SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
November 1, 2006
Date of report (Date of earliest event reported)
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EXCEL TECHNOLOGY, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-19306 11-2780242
(State or Other Juris- (Commission File No.) (IRS Employer
diction of Incorporation) Identification No.)
41 Research Way, East Setauket, NY 11733
(Address of principal executive offices, including zip code)
(631) 784-6175
(Registrant's telephone number, including area code)
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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 1.02. TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.
On November 1, 2006, Excel Technology, Inc. (the Company") gave
written notice to Coherent, Inc. of the termination of the Agreement and
Plan of Merger, dated February 21, 2006, between the Company, Coherent,
Inc. and Coherent Merger Corporation, a wholly owned subsidiary of
Coherent, Inc. (the "Agreement"). The Agreement provides that either the
Company or Coherent could give notice of termination thereof in the event
a material foreign anti-trust approval reasonably determined by Coherent
to be required prior to the Merger is not obtained and the merger is not
consummated by October 31, 2006. The notice was precipitated by the
German Federal Cartel Office ("FCO") filing objections to the merger and
the merger not having been consummated by October 31, 2006. The
stockholders of the Company had approved the transaction on April 14,
2006, and U.S. anti-trust approval was received from the Department of
Justice on May 23, 2006. The extensive period of time between such
approval and the filing of objections by the FCO has caused disruption in
the business and operations of the Company which the Company's Board of
Directors determined would be detrimental to the Company and its
stockholders if it continued without the assurance that the transaction
would close.
ITEM 9.01: FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
99.1 Press Release of Excel Technology, Inc. issued
November 1, 2006.
Signatures:
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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 hereunto duly authorized.
Date: November 1, 2006
EXCEL TECHNOLOGY, INC.
By: /s/ Antoine Dominic
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Antoine Dominic
President and Chief Executive Officer
(Principal Executive Officer)
FOR IMMEDIATE RELEASE EXHIBIT 99.1 TO FORM 8-K
Contact: Alice Varisano, CFO
631-784-6175
EXCEL TECHNOLOGY, INC. ANNOUNCES TERMINATION OF
MERGER AGREEMENT WITH COHERENT, INC.
EAST SETAUKET, N.Y. November 1, 2006 - Excel Technology, Inc. (Nasdaq:
XLTC) announced today that it has terminated the Merger Agreement with
Coherent, Inc. (Nasdaq: COHR), pursuant to which Coherent was to acquire
Excel Technology, as a consequence of the prohibition order received by
Coherent from the German Federal Cartel Office and the failure to
consummate the merger by the October 31, 2006 date provided in the Merger
Agreement for the consummation of the Merger.
Antoine Dominic, Chief Executive Officer of Excel Technology, stated, "The
management and employees have been exceptional during last several months
under difficult conditions. They have maintained their commitment, focus
and professionalism in continuing to build Excel as evidenced by our
achievements during this period. We believe that the Company has a strong
foundation and look forward to continuing its growth pattern."
Excel and its wholly owned subsidiaries manufacture and market photonics-
based solutions, consisting of laser systems and electro-optical
components, primarily for industrial/commercial and scientific
applications.
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