XML 33 R22.htm IDEA: XBRL DOCUMENT v3.21.1
Commitments and Contingencies
6 Months Ended
Apr. 03, 2021
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies COMMITMENTS AND CONTINGENCIES
Indemnifications

In the normal course of business, we enter into agreements that contain a variety of representations and warranties and provide for general indemnification. Exposure under these agreements is unknown because claims may be made against us in the future and we may record charges in the future as a result of these indemnification obligations. As of April 3, 2021, we did not have any material indemnification claims that were probable or reasonably possible.
Legal Proceedings

We are subject to legal claims and litigation arising in the ordinary course of business, such as contract-related, product sales and servicing, real estate, product liability, regulatory matters, employment or intellectual property claims.

Although we do not expect that such claims and litigation will ultimately have a material adverse effect on our consolidated financial position, results of operations or cash flows, an adverse result in one or more matters could negatively affect our results in the period in which they occur, or in future periods.

The United States and many foreign governments impose tariffs and duties on the import and export of certain products we sell and purchase. From time to time our customs compliance, product classifications, duty calculations and payments are reviewed or audited by government agencies. Any adverse result in such a review or audit could negatively affect our results in the period in which they occur, or in future periods.

German authorities are currently investigating an export compliance matter involving one of our German subsidiaries involving four former employees (whose employment was terminated following our discovery of this matter). While under German law the subsidiary can be held liable for certain infringements by its employees of German export control laws, we believe that this matter involves less than approximately 1.5 million Euros in transactions in the period currently under investigation and do not believe that the final resolution of this matter will be material to our consolidated financial position, results of operations or cash flows. However, the German government investigation is ongoing and it is possible that substantial payments, fines, penalties or damages could result. Even though we do not currently expect this matter to be material to our consolidated financial position, results of operations or cash flows, circumstances could change as the investigation progresses.

On April 28, 2021, a purported stockholder of the Company filed a complaint in the United States District Court for the Southern District of New York captioned Stein v. Coherent, Inc., et al., Civil Action No. 1:21-cv-3775. The complaint names as defendants the Company and the members of our board of directors. The complaint alleges that the defendants violated Sections 14(a) and 20(a) of the Securities Exchange Act of 1934, as amended, by filing a materially incomplete and misleading Registration Statement on Form S-4 in connection with the Merger. The complaint seeks a preliminary injunction against the closing of the Merger until such time as additional information is disclosed in the Registration Statement on Form S-4, as well as damages. The Company believes the complaint is without merit.

On May 4, 2021, a purported stockholder of the Company filed a complaint in the United States District Court for the District of New Jersey captioned Shirey v. Coherent, Inc., et al., Case 2:21-cv-10698-JMV-AME. The complaint names as defendants the Company and the members of our board of directors. The complaint alleges that the defendants violated Sections 14(a) and 20(a) of the Securities Exchange Act of 1934, as amended, by filing a materially incomplete and misleading Registration Statement on Form S-4 in connection with the Merger. The complaint seeks a preliminary injunction against the closing of the Merger until such time as additional information is disclosed in the Registration Statement on Form S-4, as well as damages. The Company believes the complaint is without merit.

Also on May 4, 2021, a purported stockholder of the Company filed a complaint in the United States District Court for the District of New York captioned Diaz v. Coherent, Inc., et al., Case 1:21-cv-03990. The complaint names as defendants the Company and the members of our board of directors, as well as II-VI Incorporated and Watson Merger Sub Inc. The complaint alleges that the defendants violated Sections 14(a) and 20(a) of the Securities Exchange Act of 1934, as amended, by filing a materially incomplete and misleading Registration Statement on Form S-4 in connection with the Merger. The complaint seeks a preliminary injunction against the closing of the Merger until such time as additional information is disclosed in the Registration Statement on Form S-4, as well as damages. The Company believes the complaint is without merit.

On May 7, 2021, a purported stockholder of the Company filed a complaint in the United States District Court for the Southern District of New York captioned Acosta v. Coherent, Inc., et al., Civil Action No. 1:21-cv-04108. The complaint names as defendants the Company and the members of our board of directors. The complaint alleges that the defendants violated Sections 14(a) and 20(a) of the Securities Exchange Act of 1934, as amended, by filing a materially incomplete and misleading Registration Statement on Form S-4/A in connection with the Merger. The complaint seeks a preliminary injunction against the closing of the Merger until such time as additional information is disclosed in the Registration Statement on Form S-4, as well as damages. The Company believes the complaint is without merit.