UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
June
9, 2009
Date of Report (Date of earliest
event reported)
IPG
PHOTONICS CORPORATION
(Exact
name of registrant as specified in its charter)
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Delaware
(State or Other
Jurisdiction
of
Incorporation)
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0001-33155
(Commission File
No.)
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04-3444218
(IRS
Employer
Identification
No.)
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50
Old Webster Road
Oxford,
Massachusetts 01540
(Address
of Principal Executive Offices, including Zip Code)
Registrant’s
telephone number, including area code: (508) 373-1100
Not
Applicable
(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:
□ 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))
On June
9, 2009, IPG Photonics Corporation (the “Company”) amended provisions of its
2008 Employee Stock Purchase Plan (the “Purchase Plan”). The purpose
of the Purchase Plan is to provide employees with an opportunity to purchase
shares of the Company’s Common Stock through accumulated payroll
deductions. The Board approved modifications on June 9, 2009 to allow
the Purchase Plan to be offered to employees of subsidiaries and affiliates of
the Company located outside of the United States. The foregoing
description of the modifications to the Purchase Plan does not purport to be
complete and is qualified in its entirety by reference to the Purchase Plan, as
amended, a copy of which is attached as an exhibit to this Current Report on
Form 8-K and is incorporated herein by reference.
Certain
directors and officers of IPG Photonics Corporation (the “Company”) adopt from
time to time pre-arranged trading plans (each, a “Plan”) designed to comply with
Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, and the
Company’s policies regarding stock transactions. Under Rule 10b5-1,
directors, officers and other persons who are not in possession of material
non-public information may adopt a plan or contract for pre-arranged sales of
Company securities under specified conditions and at specified times. Using
these Plans, insiders can gradually diversify their investment portfolios,
spread stock trades out over an extended period of time to reduce market impact
and avoid concerns about transactions occurring at a time when they might
possess inside information.
The Plan
adopted by Timothy Mammen, Vice President and Chief Financial Officer of the
Company, provides for the sale of up to a total of 175,285 shares over a period
ending December 2010, unless terminated sooner in certain circumstances. Of
these shares, 83,334 shares will be acquired through the exercise of stock
options. Shares will be sold under the Plan on the open market at
prevailing market prices, subject to minimum price thresholds.
The
Company does not undertake to report Plans that may be adopted by any directors
or officers of the Company in the future, or to report any modification or
termination of any Plan, except to the extent required by law.
Item 9.01
– Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit
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Number
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Description
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10.1
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2008
Employee Stock Purchase Plan, as
amended.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this Current Report on Form 8-K to be signed on its
behalf by the undersigned thereunto duly authorized.
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IPG
PHOTONICS CORPORATION
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June
15, 2009
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/s/
Angelo P. Lopresti
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Angelo
P. Lopresti
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Vice
President, General Counsel & Secretary
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Exhibits
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Exhibit
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Number
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Description
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10.1
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2008
Employee Stock Purchase Plan, as
amended.
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