March 5, 2013
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-3628
Attention: Russell Mancuso
Brian Soares
Brian Cascio
Andri Boerman
Re: Coherent, Inc.
Form 10-K for the Year Ended September 29, 2012
Filed November 28, 2012
Response submitted February 11, 2013
File No. 001-33962
Ladies and Gentlemen:
Coherent, Inc. (the “Company”) hereby submits this letter in response to additional comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter dated February 26, 2013, relating to the Company’s Form 10-K filed November 28, 2012 (File No. 001-33962).
In this letter, we have recited the Staff’s comments in italicized, bold type and have followed each comment with our response.
Management’s Discussion and Analysis of Financial Condition and Results of Operations, Page 26
1. Refer to the revision in your response to prior comment 2. You seem to be referring merely to likely fluctuations, rather than clearly explaining the trend mentioned in your October 31, 2012 conference call that excimer systems are becoming a larger portion of your revenue making you more susceptible to wider swings in revenue. Please note the requirements of Regulation S-K Item 303(a)(3)(ii), and confirm to us that your future filings will describe clearly known trends or uncertainties as required by that Item.
In response to the Staff’s comments, we confirm that in future filings we will describe clearly known trends or uncertainties as required by Regulation S-K Item 303(a)(3)(ii).
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The Company acknowledges that:
· The Company is responsible for the adequacy and accuracy of the disclosure in the filings;
· Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filings; and
· The Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Please direct your questions or comments regarding the Company’s responses to the undersigned at (408) 764-4161. Thank you for your assistance.
| Sincerely, |
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| COHERENT, INC. |
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| /s/ Helene Simonet |
| Helene Simonet |
| Executive Vice President and |
| Chief Financial Officer |
cc: Bret DiMarco, Coherent, Inc.
Jose Macias, Wilson Sonsini Goodrich & Rosati
Joe Maglione, Deloitte & Touche
