Delaware
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04-3444218
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(State
or Other Jurisdiction of Incorporation or Organization)
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(I.R.S.
Employer Identification No.)
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50
Old Webster Road
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Oxford,
Massachusetts
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01540
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Large
accelerated filer o
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Accelerated
filer x
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Non-accelerated
filer o (do
not check if a smaller reporting company)
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Smaller
reporting company o
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Title
of securities to be registered
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Amount
to
be
registered
(1) (2)
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Proposed
maximum offering price per share (3)
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Proposed
maximum aggregate offering price (3)
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Amount
of registration fee
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COMMON
STOCK, $0.0001 PAR VALUE PER SHARE, ISSUABLE PURSUANT TO:
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||||
IPG
Photonics Corporation 2008 Employee Stock Purchase Plan
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400,000
shares
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$19.85
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$7,938,000
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$312
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(1)
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This
filing registers the sale of 400,000 shares of Common Stock issuable under
the IPG Photonics Corporation 2008 Employee Stock Purchase Plan (the
“Plan”).
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(2)
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Pursuant
to Rule 416(c) under the Securities Act of 1933, as amended, this
Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.
In accordance with Rule 416(a) under the Securities Act of 1933, as
amended, this Registration Statement shall be deemed to cover any
additional shares of the Registrant’s common stock that become issuable
under the Plan as a result of a stock split, stock dividend or similar
adjustment of the outstanding shares of common stock of IPG Photonics
Corporation.
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(3)
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Estimated
solely for the purpose of determining the registration fee and computed in
accordance with Rule 457(c) and 457(h) of the Securities Act of 1933, as
amended. Such computation is based on the average of the high and low
prices as reported on The Nasdaq Global Market on June 9,
2008.
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Item 3.
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Incorporation of Documents by
Reference.
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Item 4.
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Description of
Securities.
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Item 5.
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Interests of Named Experts and
Counsel.
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Item 6.
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Indemnification
of Directors and Officers.
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•
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any
breach of the director’s duty of loyalty to the Registrant or stockholders
of the Registrant;
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•
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any
act or omission not in good faith or that involves intentional misconduct
or a knowing violation of law;
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•
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any
unlawful payments related to dividends or unlawful stock repurchases,
redemptions or other distributions;
or
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•
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any
transaction from which the director or officer derived an improper
personal benefit.
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Item
7.
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Exemption
from Registration Claimed.
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Item
8.
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Exhibits.
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Exhibit
No.
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Description
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5.1
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Opinion
of Winston & Strawn LLP
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4.1
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IPG
Photonics Corporation 2008 Employee Stock Purchase Plan (incorporated by
reference to Appendix A of the Registrant’s definitive proxy statement on
Schedule 14A filed on April 15, 2008, file number
001-33155)
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23.1
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Consent
of Deloitte & Touche LLP
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23.2
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Consent
of Winston & Strawn LLP (included as part of Exhibit
5.1)
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24.1
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Power
of Attorney (included on signature
page)
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Item 9.
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Undertakings.
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IPG
PHOTONICS CORPORATION
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||
By:
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/s/ Valentin P.
Gapontsev
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Valentin
P. Gapontsev
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||
Chief
Executive Officer and Chairman of the
Board
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Signature
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Title
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/s/ Valentin P. Gapontsev
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Chief
Executive Officer,
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Valentin
P. Gapontsev
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Chairman
of the Board and Director
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(Principal
Executive Officer)
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/s/ Timothy P.V. Mammen
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Chief
Financial Officer
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Timothy
P.V. Mammen
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(Principal
Financial Officer and
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Principal
Accounting Officer)
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/s/ Robert A. Blair
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Robert
A. Blair
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Director
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/s/ Michael C. Child
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Michael
C. Child
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Director
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/s/ John H. Dalton
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John
H. Dalton
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Director
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/s/ Henry E. Gauthier
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Henry
E. Gauthier
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Director
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/s/ William S. Hurley
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Director
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William
S. Hurley
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/s/ William F. Krupke
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William
F. Krupke
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Director
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/s/ Eugene Shcherbakov
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Director
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Eugene
Shcherbakov
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/s/ Igor Samartsev
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Director
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Igor
Samartsev
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Exhibit
No.
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Description
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Opinion
of Winston & Strawn LLP as to the legality of the securities being
registered
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4.1
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IPG
Photonics Corporation 2008 Employee Stock Purchase Plan (incorporated by
reference to Appendix A of the Registrant’s definitive proxy statement on
Schedule 14A filed on April 15, 2008, file number
001-33155)
|
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Consent
of Deloitte & Touche LLP
|
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23.2
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Consent
of Winston & Strawn LLP (included as part of Exhibit
5.1)
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24.1
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Power
of Attorney (included on signature
page)
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