EX-FILING FEES 5 d376533dexfilingfees.htm EXHIBIT 107 Exhibit 107

Exhibit 107

Calculation of Filing Fee Table

Form S-8

(Form Type)

II-VI Incorporated

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

 

  Security Type     

Security

Class

Title

  

Fee

  Calculation  

Rule (2)

  

Amount

  Registered (1)  

 

Proposed

  Maximum  

Offering

Price Per

Unit (2)

  

  Maximum  

Aggregate

Offering

Price (2)

  

Fee

  Rate  

  

Amount of

  Registration  

Fee

Equity

   Common Stock, no par value    Other    12,958,877
shares (3)
  $51.06    $661,680,259.62      $0.0000927      $61,337.76

Total Offering Amounts

       $661,680,259.62         $61,337.76

Total Fee Offsets

                

Net Fee Due

                 $61,337.76

 

(1)

This Registration Statement also registers additional securities to be offered or issued upon any adjustment or change made to the registered securities by reason of any stock split, stock dividend, recapitalization or similar transaction effected without the receipt of consideration which results in an increase in the number of II-VI Incorporated’s (the “Registrant”) outstanding shares of common stock, no par value (“Common Stock”), as permitted by Rule 416(a) and Rule 416(b) under the Securities Act of 1933, as amended (the “Securities Act”).

(2)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Securities Act. The fee is calculated on the basis of the average of the high and low trading prices for the Common Stock on The Nasdaq Global Select Market on June 30, 2022, which was $51.06.

(3)

Represents (i) 1,999,523 shares of the Registrant’s Common Stock issuable pursuant to restricted stock units granted pursuant to the Coherent, Inc. 2011 Equity Incentive Plan or the Coherent, Inc. Equity Incentive Plan (the “Coherent Equity Incentive Plans”) that were assumed by the Registrant in connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of March 25, 2021 (the “Merger Agreement”), by and among the Registrant, Watson Merger Sub Inc. and Coherent, Inc. and (ii) 10,959,354 shares of the Registrant’s Common Stock issuable under the Coherent Equity Incentive Plans, the unused capacity of which was assumed by the Registrant in connection with the consummation of the transactions contemplated by the Merger Agreement.