<PAGE> 1
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
Date of Report (Date of earliest event reported): December 14, 1999
NetOptix Corporation
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
000-11309 04-2526583
(Commission File Number) (IRS Employer Identification No.)
Sturbridge Business Park, P.O. Box 550, Sturbridge, Massachusetts 01566
(Address of Principal Executive Offices) (Zip Code)
(508) 347-9191
(Registrant's Telephone Number, Including Area Code)
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ITEM 5. OTHER EVENTS.
On December 14, 1999, NetOptix Corporation (the "Company") reported financial
results for its fourth quarter and for the fiscal year ended September 30, 1999.
The Company also announced that it has agreed to sell its Leisegang Medical,
Inc. (LMI) and related women's health businesses and related assets to
CooperSurgical, Inc., a unit of The Cooper Companies, Inc. The transaction
includes the Company's operating units in Germany (Leisegang GmbH) and Canada
(Galenica Inc.), as well as the LMI operations in Boca Raton, Florida.
Two press releases, each dated December 14, 1999, describing each of these items
are attached hereto as Exhibits 99.1 and 99.2.
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SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
NetOptix Corporation
By: /s/ Gerhard R. Andlinger
-----------------------------------
Gerhard R. Andlinger
Chairman of the Board, President
and Chief Executive Officer
Date: December 15, 1999
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EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT TITLE
------ -------------
99.1 Press Release dated December 14, 1999
99.2 Press Release dated December 14, 1999
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EXHIBIT 99.1
CONTACT: THOMAS J. MATHEWS
VICE PRESIDENT, FINANCE AND CFO
561-994-0202, EXT. 227
NETOPTIX CORPORATION REPORTS RESULTS
FOR THE FOURTH QUARTER AND FISCAL YEAR 1999
STURBRIDGE, MASSACHUSETTS, DECEMBER 14, 1999 - NetOptix Corporation (NASDAQ
National Market: OPTX) today reported results for the fourth quarter and fiscal
year 1999.
With the reporting of its 1999 fourth quarter and full-year results, which
were net losses of $8.9 million and $12.9 million, respectively, NetOptix
Corporation has completed its transition to its telecommunications strategy. The
implementation of that strategy, which is being driven by the Company's
significant investment in and commitment to the Dense Wavelength Division
Multiplex (DWDM) filter market, has been underway throughout fiscal year 1999
and culminated in the fourth quarter with the successful market introduction of
its DWDM filter. That transition includes the signing of an agreement to sell
substantially all of its women's healthcare business, conducted under the name
of Leisegang Medical, Inc., for approximately $10 million cash with a scheduled
closing on January 31, 2000.
Included in the fourth quarter loss is the above-mentioned planned sale of
Leisegang Medical, Inc. and subsidiaries at an estimated loss of $5.0 million,
the further write-down by approximately $3.3 million of the Sturbridge facility
which is currently held for sale, and the recognition of the impairment of
certain other long-lived assets of approximately $1.3 million. Offsetting these
losses were fourth quarter gains totaling approximately $3.4 million, recognized
from the previously announced sale of its Scientific Detector Products Business
and certain assets related to a previously discontinued business. Except for
some start-up costs, the quarter's
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loss does not include measurable impact from DWDM filters as operating revenues
and expenses did not occur until the first quarter of fiscal year 2000.
Gerhard R. Andlinger, Chairman of the Board and President of NetOptix
Corporation, said, "Since January, with the investment by Andlinger Capital XIII
LLC in NetOptix Corporation, we have concentrated on reallocating Company
assets, strengthening its balance sheet including securing long-term financing,
and repositioning the Company with the key focus being on the telecommunications
industry. Our fourth quarter transactions are additional steps that achieve and
support those long-range plans." He further added, "We are satisfied with our
progress over a short period of time with the production and shipment of DWDM
filters and we expect a profitable first quarter."
This press release contains forward-looking statements, which are subject
to the inherent uncertainties in predicting future results and conditions, such
as comments regarding future financial performance and growth opportunities.
Certain factors that could cause actual results to differ materially from those
projected include the Company's ability to remain in compliance with its loan
covenants, achieve the objectives it has established for its development
programs or incur disruptions in the operation of the OFC manufacturing
facilities. Other factors affecting the Company's businesses are discussed in
its Annual Report on Form 10-K for the fiscal year ended September 30, 1998.
####
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NETOPTIX CORPORATION
CONSOLIDATED CONDENSED BALANCE SHEETS
(Dollars in thousands)
<TABLE>
<CAPTION>
ASSETS SEPTEMBER 30
- ------ -------------------------
1999 1998
-------- --------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 2,117 $ 710
Accounts receivable, net 2,789 7,952
Inventories 1,593 8,828
Other current assets 389 1,092
Assets relating to discontinued operations, net 14,009 --
Assets held for sale 3,288 --
-------- --------
Total current assets 24,185 18,582
Property, plant, and equipment, net 10,520 16,128
Excess of cost over the fair value of assets acquired, net 11,796 19,396
Other assets, net 1,864 1,548
-------- --------
Total assets $ 48,365 $ 55,654
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
Current liabilities:
Notes payable $ 5,900 $ 11,846
Current portion of other notes payable -- 1,458
Accounts payable 3,147 4,283
Accrued liabilities 3,590 4,400
Accrued liabilities, including current portion of
estimated losses and expenses relating to
discontinued operations of $1,405 5,000 --
-------- --------
Total current liabilities 17,637 21,987
Notes payable 1,150 --
Other liabilities 660 1,008
Shareholders' equity:
Common stock 113 81
Additional paid-in capital 61,389 52,176
Accumulated deficit (32,421) (19,545)
Accumulated other comprehensive loss (163) (53)
-------- --------
Total shareholders' equity 28,918 32,659
-------- --------
Total liabilities and shareholders' equity $ 48,365 $ 55,654
======== ========
</TABLE>
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NETOPTIX CORPORATION
CONSOLIDATED STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED FOR THE YEAR ENDED
SEPTEMBER 30, SEPTEMBER 30,
----------------------- -------------------------
(Dollars in thousands except per share data) 1999 1998 1999 1998
-------- ------- -------- --------
<S> <C> <C> <C> <C>
Net sales $ 2,672 $ 4,484 $ 14,366 $ 14,774
Cost of sales 2,120 6,832 9,536 14,919
-------- ------- -------- --------
Gross profit (loss) 552 (2,348) 4,830 (145)
Engineering expenses 20 120 231 3,032
Selling & administrative expenses 2,404 3,259 9,461 8,154
Provision for uncollectible (recovery of)
accounts receivable -- (415) -- 569
Reduction in carrying value of certain
long-lived assets 4,519 1,525 6,360 1,525
-------- ------- -------- --------
Total operating expense 6,943 4,489 16,052 13,280
-------- ------- -------- --------
Operating loss (6,391) (6,837) (11,222) (13,425)
Interest (expense), net (121) (246) (912) (524)
Other income, net 660 125 837 162
-------- ------- -------- --------
Loss from continuing operations
before income tax (5,852) (6,958) (11,297) (13,787)
Provision for (benefit from) income taxes (42) 352 13 178
-------- ------- -------- --------
Loss from continuing operations (5,810) (7,310) (11,310) (13,965)
Discontinued operations:
Income (loss) from operations of
discontinued businesses, net of income taxes (747) (52) 748 1,338
Loss on disposal of discontinued
businesses, net of income taxes (2,315) -- (2,315) --
-------- ------- -------- --------
Net loss $ (8,872) $(7,362) $(12,877) $(12,627)
======== ======= ======== ========
Net loss per common shares outstanding:
Loss from continuing operations $ (0.56) $ (0.91) $ (1.19) $ (1.83)
Effect of discontinued operations (0.30) (0.01) (0.16) 0.18
-------- ------- -------- --------
Net loss $ (0.86) $ (0.92) $ (1.35) $ (1.65)
======== ======= ======== ========
Weighted average common shares
outstanding 10,317 8,053 9,510 7,646
======== ======= ======== ========
</TABLE>
Certain reclassifications have been made to amounts reported in previous
quarters to conform with current quarter presentation.
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EXHIBIT 99.2
CONTACT: CATHERINE A. PYTEL
508-347-4258
NETOPTIX CORPORATION TO SELL
LEISEGANG MEDICAL, INC.
AND WOMEN'S HEALTHCARE BUSINESSES
STURBRIDGE, MASSACHUSETTS, DECEMBER 14, 1999 - NetOptix Corporation (NASDAQ
National Market: OPTX) today announced that it has agreed to sell its Leisegang
Medical, Inc. (LMI) and related women's health businesses and related assets to
CooperSurgical, Inc. (CSI), a unit of The Cooper Companies, Inc. (NYSE/PCX:
COO). The transaction includes NetOptix operating units in Germany, Leisegang
GmbH, and Canada, Galenica Inc., as well as the LMI operations in Boca Raton,
Florida. The purchase price is approximately $10 million, payable in cash, with
a scheduled closing on January 31, 2000.
LMI, Leisegang GmbH and Galenica, which design, manufacture and distribute
diagnostic and surgical instruments and other precision instrumentation for the
women's healthcare market, currently have combined annual revenues of about $15
million.
NetOptix intends to use the net proceeds, after payment or provision for
transaction costs, closing escrows and retained liabilities of the LMI business,
to reduce debt and to fund research and development activities and additional
production capacity for its Dense Wavelength Division Multiplexer (DWDM)
business, operated through its Optical Filter Corporation (OFC) subsidiary in
Natick, Massachusetts, and its OFC GmbH subsidiary in Germany.
NetOptix Corporation is headquartered in Sturbridge, Massachusetts. OFC and
OFC GmbH subsidiaries design, manufacture and market a broad range of optical
components and systems that incorporate recent advances in phototonic technology
and optical coating. OFC Corporation has manufacturing locations in Natick,
Massachusetts and Keene, New Hampshire. The NetOptix web address is
www.netoptix.com.
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The Cooper Companies, Inc. and its subsidiaries develop, manufacture and
market specialty healthcare products. CooperSurgical, Inc., headquartered in
Shelton, Connecticut, markets diagnostic products, surgical instruments and
accessories for the gynecological market. CooperVision, Inc., headquartered in
Irvine, California, with manufacturing facilities in Huntington Beach,
California, Rochester, New York, Toronto, Canada and Hamble, England, markets a
broad range of contact lenses for the vision care market. Corporate offices are
located in Irvine and Pleasanton, California. Cooper's web address is
www.coopercos.com.
FORWARD-LOOKING STATEMENTS. This press release contains "forward-looking
statements" as defined in the Private Securities Litigation Reform Act of 1995.
To identify forward-looking statements, look for words like "believes",
"expects", "may", "will", "should", "seeks", "approximately", "intends",
"plans", "estimates" or "anticipates", and similar words or phrases. Discussion
of strategy, plans or intentions often contains forward-looking statements.
These, and all forward-looking statements, necessarily depend on assumptions,
dates or methods that may be incorrect or imprecise.
Events, among others, that could cause actual results and future actions to
differ materially from those described by or contemplated in the forward-looking
statements include major changes in business conditions and the economy, loss of
key senior management, major disruptions in the operation of the OFC
manufacturing facilities or delays in delivery of new production equipment, new
competition or technologies, significant disruptions caused by their parties
failing to address the Year 2000 issue or by problems with our Year 2000
compliance program, foreign currency exchange exposure, investments in research
and development and other start-up projects, regulatory issues, significant
environmental clean-up costs above those already accrued, litigation costs,
costs of business divestitures, and other factors described in the NetOptix
Securities and Exchange Commission filings, including a section in the Annual
Report on Form 10-K for the year ended September 30, 1998.
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