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) February 29, 2016 (February 26, 2016)

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 8.01 Other Events.

On February 29, 2016, II-VI Incorporated (the “Company”) issued a press release announcing that it had signed an amendment (the “Second Amendment”) to the Agreement and Plan of Merger (the “Merger Agreement”), dated January 15, 2016 and amended on February 1, 2016, between the Company, Regulus Acquisition Sub, Inc. (“Purchaser”), and ANADIGICS, Inc. (“Anadigics”). Pursuant to the Merger Agreement, Purchaser has commenced a tender offer for all outstanding common stock of Anadigics. Under the Second Amendment, the Company increased the price offered in the tender offer from $0.66 to $0.85 per share in cash, without interest, for an aggregate merger consideration of approximately $78.2 million. In addition, the tender offer, previously scheduled to expire at 11:59 P.M. (New York City time) on March 1, 2016, has been extended until 11:59 P.M. (New York City time) on March 11, 2016, unless further extended.

Under the Second Amendment, the Company, Purchaser and Anadigics have agreed to extend the End Date under the Merger Agreement from April 14, 2016 to May 26, 2016. The parties have also agreed to increase the termination fee payable to the Company under the Merger Agreement (the “Termination Fee”) from $1.2 million to the sum of $1.2 million plus the Company’s expenses incurred in connection with the transaction (up to an aggregate maximum of $1.4 million of expenses). If the Agreement is terminated, the Company would also be entitled to receive the $1.2 million termination fee it paid to GaAs Labs on Anadigics’s behalf pursuant to Anadigics’s merger agreement with GaAs Labs, except if the Agreement is terminated based on a breach by the Company or the failure to obtain a regulatory approval related to the transaction.

The Company has also agreed to make available to Anadigics a line of credit in the maximum amount of $10.0 million, pursuant to a Loan Agreement, dated February 26, 2016, between the Company and Anadigics. The initial advance under the Loan Agreement will be in the amount of $3.5 million and is expected to be made on or about February 29, 2016. Each subsequent advance may be in a maximum amount of $1.5 million. Following the initial $3.5 million advance, Anadigics may request an additional advance on or after the 45th day following the date of the Loan Agreement, and further additional advances may be requested no less than 30 days following the date of the prior advance. In general, advances made by the Company to Anadigics under the Loan Agreement must be repaid upon the closing of the Merger or an earlier termination of the Merger Agreement that results in payment of the Termination Fee, or, if no such closing or termination occurs, on February 26, 2017.

A copy of the related press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit is filed herewith:

Exhibit No.	Description of Exhibit
99.1	Press Release dated February 29, 2016.

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: February 29, 2016	By:	/s/ Mary Jane Raymond
		Mary Jane Raymond
		Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
99.1	Press Release dated February 29, 2016.

EX-99.1

Exhibit 99.1

II-VI Incorporated Amends Merger Agreement with ANADIGICS, Inc. (Nasdaq: ANAD);

Increases Offer Price and Extends Tender Offer

PITTSBURGH, February 29, 2016 /GLOBE NEWSWIRE/ - II-VI Incorporated (Nasdaq:IIVI), a leader in engineered materials and optoelectronic components, announced today that its wholly-owned acquisition subsidiary has increased its offer price to all ANADIGICS shareholders to $0.85 per share in cash. This $0.85 per share offer for all outstanding shares of ANADIGICS, Inc. (Nasdaq:ANAD) (“Anadigics”) is also being extended. The offer was previously scheduled to expire at 11:59 P.M. (New York City time) on March 1, 2016 and has been extended until 11:59 P.M. (New York City time) on March 11, 2016, unless further extended.

On February 26, 2016, the foregoing offer was accepted by Anadigics. Thus, II-VI, II-VI’s acquisition subsidiary Regulus Acquisition Sub, Inc. (Regulus) and Anadigics entered into an amended agreement (the “Second Amendment”) to the Agreement and Plan of Merger (the “Agreement”), dated January 15, 2016 and amended on February 1, 2016, among II-VI, Purchaser and Anadigics. In accordance with the provisions of the Agreement, Regulus has commenced a tender offer to purchase all the issued and outstanding shares of common stock of Anadigics. Following completion of the tender offer, Anadigics would merge into Regulus (the “Merger”). The Second Amendment increased the per share price offered to holders of Anadigics common from $0.66 to $0.85, net to the seller in cash, without interest, less any applicable withholding taxes. Under the Second Amendment, II-VI, Purchaser and Anadigics have agreed to extend the End Date under the Merger Agreement from April 14, 2016 to May 26, 2016. The parties have also agreed to increase the Termination Fee payable to II-VI under the Merger Agreement from $1.2 million to the sum of $1.2 million plus II-VI’s expenses incurred in connection with the transaction (up to an aggregate maximum of $1.4 million of expenses). If the Agreement is terminated, II-VI would also be entitled to receive the $1.2 million termination fee it paid to GaAs Labs on Anadigics’s behalf under Anadigics’s merger agreement with GaAs Labs, except if the Agreement is terminated based on a breach by II-VI or the failure to obtain a regulatory approval related to the transaction.

II-VI has made available to Anadigics a line of credit in the maximum amount of $10.0 million via a loan agreement, dated February 26, 2016, between II-VI and Anadigics. The initial advance under the Loan Agreement will be in the amount of $3.5 million and is expected to be made on or about February 29, 2016. The next advance of $1.5 million cannot be made in less than 45 days. Each subsequent advance may be up to $1.5 million, drawn not less than 30 days following the date of the prior advance.

Computershare Trust Company, N.A., the depositary for the tender offer, has advised Purchaser that, as of 5:00 p.m., New York City time, on February 26, 2015, 188,521 shares of common stock of Anadigics were tendered pursuant to the tender offer, which represented approximately 0.21% of the outstanding shares of common stock of Anadigics. Stockholders who have already tendered their shares of common stock of Anadigics do not have to re-tender their shares or take any other action as a result of the extension of the Tender Offer.

Georgeson Inc. is the Information Agent for the Tender Offer and any questions or requests for the Offer to Purchase and related materials with respect to the Tender Offer may be directed to them, toll-free at (866) 413-5899.

About II-VI Incorporated

II-VI Incorporated, a global leader in engineered materials and opto-electronic components, is a vertically integrated manufacturing company that develops innovative products for diversified applications in the industrial, optical communications, military, life sciences, semiconductor equipment, and consumer markets. Headquartered in Saxonburg, Pennsylvania, with research and development, manufacturing, sales, service, and distribution facilities worldwide, the Company produces a wide variety of application-specific photonic and electronic materials and components, and deploys them in various forms including integrated with advanced software to enable our customers’ success.

Forward-looking Statements

This press release contains forward-looking statements relating to future events and expectations that are based on certain assumptions and contingencies. 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 in this release have a reasonable basis, but there can be no assurance that management’s expectations, beliefs or projections as 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, 2015; (iii) the purchasing patterns of 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; (vi) the Company’s ability to assimilate recently acquired businesses, and risks, costs and uncertainties associated with such acquisitions; and/or (vii) 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
	Mary Jane Raymond, Chief Financial Officer
	(724) 352-4455

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