As filed with the Securities and Exchange Commission on May 18, 2004
Registration No. 333-46118
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
COHERENT, INC.
(Exact name of Registrant as specified in its charter)
| Delaware (State of Incorporation) |
94-1622541 (I.R.S. Employer Identification Number) |
5100 Patrick Henry Drive
Santa Clara, California 95056
(Address of Principal Executive Offices)
Productivity Incentive Plan
(Full title of the plan)
Scott H. Miller
Senior Vice President and General Counsel
Coherent, Inc.
5100 Patrick Henry Drive
Santa Clara, California 95056
(Name and address of agent for service)
(408) 764-4000
(Telephone number, including area code, of agent for service)
Copy
to:
Bret M. DiMarco, Esq.
Wilson Sonsini Goodrich & Rosati,
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
Telephone: (650) 493-9300
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE PUBLIC: As soon as practicable following the effectiveness of this registration statement
If the securities being registered on this Form are to be offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
We are filing this Post-Effective Amendment No. 1 to our Registration Statement on Form S-8 (File No. 333-46118), (the "Registration Statement"), to deregister the securities remaining unsold under the Registration Statement. The offering contemplated by the Registration Statement has terminated. Therefore, this Post-Effective Amendment No. 1 to the Registration Statement is being filed to terminate the effectiveness of the Registration Statement and to deregister, as of the effective date of this Post-Effective Amendment No. 1, the 76,829 shares remaining unsold under the Registration Statement.
II-1
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 Post-Effective Amendment No. 1 on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto, duly authorized, in the City of Santa Clara, State of California, on April 22, 2004.
| COHERENT, INC. | ||||
By: |
/s/ HELENE SIMONET Helene Simonet Executive Vice President and Chief Financial Officer |
|||
II-2
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to this Form S-8 Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date |
||
|---|---|---|---|---|
/s/ JOHN R. AMBROSEO John R. Ambroseo |
Director, President and Chief Executive Officer (Principal Executive Officer) |
April 22, 2004 |
||
/s/ HELENE SIMONET Helene Simonet |
Executive Vice President and Chief Financial Officer (Principal Accounting Officer) |
April 22, 2004 |
||
* Bernard J. Couillaud |
Director, Chairman of the Board |
April , 2004 |
||
* Henry E. Gauthier |
Director, Vice Chairman of the Board |
April , 2004 |
||
* Charles W. Cantoni |
Director |
April , 2004 |
||
* Frank P. Carrubba |
Director |
April , 2004 |
||
/s/ JOHN H. HART John H. Hart |
Director |
April , 2004 |
||
* Robert J. Quillinan |
Director |
April , 2004 |
||
Lawrence Tomlinson |
Director |
April , 2004 |
| *By: | /s/ SCOTT H. MILLER Scott H. Miller Attorney-in-fact |
April 22, 2004 |
II-3
| Exhibit Number |
Description |
|
|---|---|---|
| 4.1* | Productivity Incentive Plan, as amended. | |
| 5.1* | Opinion and Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation, counsel to the Registrant. | |
| 23.1* | Consent of Deloitte & Touche LLP, Independent Auditors. | |
| 23.2* | Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation, counsel to the Registrant. | |
| 24.1* | Power of Attorney (see page II-4). |