Filed by Corning Incorporated
Pursuant to Rule 425 Under the Securities Act of 1933
And Deemed Filed Pursuant to Rule 14a-22
Under the Exchange Act of 1934
Subject company: Corning Incorporated
Commission File No. 001-3247
On April 13, 2000, Corning Incorporated issued the following press release:
<PAGE>
IMMEDIATE RELEASE - APRIL 13, 2000
CORNING CONTACT:
Paul A. Rogoski
(607) 974-8832
[email protected]
NETOPTIX SHAREHOLDERS TO VOTE ON PROPOSED ACQUISITION
BY CORNING INCORPORATED ON MAY 12, 2000
CORNING, N.Y. -- Corning Incorporated (NYSE:GLW) and NetOptix Corporation
(Nasdaq:OPTX) announced today that a special NetOptix stockholders' meeting to
vote on the proposed acquisition of NetOptix by Corning has been scheduled for
May 12, 2000. If approved, the closing is expected to occur on May 12, 2000.
Each outstanding share of NetOptix stock will be exchanged for 0.90 shares of
Corning common stock and each outstanding option to purchase NetOptix common
stock will become an option to purchase 0.90 shares of Corning common stock.
A joint proxy statement and prospectus for the meeting and the proposed exchange
of common stock will be mailed on or about April 14, 2000 to each NetOptix
stockholder of record on April 10, 2000.
Corning announced on February 14 that it had agreed to acquire NetOptix, a
manufacturer of thin film filters used in dense wavelength division multiplexing
(DWDM) components for approximately $2 billion in stock. 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.
NetOptix Corporation is headquartered in Sturbridge Massachusetts. 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
(more)
<PAGE>
NETOPTIX SHAREHOLDERS TO VOTE
PAGE 2
communications-related industries. The company also uses advanced materials to
manufacture products for scientific, semiconductor and environmental markets.
Corning's revenues for 1999 were $4.7 billion.
###
FORWARD-LOOKING CAUTIONARY STATEMENTS
Except for historical information and discussions contained herein, statements
included in this release 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 filing with
the Securities and Exchange Commission.
INVESTOR RELATIONS CONTACT:
Kathy Dietz
(607) 974-8217
[email protected]
