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): February 14, 2000
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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Forward-Looking Statements.
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In connection with the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995 (the "Reform Act"), NetOptix Corporation, a
Delaware corporation (the "Registrant"), is hereby providing cautionary
statements identifying important factors that could cause the Registrant's
actual results to differ materially from those projected in forward-looking
statements (as such term is defined in the Reform Act) made by or on behalf of
the Registrant herein or orally, whether in presentations, in response to
questions or otherwise. Any statements that express, or involve discussions as
to, expectations, beliefs, plans, objectives, assumptions or future events or
performance (often, but not always, identified through the use of words or
phrases such as the Registrant or management "believes," "expects,"
"anticipates," "hopes"; words or phrases such as "will result," "are expected
to," "will continue," "is anticipated," "estimated," "projection," and
"outlook"; and words of similar import) are not historical facts and may be
forward-looking. Such forward-looking statements involve estimates, assumptions,
and uncertainties and, accordingly, actual results could differ materially from
those expressed in the forward-looking statements.
Any forward-looking statement speaks only as of the date on which such
statement is made, and the Registrant undertakes no obligation to update any
forward-looking statement or statements to reflect events or circumstances after
the date on which such statement is made or to reflect the occurrence of
unanticipated events.
Item 5. Other Events.
On February 14, 2000, the Registrant announced that it has signed a definitive
agreement to merge with Corning Incorporated in a transaction valued at
approximately $2 billion. Under the terms of the agreement, each NetOptix
shareholder will receive nine-tenths (.9) share of Corning common stock for each
NetOptix share and NetOptix will become a wholly-owned subsidiary of Corning
after the merger is completed. Certain major shareholders of NetOptix, including
affiliates of Gerhard R. Andlinger, Chairman and CEO, and John F. Blais, Jr.,
director, have agreed to vote in favor of the merger.
The closing is subject to the receipt of regulatory approvals and the approval
of the NetOptix shareholders. Although the closing is expected to take place in
the second quarter of this year, no assurance can be given with respect to
whether or when all of these conditions will be satisfied.
The press release issued by the Registrant with respect to this transaction is
filed as Exhibit 99.1 to this Current Report on Form 8-K as indicated in Item 7
below.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(a) Not applicable
(b) Not applicable
(c) Exhibits:
Exhibit Number Exhibit Title
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3 Restated Certificate of Incorporation of the
Registrant, as adopted on February 9, 2000
99.1 Press Release dated February 14, 2000
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EXHIBIT INDEX
Exhibit Number Exhibit Title
- -------------- -------------
3 Restated Certificate of Incorporation of the Registrant, as
adopted on February 9, 2000
99.1 Press Release dated February 14, 2000
<PAGE>
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/ Thomas J. Mathews
-----------------------------------
Thomas J. Mathews
Vice President, Finance and Chief
Date: February 14, 2000 Financial Officer
EXHIBIT 3
RESTATED
CERTIFICATE OF INCORPORATION
OF
NETOPTIX CORPORATION
Pursuant to Section 245 of the General Corporation Law of the State of
Delaware, as amended, the undersigned corporation adopts the following Restated
Certificate of Incorporation:
1. The name of the corporation is NetOptix Corporation. The date of
filing of the original Certificate of Incorporation was September 24, 1973
under the name Galileo Electro-Optics Corporation.
2. This Restated Certificate of Incorporation restates and integrates
the Restated Certificate of Incorporation of the Corporation, as amended.
3. This Restated Certificate of Incorporation was duly adopted in
accordance with the provisions of Section 245 of the General Corporation
Law of the State of Delaware, as amended.
4. The text of the Certificate of Incorporation is hereby restated and
integrated to read as follows:
FIRST: The name of the Corporation is NetOptix Corporation.
SECOND: The registered office of the Corporation in the State of Delaware
is located at 1209 Orange Street in the City of Wilmington, County of New
Castle. The name and address of its registered agent is The Corporation Trust
Company, 1209 Orange Street, Wilmington, Delaware.
THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.
FOURTH:
(a) The total number of shares of stock which the Corporation shall
have authority to issue is one hundred million (100,000,000) shares of common
stock, one cent ($.01) par value, and two million (2,000,000) shares of
preferred stock, one cent ($.01) par value. Any and all shares issued and for
which full consideration has been paid or delivered shall be deemed fully paid
stock and the holder thereof shall not be liable for any further payment
thereon.
(b) Shares of preferred stock may be issued from time to time in one
or more series as may be determined by the Board of Directors of the
Corporation. Subject to the provisions of this Restated Certificate of
Incorporation and this Article FOURTH, the Board of Directors of the Corporation
is authorized to determine or alter the rights, preferences, privileges and
restrictions granted to or imposed upon any wholly unissued class or series of
preferred stock and, within the limits and restrictions stated in any resolution
or resolutions of the Board of Directors of the Corporation originally fixing
the number of shares constituting any such additional series, to increase or
decrease (but not below the number of shares of such series then outstanding)
the number of shares of any such additional series subsequent to the issue of
shares of that series.
(c) Authorized and unissued shares of preferred stock may be issued
with such designations, voting powers, preferences and relative participating
optional or other special rights, and qualifications, limitations and
restrictions on such rights, as the Board of Directors of the Corporation may
authorize by resolutions duly adopted prior to the issuance of any shares of any
class or series of preferred stock, including, but not limited to: (i) the
distinctive designation of each series and the number of shares that will
constitute such series; (ii) the voting rights, if any, of shares of such series
and whether the shares of any such series having voting rights shall have
multiple votes per share; (iii) the dividend rate on the shares of such series,
any restriction, limitation or condition upon the payment of such dividends,
whether dividends shall be cumulative and the dates on which dividends are
payable; (iv) the prices at which, and the terms and conditions on which, the
shares of such series may be redeemed, if such shares are redeemable; (v) the
purchase or sinking fund provisions, if any, for the purchase or redemption of
shares of such series; (vi) any preferential amount payable upon shares of such
series in the event of the liquidation, dissolution or winding-up of the Company
or the distribution of its assets; and (vii) the prices or rates of conversion
at which, and the terms and conditions on which, the shares are convertible.
FIFTH: The name and place of residence of the Incorporator is as follows:
Name Place of Residence
Richard M. C. Glenn, III 29 Rumstick Road
Barrington, RI 02806
SIXTH: The Corporation is to have perpetual existence.
SEVENTH: In furtherance and not in limitation of the powers conferred by
the laws of the State of Delaware, the Board of Directors of the Corporation is
authorized and empowered to make, alter, amend and repeal the Bylaws of the
Corporation in any manner not inconsistent with the laws of the State of
Delaware. The election of directors may but need not be by ballot unless the
Bylaws so require.
EIGHTH: The Corporation shall indemnify its officers, directors, employees
and agents to the extent permitted by the General Corporation Law of Delaware.
IN WITNESS WHEREOF, NetOptix Corporation has caused this Restated
Certificate of Incorporation to be signed by Gerhard R. Andlinger, President and
Chief Executive Officer of the Corporation, as of the 9th day of February, 2000.
NETOPTIX CORPORATION
By: /s/ Gerhard R. Andlinger
-----------------------------------
President
EXHIBIT 99.1
Contact: Thomas J. Mathews
Vice President, Finance & CFO
(561) 994-0202 ext. 227
FOR IMMEDIATE RELEASE
NETOPTIX ANNOUNCES AGREEMENT
TO BE ACQUIRED BY CORNING, INC.
Sturbridge, Massachusetts, February 14, 2000 - NetOptix Corporation
(NASDAQ:OPTX) today announced that it has signed a definitive agreement to merge
with Corning Incorporated (NYSE:GLW) in a transaction that NetOptix expects will
enhance its capabilities as a leader in the development, manufacture and
marketing of optical filters for use in Dense Wave Division Multiplexing (DWDM)
components of fiberoptic networks serving the telecommunications industry.
Under the terms of the agreement, which have been unanimously approved by the
Boards of Directors of both companies, NetOptix will exchange each share of its
common stock for nine-tenths (.9) share of Corning common stock, and NetOptix
will become a wholly-owned subsidiary of Corning after the merger is completed.
Based on the closing price for Corning on the New York Stock Exchange on Friday,
February 11, 2000, which was $165.75 per share, each NetOptix share has an
indicated value of $149.175 and the transaction is valued at approximately $2
billion.
Certain major shareholders of NetOptix, including affiliates of Gerhard R.
Andlinger, Chairman and CEO, and John F. Blais, Jr., director, have agreed to
vote in favor of the merger.
The transaction is expected to close in the second quarter of this year and is
subject to receipt of regulatory approvals and approval of the NetOptix
stockholders.
Gerhard R. Andlinger commented: "We are pleased with the prospect of a
combination with Corning, a leader in the fiberoptics network field. We believe
that the addition of the NetOptix DWDM filter technology will add a significant
element to the Corning position in the industry on a basis which provides our
shareholders with attractive returns."
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 fiberoptic networks. OFC has an
optical filter manufacturing location in Natick, Massachusetts and a diamond
turning facility in Keene, New Hampshire. OFC GmbH is completing a facility in
Hanau, Germany for optical filter technology research and development as well as
commercial production of DWDM filters. The NetOptix web address is
www.netoptix.com.
The addition of DWDM optical filter production and research facilities of
NetOptix will strengthen Corning's opto-electronic product portfolio.
Established in 1851, Corning (www.corning.com) 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. More information on Corning optical fiber is available at
www.corningfiber.com.
Statements in this press release that are not strictly historical are
"forward-looking" statements as defined in the Private Securities Litigation
Reform Act of 1995. The actual results may differ from those projected in the
forward-looking statements as a result of risks and uncertainties that exist in
the operations and business environments of NetOptix and Corning, described more
fully in the companies' periodic reports filed with the Securities and Exchange
Commission, including NetOptix' Form 10-K filed on December 27, 1999 and
Corning's Form 10-K filed on February 24, 1999.
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 with
the SEC concerning the merger and their business. 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 Investor
Relations, Corning Incorporated, One River Front Plaza, Corning, NY 14831
(telephone number 607.974.8217) 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, ext. 227). INVESTORS SHOULD READ
THE PROXY STATEMENT/PROSPECTUS CAREFULLY BEFORE MAKING ANY VOTING OR INVESTMENT
DECISIONS.
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