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) March 16, 2016 (March 15, 2016)

II-VI Incorporated

(Exact Name of Registrant as Specified in Its Charter)

Pennsylvania	0-16195	25-1214948
(State or Other Jurisdiction of Incorporation)	(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 7.01 Regulation FD Disclosure.

On March 16, 2016, II-VI Incorporated (the “Company”) issued a press release announcing updated earnings guidance for the third fiscal quarter ending March 31, 2016. A copy of that press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in Item 7.01 of this Current Report on Form 8-K, including the portions of the exhibit furnished pursuant to Item 9.01 related to the Company’s updated earnings guidance, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities under that Section. Furthermore, the information in Item 7.01 of this Current Report on Form 8-K, including the portions of the exhibit furnished pursuant to Item 9.01 related to the Company’s updated earnings guidance, shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933.

Item 8.01 Other Events.

On March 16, 2016, the Company issued a press release announcing that it had completed its previously announced acquisition of ANADIGICS, Inc. (“Anadigics”). Pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated January 15, 2016 and as amended on February 1, 2016 and February 26, 2016, between the Company, Regulus Acquisition Sub, Inc. (“Purchaser”), and Anadigics, on March 14, 2016, Purchaser successfully completed its tender offer for all outstanding common stock of Anadigics and, pursuant to Section 251(h) of the Delaware General Corporation Law, was merged with and into Anadigics on March 15, 2016. Following the completion of the merger, Anadigics is now a wholly-owned subsidiary of II-VI.

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.

Pursuant to General Instruction B to Form 8-K, the portions of the exhibit filed herewith related to matters other than the Company’s updated earnings guidance are deemed to be “filed” rather than furnished. The following exhibit is filed herewith:

Exhibit No.	Description of Exhibit
99.1	Press Release dated March 16, 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: March 16, 2016	By:	/s/ Mary Jane Raymond
		Mary Jane Raymond
		Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
99.1	Press Release dated March 16, 2016.

EX-99.1

Exhibit 99.1

II-VI Incorporated Completes its Acquisition of ANADIGICS, Inc.;

Updates its Outlook for Q3 FY 16

PITTSBURGH, March 16, 2016 /GLOBE NEWSWIRE/ - II-VI Incorporated (Nasdaq:IIVI), a leader in engineered materials and optoelectronic components, announced today that it has successfully completed its acquisition of ANADIGICS, Inc. (“Anadigics”) (Nasdaq: ANAD) for approximately $78.2 million in cash. The purchase price was funded primarily from the Company’s existing capacity under its credit facility.

The Company has also updated its outlook for Q3 FY16 previously issued on January 26, 2016. Revenue is updated to $190M to $198M from the prior range of $185M to $195M. Adjusted EPS, excluding one-time items, is expected to be $0.26-$0.29/share, inside the Company’s original guidance range of $0.25 to $0.29/share. The results exclude one-time items, but do include the results of operations for two months of EpiWorks (acquired on February 1, 2016), and the results of Anadigics from March 15 to March 31, 2016. One-time items are expected to range from $0.05 to $0.06/share and include investment banking and legal fees and one-time expense for fair value inventory adjustments. EPS on a reported basis is now expected to be $0.21 to $0.23/share.

The Company has begun its evaluation of assets and integration with the leadership teams of EpiWorks and Anadigics. This work is expected to give rise to additional one-time costs. Wunderlich Securities acted as financial advisor to II-VI. The Company will provide greater details and guidance for the remainder of fiscal year 2016 on its earnings call presently scheduled for Tuesday, April 26, 2016 at 9:00am Eastern Standard Time.

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

# # # #