Attached files

file filename
8-K - FROM 8-K - II-VI INCd253525d8k.htm
EX-3.1 - AMENDED AND RESTATED ARTICLES OF INCORPORATION - II-VI INCd253525dex31.htm
EX-3.2 - AMENDED AND RESTATED BY-LAWS - II-VI INCd253525dex32.htm
EX-31.1.1 - AMENDED AND RESTATED ARTICLES OF INCORPORATION (MARKED TO SHOW CHANGES) - II-VI INCd253525dex3111.htm
EX-3.2.1 - AMENDED AND RESTATED BY-LAWS (MARKED TO SHOW CHANGES) - II-VI INCd253525dex321.htm

Exhibit 99.1

 

 

 

Press

Release

   LOGO   

II-VI Incorporated

375 Saxonburg Boulevard

Saxonburg, Pennsylvania 16056

Telephone (724) 352-4455

 

 

II-VI Incorporated Announces Results of Shareholders’ Meeting

and Board of Director Appointments; Provides Update on Thailand Flooding

PITTSBURGH, PA – November 8, 2011 (GLOBE NEWSWIRE) — II-VI Incorporated (Nasdaq:IIVI) announced the results of its Annual Meeting of Shareholders held on Friday, November 4, 2011. Elected to the Company’s Board of Directors for the first time was Howard H. Xia. Re-elected to the Company’s Board of Directors were Carl J. Johnson, Thomas E. Mistler and Joseph J. Corasanti.

In addition to the election of directors, the shareholders of the Company also approved the following proposals:

 

   

An amendment to the II-VI Incorporated Amended and Restated Articles of Incorporation (the “Articles”) to increase the number of shares of common stock that are authorized for issuance from 100,000,000 to 300,000,000 shares;

 

   

An amendment to the Articles for the adoption of majority voting of directors and the related elimination of cumulative voting in the election of directors in order to effect majority voting;

 

   

An amendment of the business purpose clause of the Articles to reflect a change in the governing statute under Pennsylvania law;

 

   

An advisory vote on the Company’s executive compensation;

 

   

An advisory vote to conduct future advisory votes on the Company’s executive compensation every year; and

 

   

Ratification of the Audit Committee’s selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2012.

Immediately following the Annual Meeting of Shareholders, the Company’s Board of Directors appointed Carl J. Johnson as Chairman of the Board of Directors and Thomas E. Mistler as Lead Independent Director of the Board of Directors.

The Company’s Board of Directors also appointed the following directors to serve as members of the various committees of the Board of Directors:

 

   

Audit Committee

Wendy F. DiCicco, Chairwoman

Joseph J. Corasanti

Thomas E. Mistler

 

   

Compensation Committee

Peter W. Sognefest, Chairman

Joseph J. Corasanti

Wendy F. DiCicco

Marc Y.E. Pelaez

– more –

 

 


 

II-VI Incorporated

November 8, 2011

Page 2

 

   

Corporate Governance and Nominating Committee

Thomas E. Mistler, Chairman

Joseph J. Corasanti

Wendy F. DiCicco

Peter W. Sognefest

 

   

Subsidiary Committee

Marc Y.E. Pelaez, Chairman

Joseph J. Corasanti

Wendy F. DiCicco

Carl J. Johnson

Thomas E. Mistler

Peter W. Sognefest

Howard H. Xia

The Company’s Board of Directors also elected the following individuals as officers of the Company:

 

Francis J. Kramer    President and Chief Executive Officer
Vincent D. Mattera, Jr.    Executive Vice President
James Martinelli    Vice President – Military & Materials Business
Craig A. Creaturo    Chief Financial Officer and Treasurer

Update on Thailand Flooding Impact

As the Company reported in its October 25, 2011 first quarter fiscal year 2012 earnings release, Fabrinet, a company that manufactures certain products for the Company (specifically, for the Company’s recently-acquired Aegis Lightwave, Inc. subsidiary), and manufactures products for certain of the Company’s customers using II-VI products, reported that on October 22, 2011 flood waters had infiltrated the manufacturing facilities at its Chokchai location in Pathum Thani, Thailand. Additional information released by Fabrinet on November 7, 2011 indicated that production at the Chokchai location will not recommence during the quarter ending December 31, 2011, and likely for significantly longer, and Fabrinet acknowledged that it may never again manufacture at the Chokchai location. As of today, the Company is unable to estimate the complete financial impact to the Company relating to these events. The Company is currently evaluating the situation and anticipates quantifying the impact to the guidance issued on October 25, 2011 for the quarter ending December 31, 2011 and the fiscal year ending June 30, 2012 no later than December 19, 2011.

About II-VI Incorporated

II-VI Incorporated, the worldwide leader in crystal growth technology, is a vertically-integrated manufacturing company that creates and markets products for diversified markets including industrial manufacturing, military

 

– more –


 

II-VI Incorporated

November 8, 2011

Page 3

 

and aerospace, high-power electronics and telecommunications, and thermoelectronics applications. Headquartered in Saxonburg, Pennsylvania, with manufacturing, sales, and distribution facilities worldwide, the Company produces numerous crystalline compounds including zinc selenide for infrared laser optics, silicon carbide for high-power electronic and microwave applications, and bismuth telluride for thermoelectric coolers.

In the Company’s infrared optics business, II-VI Infrared manufactures optical and opto-electronic components for industrial laser and thermal imaging systems and HIGHYAG Lasertechnologie GmbH (HIGHYAG) manufactures fiber-delivered beam delivery systems and processing tools for industrial lasers.

In the Company’s near-infrared optics business, VLOC manufactures near-infrared and visible light products for industrial, scientific, military and medical instruments, and laser gain materials and products for solid-state YAG and YLF lasers. Photop Technologies, Inc. (Photop) manufactures crystal materials, optics, microchip lasers and opto-electronic modules for use in optical communication networks and other diverse consumer and commercial applications. Aegis Lightwave, Inc. (Aegis) manufactures tunable optical devices required for high speed optical networks that provide the bandwidth expansion necessary for increasing internet traffic. Through its Australian subsidiary, AOFR, Aegis also manufactures fused fiber components, including those required for fiber lasers for material processing applications, as well optical couplers used primarily in the telecommunication industry.

In the Company’s military & materials business, Exotic Electro-Optics (EEO) manufactures infrared products for military applications, Pacific Rare Specialty Metals & Chemicals (PRM) produces and refines selenium and tellurium materials and Max Levy Autograph, Inc. (MLA) manufactures micro-fine conductive mesh patterns for optical, mechanical and ceramic components for applications such as circuitry, metrology standards, targeting calibration and suppression of electro-magnetic interference.

In the Company’s advanced products group (formerly the compound semiconductor group), the Wide Bandgap Materials (WBG) group manufactures and markets single crystal silicon carbide substrates for use in the solid-state lighting, wireless infrastructure, RF electronics and power switching industries; Marlow Industries, Inc. (Marlow) designs and manufactures thermoelectric cooling and power generation solutions for use in defense, space, photonics, telecommunications, medical, consumer and industrial markets; and the Worldwide Materials Group (WMG) provides expertise in materials development, process development and manufacturing scale up.

This press release contains forward-looking statements based on certain assumptions and contingencies that involve risks and uncertainties. The forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and relate to the Company’s performance on a going-forward basis.

The forward-looking statements in this press release involve risks and uncertainties, which could cause actual results, performance or trends to differ materially from those expressed in the forward-looking statements herein or in previous disclosures. The Company believes that all forward-looking statements made by it have a reasonable basis, but there can be no assurance that management’s expectations, beliefs or projections as

 

– more –


 

II-VI Incorporated

November 8, 2011

Page 4

 

expressed in the forward-looking statements will actually occur or prove to be correct. In addition to general industry and global economic conditions, factors that could cause actual results to differ materially from those discussed in the forward-looking statements in this press release include, but are not limited to: (i) the failure of any one or more of the assumptions stated above to prove to be correct; (ii) the risks relating to forward-looking statements and other “Risk Factors” discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2011; (iii) the purchasing patterns from customers and end-users; (iv) the timely release of new products, and acceptance of such new products by the market; (v) the introduction of new products by competitors and other competitive responses; and/or (vi) the Company’s ability to devise and execute strategies to respond to market conditions. The Company disclaims any obligation to update information contained in these forward-looking statements whether as a result of new information, future events or developments, or otherwise.

 

CONTACT:    II-VI Incorporated
   Craig A. Creaturo, Chief Financial Officer and Treasurer
   (724) 352-4455
   ccreaturo@ii-vi.com

#   #   #   #