Item 8.01. Other Events.

In connection with the filing of a Registration Statement on Form S-3 by II-VI Incorporated (the "Company") on the date hereof, the Company is filing herewith certain unaudited pro forma condensed combined financial information (collectively, the "Pro Forma Financial Information"). The Pro Forma Financial Information is derived from (i) the audited historical financial statements of the Company and its consolidated subsidiaries, of Finisar Corporation ("Finisar") and its consolidated subsidiaries and of Coherent, Inc. ("Coherent") and its consolidated subsidiaries; and (ii) from the unaudited historical financial statements of the Company and its consolidated subsidiaries, of Finisar and its consolidated subsidiaries and of Coherent and its consolidated subsidiaries, and, in each case, adjusted to give effect to the pending acquisition of Coherent by the Company and the related transactions (collectively, the "Transactions"), which remains subject to customary closing conditions.

The pro forma adjustments reflected in the Pro Forma Financial Information have been made solely for informational purposes. As a result, the Pro Forma Financial Information is not intended to represent and does not purport to be indicative of what the combined company financial condition or results of operations would have been had the Transactions occurred at an earlier date. In addition, the Pro Forma Financial Information does not purport to project the future financial condition and results of operations of the combined company. The actual results of the combined company may differ significantly from those reflected in the Pro Forma Financial Information.

The Pro Forma Financial Information is being filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.






(d) Exhibits




99.1       Unaudited Pro forma Condensed Combined Financial Information of II-VI
         Incorporated, Finisar Corporation and Coherent, Inc. and the related notes
         thereto.

104      Cover Page Interactive Data File (embedded within the Inline XBRL document).

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