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As filed with the Securities and Exchange Commission on May 14, 2004

Registration No. 333-            



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933


COHERENT, INC.
(Exact name of Registrant as specified in its charter)

Delaware
(State of Incorporation)
  94-1622541
(I.R.S. Employer Identification Number)

5100 Patrick Henry Drive
Santa Clara, California 95056

(Address of Principal Executive Offices)


2001 Stock Plan
(Full title of the plan)


Scott H. Miller
Senior Vice President and General Counsel
Coherent, Inc.
5100 Patrick Henry Drive
Santa Clara, California 95056
(Name and address of agent for service)

(408) 764-4000
(Telephone number, including area code, of agent for service)


Copy to:

Bret M. DiMarco, Esq.
Wilson Sonsini Goodrich & Rosati,
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
Telephone: (650) 493-9300


CALCULATION OF REGISTRATION FEE


Title of Securities to
be Registered

  Amount
to be Registered

  Proposed Maximum
Offering Price
Per Share(1)

  Proposed Maximum
Aggregate Offering
Price(1)

  Amount of
Registration Fee


Common Stock, $0.01 par value per share, to be issued under the 2001 Stock Plan   3,500,000   $25.335   $88,672,500   $11,235

  Total   3,500,000       $88,672,500   $11,235

(1)
The Proposed Maximum Offering Price Per Share and Proposed Maximum Aggregate Offering Price are estimated in accordance with Rule 457(c) promulgated under the Securities Act of 1933 solely for the purpose of calculating the amount of registration fee based on the average of the high and low sale prices per share of the Common Stock as reported on the Nasdaq National Market on May 7, 2004.





PART II

INFORMATION REQUIRED IN REGISTRATION STATEMENT


Item 3.    Incorporation of Documents by Reference.

        The following documents and information heretofore filed by Registrant with the Securities and Exchange Commission are hereby incorporated by reference in this Registration Statement:

        1.     The Registrant's Annual Report on Form 10-K, as amended, for the fiscal year ended September 27, 2003, filed pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act");

        2.     The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended December 27, 2003; and

        3.     The description of the Registrant's Common Stock contained in the Registrant's Registration Statement on Form 8-A dated November 23, 1970, and any further amendment or report filed hereafter for the purpose of updating such description.

        All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents.


Item 4.    Description of Securities.

        Not applicable.


Item 5.    Interests of Named Experts and Counsel.

        Not applicable.


Item 6.    Indemnification of Directors and Officers.

        Section 145 of the Delaware General Corporation Law authorizes a court to award, or a corporation's Board of Directors to grant, indemnification to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Act). The Registrant's Bylaws provides for the mandatory indemnification of its directors and officers and permissible indemnification of employees and other agents to the maximum extent permitted by the Delaware General Corporation Law. The Registrant has entered into an indemnification agreement with each of its officers and directors that provides the Registrant's officers and directors with indemnification to the maximum extent permitted by the Delaware General Corporation Law. In addition, the Registrant's Certificate of Incorporation provides that, pursuant to Delaware law, its directors shall not be liable for monetary damages for a breach of the directors' fiduciary duty as a director, provided that such liability does not arise from certain proscribed conduct. The Registrant also currently maintains officer and director liability insurance.


Item 7.    Exemption from Registration Claimed.

        Not Applicable.

II-1




Item 8.    Exhibits.

Exhibit
Number

  Description

4.1

 

2001 Stock Plan, as amended.
5.1   Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation, counsel to the Registrant.
23.1   Consent of Deloitte & Touche LLP, Independent Auditors.
23.2   Consent of Ernst & Young AG Wirtschaftsprüfungsgesellschaft, Independent Auditors.
23.3   Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation, counsel to the Registrant (contained in Exhibit 5.1).
24.1   Power of Attorney (see page II-5).


Item 9.    Undertakings.

II-2


II-3



SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto, duly authorized, in the City of Santa Clara, State of California, on May 14, 2004.


 

 

COHERENT, INC.

 

 

By:

/s/  
HELENE SIMONET      
Helene Simonet
Executive Vice President and Chief Financial Officer

II-4



POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Helene Simonet and Scott H. Miller, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents, each with full power of substitution, to sign and execute on behalf of the undersigned any and all amendments (including post-effective amendments) to this Registration Statement, any registration statement for the same offering covered by this Registration Statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing, as fully to all intents and purposes as the undersigned might or could do in person, and each of the undersigned does hereby ratify and confirm all that such attorneys-in-fact and agents or any of them, or any substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signature

  Title
  Date
/s/  JOHN AMBROSEO      
John R. Ambroseo
  Director, President and Chief Executive Officer (Principal Executive Officer)   May 14, 2004

/s/  
HELENE SIMONET      
Helene Simonet

 

Executive Vice President and Chief Financial Officer (Principal Accounting Officer)

 

May 14, 2004

/s/  
BERNARD COUILLAUD      
Bernard J. Couillaud

 

Director, Chairman of the Board

 

April 26, 2004

/s/  
HENRY E. GAUTHIER      
Henry E. Gauthier

 

Director, Vice Chairman of the Board

 

April 21, 2004

/s/  
CHARLES W. CANTONI      
Charles W. Cantoni

 

Director

 

April 28, 2004

    

Frank P. Carrubba

 

Director

 

April    , 2004

/s/  
JOHN H. HART      
John H. Hart

 

Director

 

April 28, 2004

/s/  
ROBERT J. QUILLINAN      
Robert J. Quillinan

 

Director

 

April 21, 2004

/s/  
LAWRENCE TOMLINSON      
Lawrence Tomlinson

 

Director

 

April 22, 2004

II-5



INDEX TO EXHIBITS

Exhibit
Number

  Description

4.1

 

2001 Stock Plan, as amended.
5.1   Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation, counsel to the Registrant.
23.1   Consent of Deloitte & Touche LLP, Independent Auditors.
23.2   Consent of Ernst & Young AG Wirtschaftsprüfungsgesellschaft, Independent Auditors.
23.3   Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation, counsel to the Registrant (contained in Exhibit 5.1).
24.1   Power of Attorney (see page II-5).



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PART II INFORMATION REQUIRED IN REGISTRATION STATEMENT
SIGNATURES
POWER OF ATTORNEY
INDEX TO EXHIBITS