes a conforming change to Section 4.3 of the 2006 Stock Incentive Plan so
that provision is now consistent the Plan amendments approved at the 2011 Annual Meeting of
Stockholders in May 2011. In particular, the stockholders approved changes to eliminate the
ability of the Company to reprice awards granted under the 2006 Stock Incentive Plan. The
Company also amended Section 5.1 of the 2006 Stock Incentive Plan so that shares
surrendered in connection with the exercise of an option or those as payment for tax
withholding requirements will not be available for grant under the Plan.
The foregoing descriptions of the 2006 Stock Incentive Plan and the amendments to it
do not purport to be complete and are qualified in their entirety by reference to the 2006
Stock Incentive Plan, as amended, a copy of which is attached as an exhibit to this Current
Report on Form 8-K and is incorporated herein by reference.
|
|
|
| Item 9.01. |
|
Financial Statements and Exhibits |
(d) Exhibits
10.1 2006 Stock Incentive Plan, as amended
The following exhibit relating to Item 2.02 shall be deemed to be furnished, and not
filed:
99.1 Press Release issued by IPG Photonics Corporation on August 2, 2011.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the
undersigned thereunto duly authorized.
| |
|
|
|
|
| |
IPG PHOTONICS CORPORATION
|
|
| August 2, 2011 |
By: |
/s/ Timothy P.V. Mammen
|
|
| |
|
Timothy P.V. Mammen |
|
| |
|
Vice President and Chief Financial Officer |
|