Washington, D.C. 20549







FORM 12b-25





192479  10  3





(Check one):

o Form 10-K

o Form 20-F

o Form 11-K

ý Form 10-Q

o Form N-SAR

o Form N-CSR



For Period Ended:

April 2, 2005





o Transition Report on Form 10-K


o Transition Report on Form 20-F


o Transition Report on Form 11-K


o Transition Report on Form 10-Q


o Transition Report on Form N-SAR


For the Transition Period Ended:






Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.


If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:



Coherent, Inc.

Full Name of Registrant



Former Name if Applicable


5100 Patrick Henry Drive

Address of Principal Executive Office (Street and Number)


Santa Clara, California 95054

City, State and Zip Code



PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)



The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense



The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and



The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.


State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.


Coherent, Inc.’s  (the “Company”) Quarterly Report on Form 10-Q for the quarter ended April 2, 2005 (“Form 10-Q”) could not be filed within the prescribed time period because the Company could not complete the preparation of the required information without unreasonable effort and expense. As previously announced in the Company’s Form 8-K filed April 26, 2005, the Audit Committee of the Company’s Board of Directors’ concluded that certain previously issued financial statements would need to be restated to correct the accounting for our deferred compensation plan. The decision to delay filing of the Form 10-Q was made in light of the Company’s intention to restate its previously issued financial statements.


SEC 1344 (07-03)


Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.





Name and telephone number of person to contact in regard to this notification



Scott Miller








(Area Code)


(Telephone Number)



Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).

ý Yes

o No





Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

o Yes

ý No



If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.





Coherent, Inc.

(Name of Registrant as Specified in Charter)


has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.



May 12, 2005



/S/ Helene Simonet





Helene Simonet





Executive Vice President and Chief Financial Officer

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative's authority to sign on behalf of the registrant shall be filed with the form.




Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).