8-K

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

Date of Report (date of earliest event reported):  January 5, 2009

COHERENT, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-33962	94-1622541
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification Number)

5100 Patrick Henry Drive

Santa Clara, CA 95054

(Address of principal executive offices)

(408) 764-4000

(Registrant’s telephone number, including area code)

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 1.01.Entry into a Material Definitive Agreement

On January 5, 2009, Coherent, Inc. (the “Company”) entered into an amendment to its letter agreement dated January 31, 2008 with Oliver Press Partners, LLC, Oliver Press Investors, LLC, Augustus Oliver and Clifford Press (collectively, “OPP”).  The principal purpose of the amendment was to extend the term of the letter agreement for an additional year and to make other conforming changes.  Under the letter agreement, as amended, the Board of Directors of the Company (the “Board”) will include Clifford Press in the slate of directors for the upcoming 2009 annual meeting.  In addition, on January 6, 2009, the Board appointed Mr. Press to its Nominating and Governance Committee.  A copy of the amendment to the letter agreement is filed herewith as Exhibit 10.1.  For a further description of the letter agreement, please see the Form 8-K filed by the Company on February 5, 2008.

ITEM 9.01.            Financial Statements and Exhibits

(d)           Exhibits

Exhibit No.	Description
10.1	Amendment to Letter Agreement among the Company, Oliver Press Partners, LLC, Oliver Press Investors, LLC, Augustus Oliver and Clifford Press

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SIGNATURES

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, INC.
Date: January 8, 2009
	By: /s/ Bret M. DiMarco
	Bret M. DiMarco
	Executive Vice President and
	General Counsel

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EX-10.1

Exhibit 10.1

January 5, 2009

Oliver Press Partners, LLC

152 West 57th Street

New York, NY  10019

Re:Amendment No. 1 to Letter Agreement

Ladies and Gentlemen:

This letter agreement (this “Agreement”) amends certain of the provisions of the letter agreement dated January 31, 2008 (the “Prior Letter Agreement”) by and among Coherent, Inc., a Delaware corporation (the “Company”), on the one hand, and Oliver Press Partners, LLC, Oliver Press Investors, LLC, Augustus K. Oliver and Clifford Press (hereinafter collectively referred to as the “OPP Parties”), on the other hand.  Capitalized terms used but not defined in this Agreement shall have the meanings given to them in the Prior Letter Agreement.  For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Prior Letter Agreement is hereby amended as follows:

1.The second sentence of Section 1(a) of the Prior Letter Agreement is amended to read:

“The Company shall include Clifford Press among its slate of candidates (the “Slate”) to be presented to the stockholders of the Company at the Company’s next annual meeting of stockholders to be held in 2009, including any postponement or adjournment thereof (the “Next Annual Meeting”).”

2.The last sentence of Section 1(a) of the Prior Letter Agreement shall be deleted.

3.The phrase “date of the Next Annual Meeting and Clifford Press’ election to the Board” in the first sentence of Section 1(d) of the Prior Letter Agreement shall be replaced with “date of this letter agreement”.

4.The phrase “If Clifford Press is elected to the Board at the Next Annual Meeting, for” in the first sentence of Section 1(e) of the Prior Letter Agreement shall be replaced with “For”.

5.The phrase “if he is elected to the Board at the Next Annual Meeting, he will owe” in the first sentence of Section 1(f) of the Prior Letter Agreement shall be replaced with “he owes”.

6.The phrase “For a period beginning on the date hereof and continuing until (x) the first (1st) anniversary of the Next Annual Meeting if Clifford Press is elected to the Board at the Next Annual Meeting, or” in the first sentence of Section 4 shall be replaced with “For a period beginning on the date hereof and continuing until the earlier to occur of (x) the first (1st) anniversary of the Next Annual Meeting and”.

If the foregoing is acceptable, kindly sign and return a duplicate copy of this Agreement to the undersigned.

Very truly yours,
COHERENT, INC.
By:	/s/ John R. Ambroseo
Name: John R. Ambroseo, PhD
Title: Chief Executive Officer and President

Agreed to by:
OLIVER PRESS PARTNERS, LLC
By:	/s/ Augustus K. Oliver
Name: Augustus K. Oliver
Title: Managing Member
OLIVER PRESS INVESTORS, LLC
By:	/s/ Clifford Press
Name: Clifford Press
Title: Managing Member
AUGUSTUS K. OLIVER
/s Augustus K. Oliver
CLIFFORD PRESS
/s/ Clifford Press