UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 3.01 Notice of Delisting of Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
In connection with the mandatory conversion of all outstanding shares (the “Shares”) of Coherent Corp.’s (the “Company”) 6.00% Series A Mandatory Convertible Preferred Stock, no par value (the “Preferred Stock”), on July 3, 2023, in accordance with the terms of the Preferred Stock, the Company has notified the New York Stock Exchange (the “NYSE”) of the conversion and has requested that the NYSE suspend trading of the Preferred Stock on the NYSE and file with the Securities and Exchange Commission (the “SEC”) a notification of removal from listing on Form 25 with respect to the delisting and deregistration of the Preferred Stock under Section 12(b) of the Securities Exchange Act of 1934 (the “Exchange Act”). The Company intends to file with the SEC a Form 15 suspending the Company’s reporting obligations with respect to the Preferred Stock under Sections 13 and 15(d) of the Exchange Act.
Item 8.01 Other Events.
The information set forth in Item 3.01 is incorporated by reference into this Item 8.01.
On July 3, 2023, all outstanding Shares of Preferred Stock automatically converted into shares of the Company’s Common Stock, no par value per share (the “Common Stock”), and cash (without interest) in lieu of any fractional shares pursuant to the terms of the Preferred Stock as set forth in that certain Statement with Respect to Shares, a copy of which was filed as Exhibit 3.03 to the Company’s Annual Report on Form 10-K (File No. 001-39375) filed on November 24, 2021, which also is filed as Exhibit 3.01 to this Current Report on Form 8-K and incorporated herein by reference. The conversion rate for each Share of Preferred Stock was 4.4523 shares of Common Stock, subject to receipt of cash (without interest) in lieu of any fractional shares. Upon the mandatory conversion of the Shares of Preferred Stock, there were no outstanding Shares of Preferred Stock.
Item 9.01 Financial Statements and Exhibits.
(d) | Exhibits |
Exhibit No. |
Description | |
3.01 | Statement with Respect to Shares, filed with the Pennsylvania Department of State Corporations Bureau and Effective July 6, 2020 (incorporated by reference to Exhibit 3.03 to the Company’s Annual Report on Form 10-K (File No. 001-39375) filed on November 24, 2021). | |
104.0 | Cover Page Interactive Data File (embedded within the inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Coherent Corp. | ||||||
Date: July 3, 2023 | By: | /s/ Ronald Basso | ||||
Ronald Basso | ||||||
Chief Legal and Compliance Officer and Secretary |