UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
| (Mark One) | ||
/x/ |
Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended: September 29, 2001 |
|
| OR | ||
| / / | Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to | |
Commission File Number: 0-5255
COHERENT, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 94-1622541 | |
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification No.) |
5100 Patrick Henry Drive, Santa Clara, California 95054
(Address of principal executive offices, including zip code)
(408) 764-4000
(Registrant's telephone number, including area code)
Securities
registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value per share
Common Stock Purchase Rights
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes /x/ No / /
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. /x/
As of January 7, 2002, 28,613,883 shares of Common Stock were outstanding. The aggregate market value of the voting shares (based upon the closing price reported by the Nasdaq National Market on January 7, 2002) of Coherent, Inc., held by nonaffiliates was $703,139,044.58.
For purposes of this disclosure, shares of Common Stock held by persons who own 5% or more of the outstanding Common Stock and shares of Common Stock held by each officer and director have been excluded in that such persons may be deemed to be "affiliates" as that term is defined under the Rules and Regulations of the Act. This determination of affiliate status is not necessarily conclusive.
DOCUMENTS INCORPORATED BY REFERENCE
None.
EXPLANATORY NOTE
This Annual Report on Form 10-K/A ("Form 10-K/A") is being filed as Amendment No. 1 to the Registrant's Annual Report on Form 10-K for the fiscal year ended September 29, 2001. This Form 10-K/A is filed with the Securities and Exchange Commission (the "Commission") solely for the purpose of revising and restating the following items in their entirety.
Item 10. Directors and Executive Officers of the Company
Directors
The names of the directors of the Company and certain information about them are set forth below.
| Name of Director |
Age |
Director Since |
Principal Occupation |
|||
|---|---|---|---|---|---|---|
Bernard J. Couillaud, PhD |
57 |
1996 |
President and Chief Executive Officer |
|||
| Henry E. Gauthier(1)(3) | 61 | 1983 | Chairman of the Board of Directors | |||
| Charles W. Cantoni(2)(3) | 66 | 1983 | Owner, Cantoni Consulting | |||
| Frank P. Carrubba(2)(3) | 64 | 1989 | Retired Chief Technical Officer, Phillips Electronics N.V. | |||
| John H. Hart(1)(2) | 55 | 2000 | Retired Sr. Vice President and Chief Technical Officer, 3Com Corporation |
|||
| Jerry E. Robertson(1)(2) | 69 | 1994 | Retired Executive Vice President, Life Sciences Sector and Corporate Services Division, 3M |
|||
| Robert J. Quillinan | 54 | 2001 | Executive Vice President and Chief Financial Officer |
Except as set forth below, each of the nominees has been engaged in his principal occupation set forth above during the past five years. There is no family relationship between any director or executive officer of the Company. Refer to "Officers" for information relating to Dr. Couillaud and Mr. Quillinan.
Mr. Gauthier retired as President and COO of the Company in July 1996.
Mr. Cantoni has been the owner of Cantoni Consulting, a company providing management and medical marketing consulting services, since June 1998. Prior to founding Cantoni Consulting, Mr. Cantoni was Vice President, Quinton Instruments, Inc., a manufacturer of medical instrumentation products, a position he held from October 1994 until June 1998. From August 1988 until September 1994, he was President of ImageComm Systems, Inc., a value added reseller of medical image processing systems.
Mr. Robertson retired from 3M in 1994. He is a member of the board of directors of Steris Corporation and Choice Hotels International.
Mr. Hart retired from 3Com Corporation in September 2000. From September 2000 until September 2001 he was a Fellow at 3Com. Mr. Hart serves on the board of directors of PLX Technologies, Inc.
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Officers
The names, ages and office of all of the executive officers of the Company are set forth below.
| Name of Officer |
Age |
Office Held |
||
|---|---|---|---|---|
| Bernard J. Couillaud, PhD | 57 | President and Chief Executive Officer | ||
| Robert J. Quillinan | 54 | Executive Vice President and Chief Financial Officer | ||
| John R. Ambroseo, PhD | 40 | Executive Vice President and Chief Operating Officer | ||
| Vittorio Fossati-Bellani, PhD | 54 | Executive Vice President, President and General Manager Coherent Telecom-Actives Group |
||
| Kevin McCarthy | 45 | Executive Vice President & Chief Information Officer | ||
| Ronald A. Victor | 57 | Executive Vice President, Human Resources | ||
| Scott H. Miller | 47 | Senior Vice President and General Counsel | ||
| Larry W. Sonsini | 60 | Secretary |
There are no family relationships between any of the executive officers and directors.
Dr. Couillaud has served as President and Chief Executive Officer as well as a member of the Board of Directors since July 1996. He served as Vice President and General Manager of Coherent Laser Group from March 1992 to July 1996. From July 1990 to March 30, 1992, he served as Manager of the Advanced Systems Business Unit, and from September 1987 to 1990, he served as Director of Research and Development for the Coherent Laser Group. From November 1983, when he joined Coherent, to September 1987, Dr. Couillaud held various managerial positions. Dr. Couillaud received his PhD in Chemistry from Bordeaux University, Bordeaux, France.
Mr. Quillinan has served as Executive Vice President and Chief Financial Officer since July 1984 and as a member of our Board of Directors since June 2001. He served as Vice President and Treasurer from March 1982 to July 1984 and as Corporate Controller from May 1980 to March 1982. Mr. Quillinan received his MS degree in Accounting from Clarkson University and is a CPA.
Dr. Ambroseo was appointed Chief Operating Officer on June 11, 2001. He has served as our Executive Vice President and President and General Manager of the Coherent Photonics Group since September 2000. From September 1997 to September 2000, Dr. Ambroseo served as our Executive Vice President and as President and General Manager of the Coherent Laser Group. From March 1997 to September 1997, he served as our Scientific Business Unit Manager. From August 1988, when Dr. Ambroseo joined Coherent, until March 1997 served as Product Marketing Manager, National Sales Manager and Director of European Operations. Dr. Ambroseo received his PhD in Chemistry from the University of Pennsylvania.
Dr. Fossati-Bellani has served as our Executive Vice President and as President and General Manager of the Coherent Telecom-Actives Group since September 2000. From September 1997 to September 2000 he served as Executive Vice President and as President and General Manager of the Coherent Semiconductor Group. From May 1992 to September 1997, Dr. Fossati-Bellani served as our Diode Laser Business Unit Manager. From December 1979, when he joined our Italian office, to May 1992, Dr. Fossati-Bellani served in the capacity of Scientific Sales Engineer, Product Manager, Director of Marketing, Director of Business Development, and Scientific Business Unit Manager for the Coherent Laser Group. Dr. Fossati-Bellani received his PhD degree in Physics from the University of Milano, Italy.
Mr. McCarthy has served as Executive Vice President and Chief Information Officer since May 2000. From August 1999 to May 2000, he was Chief Information Officer for Unisphere Solutions, Inc., a subsidiary of Siemens AG, a large diversified industrial company. From
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September 1993 to July 1999, he was Vice President Information Technology for General Instrument, Inc., a company that develops and sells interactive video, voice and data products. Mr. McCarthy received a BS degree from Lafayette College and an MBA from the Wharton School of Business.
Mr. Victor has served as Executive Vice President of Human Resources since May 2000. From August 1999 to May 2000, he was our Corporate Vice President of Human Resources. He was Vice President of Human Resources for the Coherent Medical Group from September 1997 to August 1999. Between November 1996 and September 1997, he was Vice President Human Resources for Netsource Communication, Inc., an internet advertisement and communication company. From November 1995 to November 1996, Mr. Victor served as Vice President of Human Resources for Micronics Computers, Inc., a manufacturer of computer components. Between January 1982 to September 1995 he was Vice President of Human Resources of Syntex, a pharmaceutical company. Mr. Victor received a BA degree from American International College and an MA degree from Springfield College.
Mr. Miller has served as our General Counsel since October 1988 and as Senior Vice President since March 1994. Mr. Miller received a BA degree in Economics from UCLA and a JD from Stanford Law School.
For over five years, Mr. Sonsini has served as the Company's Secretary and a member of the law firm of Wilson, Sonsini, Goodrich & Rosati, P.C.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's officers and directors, and persons who own more than ten percent of a registered class of the Company's equity securities to file reports of ownership and changes in ownership with the Securities and Exchange Commission (the "SEC") and the National Association of Securities Dealers. Such officers, directors and ten-percent stockholders are also required by SEC rules to furnish the Company with copies of all forms that they file pursuant to Section 16(a). Based solely on its review of the copies of such forms received by the Company, or on written representations from certain reporting persons that no other reports were required for such persons, the Company believes that, during fiscal 2001, its officers, directors and ten-percent stockholders complied with all applicable Section 16(a) filing requirements.
Item 11. Executive Compensation
Summary Compensation
The following table shows, as to the Chief Executive Officer and each of the other four most highly compensated executive officers whose salary plus bonus exceeded $100,000, information concerning compensation awarded to, earned by or paid for services to the Company in all capacities
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during the last three fiscal years (to the extent that such person was the Chief Executive Officer and/or executive officer, as the case may be, during any part of such fiscal year):
| Name |
Year |
Salary ($) |
Bonus ($) |
Awards Options (#) |
All Other Compensation ($) |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Bernard J. Couillaud, PhD President and Chief Executive Officer |
2001 2000 1999 |
$ |
495,078 422,503 363,467 |
$ |
658,432 519,459 302,571 |
200,000 110,000 60,000 |
$ |
31,738 30,064 27,530 |
(1) |
|||||
John Ambroseo, PhD Executive Vice President and Chief Operating Officer |
2001 2000 1999 |
$ |
335,400 267,887 240,292 |
(3) |
$ |
390,682 350,074 267,814 |
150,000 58,000 30,000 |
$ |
16,683 12,461 13,714 |
(2) |
||||
Robert J. Quillinan Executive Vice President and Chief Financial Officer |
2001 2000 1999 |
$ |
284,634 243,279 222,665 |
$ |
233,666 202,731 130,662 |
70,000 36,000 22,000 |
$ |
15,920 15,290 15,067 |
(4) |
|||||
Vittorio Fossati-Bellani, PhD Executive Vice President, President and General Manager Coherent Telecom- Actives Group |
2001 2000 1999 |
$ |
266,547 223,275 189,566 |
$ |
228,835 217,498 153,813 |
75,000 41,000 18,000 |
$ |
15,004 13,455 11,998 |
(5) |
|||||
Kevin McCarthy Executive Vice President and Chief Information Officer |
2001 2000 |
$ |
235,690 120,993 |
$ |
161,089 31,312 |
15,000 40,000 |
$ |
2,328 199 |
(6) |
|||||
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Stock Option Grants and Exercises
The following table shows, as to the individuals named in the Summary Compensation Table above, information concerning stock options granted during the fiscal year ended September 29, 2001.
Option Grants in Last Fiscal Year
| |
Individual Grants |
|
|
||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
Potential Realizable Value at Assumed Annual Rates of Stock Price Appreciation for Option Term (3) |
||||||||||||||
| |
|
% of Total Options Granted to Employees In Fiscal Year (2) |
|
|
|||||||||||
| |
Number of Securities Underlying Options Granted (#) (1) |
|
|
||||||||||||
| Name |
Exercise Price ($/sh) |
Expiration Date |
|||||||||||||
| 5% ($) |
10% ($) |
||||||||||||||
| Bernard J. Couillaud, PhD | 200,000 | 13.08 | $ | 32.50 | 4/3/07 | $ | 2,210,622 | $ | 5,015,147 | ||||||
Robert J. Quillinan |
70,000 |
4.58 |
$ |
32.50 |
4/3/07 |
$ |
773,718 |
$ |
1,755,301 |
||||||
John Ambroseo, PhD |
100,000 50,000 |
6.54 3.27 |
$ $ |
32.50 32.89 |
4/3/07 6/18/07 |
$ |
1,105,311 559,287 |
$ |
2,507,573 1,268,832 |
||||||
Vittorio Fossati-Bellani, PhD |
75,000 |
4.90 |
$ |
32.50 |
4/3/07 |
$ |
828,983 |
$ |
1,880,680 |
||||||
Kevin McCarthy |
15,000 |
.98 |
$ |
32.50 |
4/3/07 |
$ |
165,797 |
$ |
376,136 |
||||||
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The following table shows, as to the individuals named in the Summary Compensation Table above, information concerning stock options exercised during the fiscal year ended September 29, 2001 and the value of unexercised options at such date.
Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values
| |
|
|
Number of Securities Underlying Unexercised Options/SARs at September 29, 2001 (#)(2) |
|
|
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
|
|
Value of Unexercised In-the-Money Options at September 29, 2001 ($)(3) |
||||||||||||
| Name |
Shares Acquired on Exercise (#) |
Value Realized ($)(1) |
|||||||||||||
| Exercisable |
Unexercisable |
Exercisable |
Unexercisable |
||||||||||||
| Bernard J. Couillaud, PhD | 12,000 | $ | 191,250 | 192,000 | 370,000 | $ | 3,008,175 | $ | 751,500 | ||||||
Robert J. Quillinan |
4,728 |
$ |
75,353 |
55,016 |
128,000 |
$ |
843,071 |
$ |
275,550 |
||||||
John Ambroseo, PhD |
0 |
— |
39,230 |
230,000 |
$ |
643,242 |
$ |
275,550 |
|||||||
Vittorio Fossati-Bellani, PhD |
16,614 |
$ |
404,943 |
0 |
134,000 |
— |
$ |
225,450 |
|||||||
Kevin McCarthy |
0 |
— |
10,000 |
45,000 |
$ |
0 |
$ |
0 |
|||||||
Director Compensation
In fiscal year 2001, members of the Board of Directors who were not employees of the Company received $16,000 plus $1,500 per meeting attended plus $750 per committee meeting attended and were reimbursed for their expenses incurred in attending such meetings.
The Company's 1990 Directors' Stock Option Plan (the "Directors' Option Plan") was adopted by the Board of Directors on December 8, 1989 and was approved by the stockholders on March 29, 1990. The Directors' Option Plan was amended by the Board of Directors on January 25, 1996, and the amendment was approved by the stockholders on March 20, 1996. The Directors' Option Plan terminated on December 8, 1999 and no further options will be granted under this plan. The Directors' Option Plan provided for the automatic and non-discretionary grant of a non-statutory stock options to purchase 20,000 shares of the Company's Common Stock to each non-employee director on the later of the effective date of the Directors' Option Plan or the date on which such person became a director. Thereafter, during the term of the Directors' Option Plan, each non-employee director was automatically granted a non-statutory stock option to purchase 5,000 shares of Common Stock on the date of and immediately following each Annual Meeting of Stockholders at which such non-employee director was reelected to serve on the Board of Directors, if, on such date, he or she had served on the Board for at least three months. Such plan provided that the exercise price shall be equal to the fair market value of the Common Stock on the date of grant of the options.
Two non-employee directors each have been granted options to purchase 65,000 shares of the Company's Common Stock under the Directors' Option Plan at a weighted average exercise price of $11.62 per share. One non-employee director has been granted options to purchase 45,000 shares of
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the Company's Common Stock under such plan at a weighted average exercise price of $13.73 per share. One non-employee director has been granted options to purchase 30,000 shares of the Company's Common Stock under such plan at a weighted average exercise price of $21.33 per share. As of the fiscal year ended September 29, 2001, options have been granted to purchase 295,000 shares under the Directors' Option Plan.
The Company's 1998 Directors' Stock Option Plan (the "1998 Directors' Plan") was adopted by the Board of Directors on November 24, 1998 and was approved by the stockholders on March 17, 1999. 100,000 shares of Common Stock were reserved for issuance thereunder. Under the terms of the 1998 Directors' Plan, the number of shares reserved for issuance thereunder is increased each year by the number of shares necessary to restore the total number of shares reserved to 100,000 shares. The 1998 Director's Plan replaced the Directors' Option Plan which expired on December 8, 1999. Like its predecessor, the 1998 Directors' Plan provides for the automatic and non-discretionary grant of a non-statutory stock options to purchase 20,000 shares of the Company's Common Stock to each non-employee director on the date on which such person becomes a director. Thereafter, each non-employee director will be automatically granted a non-statutory stock option to purchase 5,000 shares of Common Stock on the date of and immediately following each Annual Meeting of Stockholders at which such non-employee director is reelected to serve on the Board of Directors, if, on such date, he or she has served on the Board for at least three months. Such plan provides that the exercise price shall be equal to the fair market value of the Common Stock on the date of grant of the options.
Four non-employee directors have each been granted options to purchase 10,000 shares of the Company's Common Stock under such plan at a weighted average exercise price of $56.88. One non-employee director has been granted options to purchase 25,000 shares of the Company's Common Stock under such plan at a weighted average exercise price of $68.20 per share. As of the fiscal year ended September 29, 2001, options have been granted to purchase 70,000 shares under the 1998 Directors' Plan.
The following table shows options granted to each director of the Company during the last fiscal year. All options were granted under the 1998 Directors' Plan, except for the options granted to Dr. Couillaud and Mr. Quillinan, which were granted under the Company's 1995 Stock Plan.
Option Grants to Directors During Last Fiscal Year
| Name |
Number of Options |
|
|---|---|---|
| Bernard J. Couillaud, PhD | 200,000 | |
| Robert J. Quillinan | 70,000 | |
| Henry E. Gauthier | 5,000 | |
| Charles W. Cantoni | 5,000 | |
| Frank P. Carrubba | 5,000 | |
| John H. Hart | 5,000 | |
| Jerry E. Robertson | 5,000 |
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As of January 7, 2002, 178,000 shares had been issued on exercise of such options. The following table shows, as to each non-employee director, information concerning options exercised under the Directors' Option Plan during the last fiscal year:
Option Exercises in Last Fiscal Year by Directors
| Name |
Shares Acquired On Exercise |
Value Realized(1) |
|||
|---|---|---|---|---|---|
| Charles W. Cantoni | 5,000 | $ | 130,438 | ||
| Frank Carrubba | 5,000 | $ | 111,875 | ||
| Henry E. Gauthier(2) | 22,000 | $ | 581,680 | ||
| John H. Hart | — | $ | 0 | ||
| Jerry E. Robertson | 10,000 | $ | 189,063 | ||
Other Employee Benefit Plans
Employee Retirement and Investment Plan and Supplementary Retirement Plan
Effective January 1, 1979, the Company adopted the Coherent Employee Retirement and Investment Plan. Employees become eligible to participate after completing one year of service. Under this plan, the Company will match employee contributions to the plan up to a maximum of 6% of the individual's employee earnings. An employee is not entitled to any part of the Company's contribution until the completion of his or her third year of employment. After the end of the third year of employment, 20% of the Company's contribution vests. Thereafter, an additional 20% of the Company's contribution vests at the end of each year of completed service until the end of the seventh year of employment when such contributions become 100% vested. Effective as of 1985, the plan was amended and restated to conform the plan to new regulations and to qualify under Section 401(k) of the Internal Revenue Code of 1986, as amended to permit employees to make contributions to the plan from their pre-tax earnings. Effective January 1, 1990, the Company adopted the Supplementary Retirement Plan which provides that certain senior management may contribute income to a trust fund. The Company will match such contributions up to 6% of the participant's income. Such contributions are subject to the same vesting requirements as contributions made under the Employment Retirement and Investment Plan.
Variable Compensation Plan
The Company's Variable Compensation Plan provides for the payment of quarterly cash bonuses to members of management designated by the Board of Directors determined by a formula based on improvements of pre-tax profits and asset management over preset threshold levels, sales growth and rate of profitability for each operating group or business unit. Those employees who participate in the Plan who are not assigned to an operating group or business unit receive an average of such amounts.
Productivity Incentive Plan
Under the Company's Productivity Incentive Plan (the "Incentive Plan"), 450,000 shares of Common Stock were initially reserved, and as of the fiscal year ended September 29, 2001, 86,262
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shares of Common Stock were available for issuance to employees of the Company and its designated subsidiaries who are customarily employed for at least twenty hours per week. The purpose of the Incentive Plan is to enhance an employee's proprietary interest in the Company and to create an incentive for the Company's success.
The Incentive Plan provides for the quarterly distribution of cash or Common Stock, at the election of each participant, based upon the quarterly profitability of the Company. The amount of cash or number of shares of Common Stock distributed to each participant is determined by dividing a participant's "incentive compensation" by the fair market value of the Company's Common Stock at the end of each three-month period.
Employee Stock Purchase Plan
The Company's Employee Stock Purchase Plan (the "Purchase Plan") was adopted by the Board of Directors and approved by the stockholders in 1980. A total of 4,575,000 shares of Common Stock have been reserved under the Purchase Plan, and as of the end of fiscal year 2001, 1,423,267 shares of Common Stock remained available for issuance thereunder. The Purchase Plan permits employees who are employed for at least twenty hours per to purchase Common Stock of the Company, through payroll deductions at the lower of 85% of the fair market value of the Common Stock at the beginning or at the end of each six-month period. Payroll deductions may not exceed 10% of an employee's compensation. The Purchase Plan provides for two offerings during each fiscal year, each having a duration of six months.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth as of January 7, 2002 certain information with respect to the beneficial ownership of the Company's Common Stock by (i) any person (including any "group" as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) known by the Company to be the beneficial owner of more than 5% of the Company's voting securities, (ii) each director and each nominee for director to the Company, (iii) each of the executive
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officers named in the Summary Compensation Table appearing herein, and (iv) all executive officers and directors of the Company as a group.
| Name and Address |
Number of Shares (1) |
Percent of Total |
|||
|---|---|---|---|---|---|
| Oppenheimer Funds, Inc.(2) 777 Central Blvd. Carldstadt, NJ 07072 |
3,168,000 | 11.07 | % | ||
PRIMECAP Management(3) 225 S. Lake Ave, #400 Pasadena, CA 91101 |
2,420,000 |
8.46 |
% |
||
Franklin Advisers, Inc.(4) 777 Mariners Blvd. San Mateo, CA 94404 |
2,161,907 |
7.56 |
% |
||
Bernard, J. Couillaud, PhD(5) |
241,876 |
* |
|||
Henry E. Gauthier(6) |
96,330 |
* |
|||
Robert J. Quillinan(7) |
66,568 |
* |
|||
John Ambroseo, PhD(8) |
47,500 |
* |
|||
Vittorio Fossati-Bellani, PhD |
13,543 |
* |
|||
Kevin McCarthy(9) |
10,589 |
* |
|||
Frank Carrubba(10) |
30,000 |
* |
|||
Jerry Robertson |
25,000 |
* |
|||
Charles W. Cantoni(11) |
17,000 |
* |
|||
John H. Hart(12) |
5,000 |
* |
|||
All directors and executive officers as a group (12 persons)(13) |
627,260 |
2.16 |
% |
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Item 13. Certain Relationships and Related Transactions
The following table sets forth information with respect to all executive officers of the Company who had indebtedness outstanding during the past fiscal year. This indebtedness arose as a result of the delivery of promissory notes in connection with the exercise of stock options.
| Name |
New Loans During 2001 |
Interest Rates |
Maturity Date(s) |
Largest Amount Outstanding During 2001 |
Balance at September 29, 2001 |
||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| John Ambroseo, PhD | — | — | — | $ | 225,183 | $ | 0 | ||||||
| Bernard Couillaud, PhD | $ | 232,798 | 4.83-8.50 | % | 3/1/04-3/16/06 | $ | 693,205 | $ | 344,449 | ||||
| Vittorio Fossati-Bellani, PhD | $ | 77,649 | 6.50 | % | 8/31/06 | $ | 612,486 | $ | 77,649 | ||||
| Scott Miller | — | 4.83-6.71 | % | 3/1/04-5/24/05 | $ | 608,609 | $ | 608,609 | |||||
| Robert Quillinan | $ | 91,722 | 8.5 | % | 3/16/06 | $ | 99,992 | $ | 91,722 | ||||
All promissory notes are full recourse and are secured by the shares of Common Stock of the Company issued upon exercise of the options. Interest is paid annually.
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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to Form 10-K on Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized on this 24th day of January 2002.
| COHERENT, INC. | ||||
By: |
/s/ ROBERT J. QUILLINAN Robert J. Quillinan Director, Executive Vice President & Chief Financial Officer |
|||
Pursuant to the requirements of the Securities Exchange Act of 1934, this Amendment No. 1 to Form 10-K on Form 10-K/A has been signed below by the following persons on January 24, 2002 on behalf of the Registrant and in the capacities and on the dates indicated:
| Signatures |
Title |
|
|---|---|---|
| * Bernard J. Couillaud, PhD |
Director, President & Chief Executive Officer (Principal Executive Officer) |
|
/s/ ROBERT J. QUILLINAN Robert J. Quillinan |
Director, Executive Vice President & Chief Financial Officer |
* Henry E. Gauthier |
Director, Chairman of the Board |
|
* Charles W. Cantoni |
Director |
|
* Frank Carrubba |
Director |
|
* John Hart |
Director |
|
* Jerry E. Robertson |
Director |
*By: |
/s/ ROBERT J. QUILLINAN |
|||
Robert J. Quillinan Attorney-in-Fact |
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