8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 3, 2008

II-VI Incorporated

(Exact Name of Registrant as Specified in Its Charter)

Pennsylvania

(State or Other Jurisdiction of Incorporation)

0-16195	25-1214948
(Commission File Number)	(IRS Employer Identification No.)

375 Saxonburg Boulevard, Saxonburg, Pennsylvania	16056
(Address of Principal Executive Offices)	(Zip Code)

(724) 352-4455

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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 (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 4.01 Changes in Registrant’s Certifying Accountant.

(a) Dismissal of Independent Registered Public Accounting Firm.

Deloitte & Touche LLP (“Deloitte”) was dismissed as the independent registered public accounting firm of II-VI Incorporated (“II-VI”), effective January 3, 2008. The decision to dismiss Deloitte was made by the Audit Committee of the Board of Directors of II-VI (the “Audit Committee”) following a process it undertook to consider the selection of II-VI’s independent registered public accounting firm for II-VI’s fiscal year ending June 30, 2008.

Deloitte’s reports on II-VI’s consolidated financial statements as of and for the years ended June 30, 2007 and 2006 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles, except as follows: Deloitte’s report on the consolidated financial statements of II-VI for the fiscal year ended June 30, 2006 contained a separate paragraph stating that “As discussed in Note A to the Consolidated Financial Statements, effective July 1, 2005, the Company changed its method of accounting for share-based compensation.”

During the fiscal years ended June 30, 2007 and 2006, and through the date of this Current Report on Form 8-K, there were no: (a) disagreements between II-VI and Deloitte on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to Deloitte’s satisfaction, would have caused Deloitte to make reference to the subject matter thereof in connection with its reports on the consolidated financial statements of II-VI for such years; or (b) reportable events, as described under Item 304(a)(1)(v) of Securities and Exchange Commission Regulation S-K (“Regulation S-K”).

As previously reported in II-VI’s Annual Report on Form 10-K for the fiscal year ended June 30, 2006, II-VI concluded that, as of June 30, 2006, a material weakness existed relating to II-VI’s lack of internal expertise and resulting failure to properly execute control procedures designed to evaluate the annual testing for impairment of goodwill for II-VI’s Military Infrared Optics business unit as required by Statement of Financial Accounting Standards No. 142 “Goodwill and Other Intangible Assets” and that, as a result of such material weakness, II-VI did not maintain effective internal control over financial reporting. Because of the material weakness at June 30, 2006, Deloitte expressed an unqualified opinion on management’s assessment of the effectiveness of II-VI’s internal control over financial reporting, but an adverse opinion on the effectiveness of II-VI’s internal control over financial reporting in its report for the year ended June 30, 2006. However, as previously reported in II-VI’s Annual Report on Form 10-K for the year ended June 30, 2007, II-VI concluded that, as of June 30, 2007, it had effectively remediated the material weakness related to controls over the annual testing for impairment of goodwill due to certain personnel completing additional training related to evaluating impairment of goodwill, II-VI’s enhanced review procedures for the annual testing for impairment of goodwill and the successful testing results of operating effectiveness of these remediation steps. Deloitte expressed an unqualified opinion on management’s assessment of the effectiveness of II-VI’s internal control over financial reporting and an unqualified opinion on the effectiveness of II-VI’s internal control over financial reporting in its report for the year ended June 30, 2007.

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II-VI has provided Deloitte with a copy of the foregoing disclosures and requested from Deloitte a letter addressed to the Securities and Exchange Commission indicating whether or not it agrees with such disclosures. A copy of Deloitte’s letter dated January 3, 2008, stating that it agrees with such statements, is attached hereto as Exhibit 16.1.

(b) Engagement of New Independent Registered Public Accounting Firm.

Effective January 3, 2008, Ernst & Young LLP (“Ernst & Young”) was engaged as II-VI’s new independent registered public accounting firm as of and for the year ending June 30, 2008. The decision to engage Ernst & Young was made by the Audit Committee.

During the years ended June 30, 2007 and 2006 and through the date of this Current Report on Form 8-K, neither II-VI, nor any person on its behalf, consulted with Ernst & Young regarding any of the matters or events set forth in Item 304(a)(2)(i) or (ii) of Regulation S-K.

A copy of the press release announcing the change in independent accountants is attached as Exhibit 99.1 to this report.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
16.1	Letter from Deloitte & Touche LLP dated January 3, 2008.
99.1	Press release of II-VI Incorporated dated January 3, 2008.

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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 thereunto duly authorized.

	II-VI INCORPORATED
	(Registrant)
Date: January 3, 2008	By:	/s/ Francis J. Kramer
		Francis J. Kramer
		President and Chief Executive Officer
Date: January 3, 2008	By:	/s/ Craig A. Creaturo
		Craig A. Creaturo
		Chief Financial Officer and Treasurer

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EXHIBIT INDEX

Exhibit No.	Description
16.1	Letter from Deloitte & Touche LLP dated January 3, 2008.
99.1	Press release of II-VI Incorporated dated January 3, 2008.

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EX-16.1

Exhibit 16.1

January 3, 2008

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-7561

Dear Sirs/Madams:

We have read Item 4 of II-VI Incorporated’s Form 8-K dated January 3, 2008, and have the following comments:

1. We agree with the statements made in item 4.01 (a) of the 8-K.

2. We have no basis on which to agree or disagree with the statements made in item 4.01(b) of the 8-K.

Yours truly,

/s/ Deloitte & Touche LLP

Pittsburgh, Pennsylvania

EX-99.1

Exhibit 99.1

Press Release		II-VI Incorporated
		375 Saxonburg Boulevard
		Saxonburg, Pennsylvania 16056
		Telephone (724) 352-4455

Release Date: January 3, 2008	Contact:	Craig A. Creaturo
		Chief Financial Officer and Treasurer
		(724) 352-4455
		ccreaturo@ii-vi.com
		Homepage: www.ii-vi.com

II-VI Incorporated Announces Change

in Independent Registered Public Accounting Firm

PITTSBURGH, PA – January 3, 2008 – II-VI Incorporated (NASDAQ Global Select: IIVI) announced today that it has engaged Ernst & Young LLP as its independent registered public accounting firm to perform the Company’s annual audit for its fiscal year ending June 30, 2008 including the review of the Company’s fiscal second and third quarter financial statements that will be filed during the fiscal year ending June 30, 2008. The Company had previously engaged Deloitte & Touche LLP to perform such audit services.

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 a diversified customer base including industrial manufacturing, military and aerospace, medical radiology, 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, cadmium zinc telluride for gamma radiation detectors, silicon carbide for high-power electronic and microwave applications, and bismuth telluride for thermoelectric coolers.

The Company’s infrared optics business, II-VI Infrared, manufactures optical and opto-electronic components for industrial laser and thermal imaging systems. 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. In the Company’s military & materials business, Exotic Electro-Optics (EEO) manufactures infrared products for military applications, and Pacific Rare Specialty Metals & Chemicals, produces and refines selenium and tellurium materials. In the Company’s Compound Semiconductor Group, the eV PRODUCTS division manufactures and markets solid-state x-ray and gamma-ray sensor products and materials for use in medical, industrial, environmental, scientific and homeland security applications; 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; the Marlow Industries, Inc. subsidiary designs and manufactures thermoelectric cooling and power generation solutions for use in defense, space, photonics, telecommunications, medical, consumer and industrial markets; and, the Advanced Materials Development Center (AMDC) provides expertise in materials development, process development, and manufacturing scale up.

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

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