UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
NetOptix Corporation (formerly Galileo Corporation)
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
64116F103 (formerly 363544107)
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(CUSIP Number)
William D. Eggers, Esq.
Deborah McLean Quinn, Esq. Senior Vice President and General Counsel
Nixon Peabody LLP Corning Incorporated
Clinton Square Suite 1300 One Riverfront Plaza
Rochester, New York 14604 Corning, New York 14831
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
February 13, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d01(f) or 240.13d-1(g), check the
following box |_|.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. .64116F103 (formerly 363544107)........ Page 2 of 9
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1. Names of Reporting Persons. I.R.S. Identification Nos. of
above persons (entities only).
Corning Incorporated
16-0393470
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2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)
(b) X
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3. SEC Use Only
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4. Source of Funds (See Instructions)
OO
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e)
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6. Citizenship or Place of Organization
State of New York
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Sole Voting Power
7.
4,906,652 shares of Common Stock
Number of
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Shares Shared Voting Power
Beneficially 8.
Owned by 0
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Each Sole Dispositive Power
Reporting 9.
Person With 0
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Shared Dispositive Power
10.
0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
4,906,652* shares of Common Stock
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12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
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CUSIP No. .64116F103 (formerly 363544107)........ Page 3 of 9
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13. Percent of Class Represented by Amount in Row (11)
39.1%
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14. Type of Reporting Person (See Instructions)
CO
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*Includes 1,000,000 shares subject to an immediately exercisable
warrant and 100,000 shares subject to a stock option.
This Schedule relates to shares of the Common Stock, par value $.01 per
share ("Common Stock") of NetOptix Corporation (the "Issuer" or "NetOptix"). The
Issuer's principal executive office is located at Sturbridge Business Park, P.O.
Box 550, Sturbridge, Massachusetts 01566.
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ITEM 2. IDENTITY AND BACKGROUND.
This Statement is being filed by Corning Incorporated ("Corning") in
connection with (i) an Agreement and Plan of Merger (the "Merger Agreement"),
dated as of February 13, 2000, among Corning, its wholly owned subsidiary CI
Subsidiary, Inc., and NetOptix, and (ii) the Stockholders' Voting Agreement and
Irrevocable Proxy (the "Stockholders' Agreement") among Corning, CI Subsidiary,
Inc., NetOptix and Andlinger Capital XIII LLC, Gerhard R. Andlinger John F.
Blais, Jr. and Stephen A. Magida in his capacity as manager of Andlinger Capital
XIII LLC and as trustee of the Gerhard R. Andlinger Intangible Asset Management
Trust, dated as of December 29, 1997 (the "NetOptix Significant Stockholders"),
dated February 13, 2000, which grants Corning the right, as proxy and
attorney-in-fact (with full power of substitution), for and in the name, place
and stead of the NetOptix Significant Stockholders, to vote such Stockholders'
shares of Common Stock or grant any consent or approval with respect to such
Stockholders' shares of Common Stock under certain circumstances described
below. The Merger Agreement and the Stockholders' Agreement are incorporated by
reference as an exhibit to this Schedule 13D.
Corning is organized as a corporation under the laws of the State of
New York, and its principal business address is One Riverfront Plaza, Corning,
New York 14831. Corning manufactures optical fiber, cable and photonics products
for the telecommunications industry; and high-performance displays and
components for television and other communications-related industries. Corning
also uses advanced materials to manufacture products for scientific,
semiconductor and environmental markets. The names, business addresses,
principal occupations and citizenship of the directors and executive officers of
Corning are set forth in Annex A hereto and are incorporated herein by
reference.
None of Corning or its directors or executive officers has, during the
last five years, been (i) convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), or (ii) been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction as a result of
which he, she or it is or was subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
In consideration of and as a condition to Corning entering into the
Merger Agreement, Corning has been appointed proxy and attorney-in-fact to vote
the shares of NetOptix Common Stock owned by the NetOptix Significant
Stockholders as of February 13, 2000 and which may be acquired pursuant to
outstanding options as of such date, and has been granted certain other rights
under the Stockholders' Agreement.
Page 4 of 9
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ITEM 4. PURPOSE OF THE TRANSACTION
On February 13, 2000, Corning, Merger Subsidiary and NetOptix entered
into the Merger Agreement pursuant to which Merger Subsidiary will merge with
and into NetOptix. Upon consummation of the merger, the directors and officers
of Merger Subsidiary immediately prior to the merger will be the directors and
officers of the surviving corporation after the merger, the separate existence
of Merger Subsidiary will cease, and all of the outstanding shares of the
surviving corporation will be held by Corning. The aggregate purchase price
payable by Corning consists of .9 shares of Corning common stock, par value $.50
per share, for an aggregate of up to approximately 12,083,200 shares of Corning
Common Stock. Completion of the merger is subject to customary conditions,
including the approval by NetOptix shareholders and regulatory approvals. The
Merger Agreement may be terminated under certain circumstances including if (a)
NetOptix does not obtain the required stockholder approval, (b) the merger is
not consummated by July 31, 2000, or (c) NetOptix receives and its board of
directors approves an unsolicited proposal to acquire all of NetOptix's Common
Stock or all or substantially all of NetOptix's assets, which NetOptix's board
concludes is materially more favorable to NetOptix's shareholders from a
financial point of view than the transactions contemplated by the Merger
Agreement, subject to certain conditions and limitations. The terms of the
Merger Agreement are incorporated herein by reference.
Corning, Merger Subsidiary, NetOptix and the NetOptix Signficant
Stockholders entered into the Stockholders' Agreement as a condition of Corning
entering into the Merger Agreement. Pursuant to the terms of the Stockholders'
Agreement, the NetOptix Significant Stockholders have each agreed that at any
meeting of stockholders of NetOptix, however called, or any action by written
consent of the stockholders of NetOptix in lieu of a meeting, the NetOptix
Substantial Stockholders will vote all of their shares of NetOptix Common Stock:
(i) in favor of the adoption and approval of the Merger Agreement and the
transactions contemplated by the Merger Agreement (the "Merger Proposal"), (ii)
against any merger agreement or merger (other than the merger contemplated by
the Merger Agreement), consolidation, combination, share exchange, sale of
substantial assets, reorganization, recapitalization, dissolution, liquidation
or winding up of or by NetOptix, and (iii) against any amendment to NetOptix's
certificate of incorporation or by-laws or other proposal or transaction
involving NetOptix or any of its subsidiaries, which amendment or other proposal
or transaction would be reasonably likely to impede, frustrate, prevent, hinder,
delay or nullify the Merger Agreement or the Stockholders' Agreement or the
transactions contemplated thereby or change the voting rights of securities of
NetOptix. The NetOptix Significant Stockholders also appointed Corning as proxy
and attorney-in-fact to vote their NetOptix Common Stock in the same manner for
the Merger Proposal and against contrary proposals. The NetOptix Significant
Stockholders also agreed not to (a) transfer ownership of their shares of
NetOptix stock, (b) enter into any contract, option or arrangement with respect
to the transfer of their shares, or (c) enter into any other voting arrangement
with respect to their shares during the term of the Stockholders' Agreement. The
Stockholders' Agreement will terminate upon the termination of the Merger
Agreement in accordance with its terms.
Page 5 of 9
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Corning has been named as proxy and attorney-in-fact to vote the shares
of NetOptix Common Stock held by the NetOptix Significant Stockholders as
described herein. See Item 7. The percentage of ownership set forth in this
Schedule 13D is based upon 11,452,596 shares of the Issuer's Common Stock
outstanding as of February 9, 2000, as reported in the Issuer's Quarterly Report
on Form 10-Q for the quarter ended December 31, 1999.
Corning declares that the filing of this Schedule 13D shall not be
construed as an admission that such person is, for the purposes of Section 13(d)
of the Act, the beneficial owner of any NetOptix Common Stock, as to which he or
it disclaims beneficial ownership.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Other than the Merger Agreement described in response to Item 4 (which
response is incorporated in this Item 6 by reference), and the Stockholders'
Agreement described in response to Items 3 and 4 (which responses are
incorporated in this Item 6 by reference) and the transactions contemplated
thereby, there are no contracts, arrangements, understandings or relationships
among the persons named in Item 2 or between such person and any other person
with respect to the shares of NetOptix Common Stock or, to the best knowledge of
Corning, among any of Corning's executive officers and directors or, to the best
knowledge of Corning Inc., between any of Corning's executive officers and
directors and any other person, with respect to the shares of NetOptix Common
Stock.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
1. Agreement and Plan of Merger dated as of February 13, 2000 among
Corning, Merger Subsidiary and NetOptix. Incorporated by reference to Exhibit
XIV of the Amendment No. 3 to Schedule 13D filed by Andlinger Capital Corp. on
February 17, 2000 ("Andlinger 13D").
2. Stockholder's Voting and Proxy Agreement dated as of February
13, 2000 between Corning, Merger Subsidiary and each of the NetOptix Significant
Stockholders. Incorporated by reference to Exhibit XV of Andlinger 13D.
Page 6 of 9
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SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge
and belief I certify that the information set forth in this statement is true,
complete and correct.
Dated: February 23, 2000 Corning Incorporated
/s/Ann Gosnell
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Ann Gosnell
Assistant Secretary
Page 7 of 9
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Schedule A
EXECUTIVE OFFICERS OF CORNING INCORPORATED (all with business addresses at One
Riverfront Plaza, Corning, New York 14831):
Name Citizen Title
Roger G. Ackerman.......United States Chairman of the Board of Directors
and Chief Executive Officer
Norman E. Garrity.......United States Vice Chairman and Director
John W. Loose...........United States President, Chief Operating Officer
and Director
Katherine A. Asbeck.....United States Vice President and Controller
Charles W. Deneka.......United States Executive Vice President, Science &
Technology and Chief Technical Officer
William D. Eggers.......United States Senior Vice President and General
Counsel
James B. Flaws..........United States Executive Vice President and Chief
Financial Officer
A. John Peck Jr.........United States Vice President and Secretary
Edward W. Rich..........United States Vice President and Treasurer
Robert L Ecklin.........United States Executive Vice President
Kirk P. Gregg...........United States Senior Vice President
Randall D. Price........United States Executive Vice President
Peter Volanakis.........United States Executive Vice President
NON-EMPLOYEE DIRECTORS OF CORNING INCORPORATED (all with business addresses at
One Riverfront Plaza, Corning, New York 14831):
Robert Barker...........United States Director of Corning
Incorporated, Professor and Provost
Emeritus, Cornell University
John Seeley Brown ......United States Director of Corning Incorporated, Vice
President and Chief Scientist, Xerox
Corporation
John H. Foster..........United States Director of Corning Incorporated,
Managing Partner, Foster Management
Company
Gordon Gund.............United States Director of Corning Incorporated,
President and Chief Executive Officer,
Gund Investment Corporation
John M. Hennessy........United States Director of Corning Incorporated,
Chairman of Private Equity, Credit
Suisse First Boston Corporation
James R. Houghton.......United States Director of Corning Incorporated,
Chairman Emeritus, Corning
Incorporated
James W. Kinnear........United States Director of Corning Incorporated,
Retired President and Chief Executive
Officer, Texaco Inc.
Page 8 of 9
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James J. O'Connor.......United States Director of Corning Incorporated,
Retired Chairman of the Board and
Chief Executive Officer, Unicom
Corporation
Catherine A. Rein.......United States Director of Corning Incorporated,
President and Chief Executive Officer,
Metropolitan Property and Casualty
Insurance Company
Deborah D. Rieman.......United States Director of Corning Incorporated,
Entrepreneur in Residence, U.S.
Venture Partners
H. Onno Ruding..........The Netherlands Director of Corning Incorporated, Vice
Chairman, Citibank, N.A.
William D. Smithburg....United States Director of Corning Incorporated,
Retired Chairman and Chief Executive
Officer, The Quaker Oats Company
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