form8k.htm
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
July
23, 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
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0001-33155
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04-3444218
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File No.)
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(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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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On
July 23, 2009, IPG Photonics Corporation (the “Company”) announced that it
updated guidance for the quarter ended June 30, 2009. The full text of the press
release issued in connection with the announcement is furnished as
Exhibit 99.1 to this Current Report on Form 8-K.
The
information on this Form 8-K (including Exhibit 99.1) shall not be deemed
“filed” for purposes of Section 18 of the Securities Act of 1934, as
amended (the “Exchange Act”, or otherwise subject to the liabilities of that
Section, nor shall it be deemed incorporated by reference in any filing by the
Company under the Securities Act of 1933, as amended, or the Exchange Act,
except as expressly set forth by specific reference in such a
filing.
(d) Exhibits
The
following exhibit relating to Item 2.02 shall be deemed to be furnished,
and not filed:
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99.1
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Press
Release issued by IPG Photonics Corporation on July 23,
2009.
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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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July
23, 2009
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By:
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/s/ Angelo P. Lopresti
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Angelo
P. Lopresti
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Vice
President, General Counsel and Corporate Secretary
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EXHIBIT
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NUMBER
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DESCRIPTION
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99.1
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Press
Release issued by IPG Photonics Corporation on July 23,
2009.
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Exhibit
99.1
News
Release
IPG
Photonics Updates Guidance for Second-Quarter
Oxford, Massachusetts – July 23, 2009
– IPG Photonics Corporation (Nasdaq: IPGP) today revised its guidance for
the second quarter ended June 30, 2009. The Company anticipates revenues in the
range of $40 to $41 million and a net loss per share in the range of $0.03 to
$0.04 for the second quarter of 2009. The Company had previously
expected revenue in the range of $39 to $45 million and earnings per share in
the range of $0.01 to $0.07.
“Although
we expect to report second-quarter revenue within our original guidance range,
we anticipate that earnings per share will be below the range provided on May 5,
2009,” said Dr. Valentin Gapontsev, IPG’s Chief Executive
Officer. “Expected earnings are lower than anticipated due to lower
absorption of fixed costs due to a reduction in the level of inventory during
the period, as well as greater than anticipated pricing pressures related to the
current macro-economic and competitive environments. We expect that
pricing pressure will continue as long as the global economic downturn is having
a negative effect on sales volumes in the industry. In addition, we
increased R&D expenses in the quarter to aggressively accelerate the
development of a series of new products. Despite the small loss, IPG
generated positive cash flow substantially due to a reduction in inventory
levels and lower capital expenditure levels.”
“While
visibility remains limited, we believe that the Materials Processing market will
likely remain soft throughout the remainder of the year,” added
Gapontsev. “At the same time, we are encouraged that sales of high
power lasers increased compared with prior year levels in the otherwise weak
Materials Processing market. In addition, it is promising that sales
for Medical, Communications and Advanced Applications grew over the second
quarter of last year.”
“The book
to bill ratio for the second quarter exceeded 1:1 for the first time since Q3
2008. Further, our shippable backlog at June 30, 2009 was higher than at the end
of the first quarter 2009,” concluded Gapontsev.
The
Company expects to provide revenue and earnings per share guidance for the third
quarter of 2009 when it reports its second-quarter 2009 financial results on
August 4, 2009 on a conference call at 10:00 a.m. ET. To listen to a
webcast of the call, please visit the Company’s website at www.ipgphotonics.com. Individuals
may also listen to the call via telephone by dialing (877) 407-5790 or (201)
689-8328. Interested parties unable to participate in the live call
may access an archived version of the webcast in the “Investors” section of
IPG’s website.
About
IPG Photonics Corporation
IPG
Photonics Corporation is the world leader in high-power fiber lasers and
amplifiers. Founded in 1990, IPG pioneered the development and commercialization
of optical fiber-based lasers for use in a wide range of applications such as
materials processing, advanced applications, telecommunications and medical
applications. Fiber lasers have revolutionized the industry by delivering
superior performance, reliability and usability at a lower total cost of
ownership compared with conventional lasers, allowing end users to increase
productivity and decrease operating costs. IPG has its headquarters in Oxford,
Massachusetts, and has additional plants and offices throughout the world. For
more information, please visit www.ipgphotonics.com.
Safe
Harbor Statement
Information
and statements provided by the Company and its employees, including statements
in this press release, that relate to future plans, events or performance are
forward-looking statements. These statements involve risks and
uncertainties. Any statements in this press release that are not
statements of historical fact are forward-looking statements, including, but not
limited to, those relating to pricing levels, the Company’s revenue and EPS
guidance for the second quarter of 2009, and conditions in the Materials
Processing market. Factors that could cause actual results to differ
materially include risks and uncertainties, including risks associated with the
strength or weakness of the business conditions in industries and geographic
markets that the Company serves, particularly the effect of economic downturns,
reduction in customer capital expenditures, potential order cancellations and
push-outs and financial and credit market issues, the Company’s ability to
penetrate new applications for fiber lasers and increase market share, the rate
of acceptance and penetration of IPG’s products, effective management of growth,
level of fixed costs from its vertical integration, intellectual property
infringement claims and litigation, interruption in supply of key
components, manufacturing risks, inventory write-downs, foreign
currency fluctuations, competitive factors including declining average selling
prices, building and expanding field service and support operations,
uncertainties pertaining to customer orders, demand for products and services,
development of markets for the Company's products and services and other risks
identified in the Company's SEC filings. Readers are encouraged to refer
to the risk factors described in the Company's Annual Report on Form 10-K (filed
with the SEC on March 12, 2009) and its periodic reports filed with the SEC, as
applicable. Actual results, events and performance may differ
materially. Readers are cautioned not to rely on the forward-looking
statements, which speak only as of the date hereof. The Company
undertakes no obligation to update the forward-looking statements that may be
made to reflect events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events.
IPGP-G