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) November 8, 2004
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II-VI Incorporated
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(Exact Name of Registrant as Specified in Its Charter)
Pennsylvania
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(State or Other Jurisdiction of Incorporation)
0-16195 25-1214948
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(Commission File Number) (IRS Employer Identification No.)
375 Saxonburg Boulevard, Saxonburg, Pennsylvania 16056
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(Address of Principal Executive Offices) (Zip Code)
(724) 352-4455
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(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))
Page 2
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes
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in Fiscal Year.
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On November 8, 2004, II-VI Incorporated (the "Company") amended
its Articles of Incorporation to increase the authorized number of
shares of common stock to 100,000,000 shares from 30,000,000 shares.
The amendment was approved by a vote of the shareholders at the
Company's Annual Meeting of Shareholders held November 5, 2004. The
full text of the Company's Amended and Restated Articles of
Incorporation is filed as Exhibit 3.1 to this Current Report on Form
8-K.
Item 8.01 Other Events.
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On November 8, 2004, the Company issued a press release
entitled, "II-VI Incorporated Announces Shareholders' Meeting Results
and Committees of the Board of Directors."
The full text of the Company's press release is filed as
Exhibit 99.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits.
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(c) The following exhibits are being filed pursuant to Item 601 of
Regulation S-K and General Instruction B to this Form:
3.1 Amended and Restated Articles of Incorporation of
II-VI Incorporated
99.1 Press Release
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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: November 10, 2004 By: /s/ Carl J. Johnson
Carl J. Johnson
Chairman and Chief Executive Officer
Date: November 10, 2004 By: /s/ Craig A. Creaturo
Craig A. Creaturo
Chief Financial Officer and Treasurer
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EXHIBIT INDEX
Exhibit No. Description
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3.1 Amended and Restated Articles of Incorporation of
II-VI Incorporated
99.1 Press Release