SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
February 14, 2000
(Date of earliest event reported)
Corning Incorporated
(Exact name of Registrant as specified in its charter)
New York 1-3247 16-0393470
(State of (Commission (IRS Employer
Incorporation) File No.) Identification No.)
One Riverfront Plaza, Corning, New York 14831
(Address of principal executive offices)
(607) 974-9000
(Registrant's telephone number)
INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. OTHER EVENTS
On February 14, 2000, Corning Incorporated, a New York corporation ("Corning"),
announced that it had agreed to acquire NetOptix Corporation ("NetOptix"), a
Delaware corporation and a manufacturer of thin film filters for use in dense
wavelength division multiplexing ("DWDM") components. Under the terms of the
acquisition, Corning will exchange .90 shares of Corning Common Stock, par value
$.50 per share, for each share of NetOptix Common Stock, par value $.01 per
share. The transaction is intended to be accounted for as a purchase. The
closing of the acquisition is subject to customary conditions, including the
receipt of regulatory and shareholder approvals.
Corning also announced on February 14, 2000 that it has formed an equity venture
with Samsung Electronics to package thin film filters for DWDM components used
in telecommunications systems.
On February 14, 2000 Corning issued press releases which are filed herewith as
Exhibit 99 and are incorporated herein by reference.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
Exhibit 99 - Press Releases of Corning Incorporated.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
CORNING INCORPORATED
By: /s/ M. ANN GOSNELL
M. Ann Gosnell
Assistant Secretary
Dated: February 14, 2000
EXHIBIT INDEX
Exhibit No. Description
99 Press Releases of Corning Incorporated dated February 14, 2000.
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FOR RELEASE FEBRUARY 14, 2000
Corning Contact:
Paul A. Rogoski
(607) 974-8832
[email protected]
Corning to Acquire NetOptix, a Manufacturer of Optical Filters for $2 Billion
Acquisition will supply thin film optical filters to new equity venture,
Samsung Corning Micro-Optics
Moves are major steps toward strengthening company's position as a leading
supplier of optical-networking products and increasing manufacturing capability
CORNING, N.Y. Corning Incorporated (NYSE:GLW) announced today that it has
agreed to acquire NetOptix Corporation (Nasdaq:OPTX) of Sturbridge, MA, a
manufacturer of thin film filters for use in dense wavelength division
multiplexing (DWDM) components, for approximately $2 billion in stock. In a
related announcement, the company made public that it has formed an equity
venture, Samsung Corning Micro-Optics to package thin film filters for DWDM
components used in telecommunications systems. These initiatives are major steps
toward strengthening Corning's position as an industry-leading supplier of
optical networking devices, and an integral contributor to the advancement of
the optical layer.
Under the terms of the acquisition, which has been approved by the Boards of
Directors of both companies, Corning will exchange .90 shares of Corning common
stock for each share of NetOptix common stock. Based on the closing price for
Corning on the New York Stock Exchange on Friday, February 11, 2000, the
transaction would be valued at approximately $2 billion. The acquisition,
which is expected to close in the second quarter of 2000, is subject to
customary regulatory approvals and the approval of NetOptix shareholders. The
transaction will be accounted for as a purchase and excluding the amortization
of goodwill and other acquired intangible assets, is expected to be mildly
dilutive to Corning's earnings per share in 2000 and accretive in 2001 and
thereafter.
According to Corning's Chairman and Chief Executive Officer, Roger G. Ackerman,
today's announcements are clear indications that the company intends to continue
to strengthen its position as a global leader in optical communications. "Market
demand for optical networking products is expanding at an incredible rate,"
Ackerman said. "The market for DWDM components, in particular, will double this
year. The acquisition of NetOptix will help Corning capitalize on this growing
market opportunity."
Ackerman continued by saying, "NetOptix's filter coating technology and the
unique enhancements they've made to their manufacturing processes have enabled
them to achieve significant productivity and yield levels. When we combine
NetOptix's output with that from our Marlborough operation we will have greatly
increased our thin film filter capacity. These filters will feed Samsung
Corning Micro-Optics, a company tooled with revolutionary robotics and
automation to mass produce packaged DWDM components. The combination of greater
capacity and automated production will greatly enhance Corning's ability to
serve the needs of our customers."
According to Gerald J. Fine, vice president and general manager of Corning's
Photonic Technologies Division, the company intends to leverage the synergy that
exists between its current operations and NetOptix. "Success in this market is
predicated on speed and a demonstrated capability to supply. Our customers are
demanding these products today. The NetOptix solution allows us to meet this
significant demand in the timing that the market requires," Fine said.
"Additionally, NetOptix has a growing portfolio of customers for their thin film
filter products and we expect the company to continue to supply those
customers."
NetOptix Corporation is headquartered in Sturbridge Massachusetts. Its
subsidiaries Optical Filter Corporation and OFC GmbH design, manufacture and
market optical filters for DWDM applications in fiber optic networks. OFC has
an optical filter manufacturing facility in Natick, MA and a diamond turning
facility in Keene, NH. OFC GmbH is completing a facility in
<PAGE>
Hanau, Germany for optical filter technology, research and development as well
as the commercial production of DWDM filters. More information on the company is
available at www.netoptix.com.
Established in 1851, Corning Incorporated (www.corning.com) creates leading-edge
technologies for the fastest-growing markets of the world's economy. Corning
manufactures optical fiber, cable and photonic products for the
telecommunications industry; and high-performance displays and components for
television and other communications-related industries. The company also uses
advanced materials to manufacture products for scientific, semiconductor and
environmental markets. Corning's revenues for 1999 were $4.3 billion.
Corning and NetOptix will file a proxy statement/prospectus describing the
merger with the United States Securities and Exchange Commission (SEC). In
addition, Corning and NetOptix will file other information and documents
concerning the merger and their business with the SEC. WE URGE INVESTORS IN THE
COMMON STOCK OF NETOPTIX AND CORNING TO REVIEW THE PROXY STATEMENT/ PROSPECTUS
AND OTHER INFORMATION TO BE FILED WITH THE SEC BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. These documents will be available without charge on the
SEC's web site at
www.sec.gov and may be obtained without charge from the Corporate Secretary,
Corning Incorporated, One River Front Plaza, Corning, NY 14831 (telephone number
607-974-9000) or the Chief Financial Officer, NetOptix Corporation, c/o
Leisegang Medical, Inc., 6401 Congress
Ave., Suite 160, Boca Raton, FL 33487 (telephone number 561-994-0202, etx. 227).
INVESTORS SHOULD READ THE PROXY STATEMENT/PROSPECTUS CAREFULLY BEFORE MAKING ANY
VOTING OR INVESTMENT DECISIONS.
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Forward-Looking and Cautionary Statements
Except for historical information and discussions contained herein, statements
included in this release may constitute "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. These
statements involve a number of risks, uncertainties and other factors that could
cause results to differ materially, as discussed in the company's filings with
the Securities and Exchange Commission.
Investor Relations Contact:
Katherine M. Dietz
(607) 974-8217
[email protected]
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FOR RELEASE - FEBRUARY 14, 2000
Corning Contacts:
Paul A. Rogoski John E. Knight
(607) 974- 8832 (607) 974-5426
[email protected] [email protected]
Corning and Samsung Form Equity Venture Company
To Mass Produce Optical-Networking Products
New company will automate production of DWDM components
CORNING, N.Y. Corning Incorporated (NYSE: GLW) and Samsung Electronics
announced today that they have formed a new equity-venture company to mass-
produce micro-optic products used to expand the capacity of the Internet. The
new company, Samsung Corning Micro-Optics, will manufacture dense wavelength
division multiplexing (DWDM) packaged components using revolutionary robotics
and other automation developed by Samsung in key manufacturing steps currently
done manually. As a result, the company expects enormous benefits in capacity,
reproducibility, unit cost and reduced cycle time. Terms of the agreement were
not disclosed.
Samsung Corning Micro-Optics will be located in an existing Samsung facility
near Seoul in Suwon, South Korea. With its component packaging capability the
company will substantially expand Corning's DWDM business and will serve as a
new source of high-quality, low-cost components to its erbium-doped fiber
amplifier (EDFA) module business. Volume manufacturing is expected by mid-2000.
"Through this equity venture, Corning and Samsung are employing their collective
strengths to capitalize on the rapidly growing global telecommunications
market," said Ki Ryong Song, chief executive officer of Samsung Corning Micro-
Optics. "Together, Samsung's expertise in dynamic automated manufacturing
systems and Corning's leadership in state-of-the-art photonic products will
allow the market to benefit from a high-quality, low-cost supply of optical
components and modules."
Samsung Corning Micro-Optics is expected to be a powerful entrant into the high
growth DWDM market. The packaging capacity added by this new venture will be
facilitated by thin film filters supplied from Corning's operation in
Marlborough, MA. Corning recently said it will increase thin film manufacturing
ten fold in Marlborough by year-end 2000.
[Corning also expects to supply its new venture with thin film filters produced
by OFC, a subsidiary of NetOptix Corporation of Sturbridge, MA. Corning today
announced that it had reached an agreement to acquire NetOptix for approximately
$2 billion. The transaction is expected to close in the second quarter 2000.]
Samsung Corning Micro-Optics will also become a supplier of passive optical
components for Corning's EDFA module business. The automated manufacturing
equipment designed for, and installed in, the Suwon facility represents a new
standard in high-volume, automated technology for these products in the
industry.
"Samsung Corning Micro-Optics is an important piece of Corning's
telecommunications strategy," said Gerald J. Fine, vice president and general
manager of Corning's Photonic Technologies Division. "The ability to marry our
micro-optic filter technology with Samsung's world-class, high-volume packaging
technology will allow Corning to build our global leadership position in
photonic products."
Market analysts have estimated that the worldwide market for DWDM components is
expected to grow from $300 million in 1999 to $600 million this year, and to $1
billion in 2001.
The establishment of Samsung Corning Micro-Optics is the third major joint
venture between the Samsung Group and Corning Incorporated, which originated
with the Samsung-Corning Company Ltd., established in South Korea in 1973.
<PAGE>
Established in 1851, Corning Incorporated (www.corning.com) creates leading-edge
technologies for the fastest-growing markets of the world's economy. Corning
manufactures optical fiber, cable and photonic products for the
telecommunications industry; and high-performance displays and components for
television and other communications-related industries. The company also uses
advanced materials to manufacture products for scientific, semiconductor and
environmental markets. Corning's revenues in 1999 were $4.3 billion.
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Investor Relations Contact:
Katherine Dietz,
(607) 974-8217
[email protected]
