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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
NetOptix Corporation
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(Name of Issuer)
363544107
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(CUSIP Number)
John F. Blais, Jr.
362 Singletary Lane
Framingham, MA 01701
(508) 872-3908
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
February 13, 2000
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box [ ].
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) 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
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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<TABLE>
<CAPTION>
CUSIP No. 363544107
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<S> <C>
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
John F. Blais, Jr.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
United States
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 0 shares
WITH
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8 SHARED VOTING POWER
See Items 5 and 6
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9 SOLE DISPOSITIVE POWER
806,652 shares
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10 SHARED DISPOSITIVE POWER
0 shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
806,652
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.04%
See Item 5
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
</TABLE>
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This Amendment No. 1 to Schedule 13D (this "Amendment No. 1") amends and
supplements the Schedule 13D (the "Original 13D") filed with the Securities and
Exchange Commission on February 6, 1998 on behalf of John F. Blais, Jr. (the
"Reporting Person"). The disclosure set forth in this Amendment No. 1 is
qualified in its entirety by reference to the Merger Agreement (as defined
below) attached as Exhibit E to this Amendment No. 1 and to the Stockholder
Agreement (as defined below) attached as Exhibit F to this Amendment No. 1.
ITEM 1. SECURITY AND ISSUER.
The class of security to which this statement relates is the common stock, par
value $.01 per share ("Common Stock"), of NetOptix Corporation, a Delaware
corporation (the "Issuer"), formerly known as Galileo Corporation. The name and
address of the principal executive office of the Issuer is NetOptix Corporation,
Sturbridge Business Park, P.O. Box 550, Sturbridge, Massachusetts 01566.
ITEM 2. IDENTITY AND BACKGROUND.
(b) The residence of the Reporting Person is 362 Singletary Lane, Framingham,
MA 01701.
(c) The Reporting Person is retired and no longer is employed.
ITEM 4. PURPOSE OF TRANSACTION.
Pursuant to an Agreement and Plan of Merger (the "Merger Agreement")
among Corning Incorporated ("Corning"), CI Subsidiary, Inc. (the "Merger Sub")
and the Issuer (together with Corning and the Merger Sub, the "Merger
Partners") dated as of February 13, 2000, Andlinger Capital, Mr. Andlinger, Mr.
Magida, in his capacity as manager of Andlinger Capital and as Trustee of the
Trust, and the Reporting Person (each a "Stockholder") entered into a
Stockholder Voting Agreement and Irrevocable Proxy (the "Stockholder
Agreement") with the Merger Partners dated as of February 13, 2000. The
Reporting Person has entered into the Stockholder Agreement, and has agreed to
vote his shares in favor of the Merger Agreement, with the purpose of
supporting the merger of the Issuer with Corning.
The Merger Agreement provides that the Merger Sub will merge with and into
the Issuer with the Issuer as the surviving entity (the "Merger"). Consummation
of the Merger is subject to the approval of the stockholders of the Issuer at a
special meeting to be called for such purpose (the "Special Stockholders
Meeting") and the satisfaction of certain other conditions set forth in the
Merger Agreement.
As an inducement and an essential condition to Corning and the Merger
Sub entering into the Merger Agreement, pursuant to the Stockholder Agreement,
(a) the Stockholders agreed to vote their shares of the Issuer in favor of the
Merger and to the imposition of certain other restrictions on the exercise of
their voting power over their holdings of shares of capital stock of the
Issuer, and (b) the Stockholders and their respective Affiliates (as used in
the Stockholder Agreement) agreed to the imposition of certain restrictions on
the disposition of such shares, both as more fully described in Item 6 below.
The Reporting Person does not have any plans or proposals with respect
to shares of the Issuer other than those described in this Amendment No. 1, or
which would be a consequence of the Merger, which relate to or would result in
any of the actions or transactions specified in clauses (a) through (j) of Item
4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
As more fully described in Item 6 below, the Reporting Person, pursuant
to the terms of the Stockholder Agreement, has irrevocably granted a proxy with
respect to, and thus agreed to share his voting power over, the 806,652 shares
of Common Stock (the "Shares") which he beneficially owns with Corning and any
person designated by Corning to act in its place. In addition, by virtue of the
restrictions
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upon Transfer (as defined in the Stockholder Agreement) imposed upon each
Stockholder and his or its Affiliates, pursuant to the Stockholder Agreement,
the Reporting Person agreed not to exercise his dispositive power with respect
to the Shares until the conditions set forth in the Stockholder Agreement have
been satisfied.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Pursuant to the terms of the Stockholder Agreement, the Reporting Person
agreed with Corning and the Merger Sub that he will vote his Shares, among other
things, (a) in favor of the Merger Agreement and the transactions contemplated
thereby; (b) against any action or agreement that would result in a breach in
any respect of any representation, warranty, agreement or covenant or any other
obligation or agreement of the Issuer under the Merger Agreement or in
connection with the Transactions and against any other Acquisition Proposal or
any Other Acquisition (each capitalized term as defined in the Stockholder
Agreement); and (c) against any other action which is intended, or could
reasonably be expected, to impede, interfere with, delay, postpone or materially
adversely affect the Merger or any other transaction contemplated by the Merger
Agreement (including the agreements referred to in the Merger Agreement), or any
of the transactions contemplated by the Stockholder Agreement.
The Stockholder Agreement provided that each Stockholder irrevocably and
severally granted to Corning and any person designated by Corning to act in its
place a proxy, and appointed Corning and its designee as attorney-in-fact, with
full power of substitution and resubstitution, for and in the name, place and
stead of such Stockholder, to vote such Stockholder's shares of the Issuer, or
grant a consent or approval in respect of such shares, in a manner consistent
with the voting agreement set forth in the Stockholder Agreement. Accordingly,
pursuant to the Stockholder Agreement, the Reporting Person granted an
irrevocable proxy to vote the Shares to Corning and any person designated by
Corning to act in its place.
In addition, the Stockholder Agreement provided that each Stockholder and
any of his or its Affiliates agreed not to (a) Transfer any or all of his or its
shares of the Issuer; (b) enter into any contract, option, commitment or other
arrangement (including any profit sharing arrangement) with respect to the
Transfer of such shares; or (c) enter into any other voting arrangement, whether
by proxy, voting agreement, voting trust, power-of-attorney or other grant with
respect to the shares of the Issuer. Under the terms of the Stockholder
Agreement, such restrictions upon Transfer of the shares of the Issuer expire
upon the completion of the Special Stockholders Meeting. Accordingly, pursuant
to the Stockholder Agreement, the Reporting person agreed not to exercise his
right to dispose or direct the disposition of the Shares during the term of the
Stockholder Agreement.
By its terms, the Stockholder Agreement will terminate immediately upon the
earlier of (i) the termination of the Merger Agreement by mutual agreement of
the Issuer and Corning or, in accordance with the terms of the Merger Agreement,
by the Issuer as a result of breaches or non-performance by Corning, (ii) the
effective time of the Merger or (iii) the first anniversary of the date of the
Stockholder Agreement.
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Attached to this statement and filed with this statement as Exhibits are
the following documents:
*Exhibit E Agreement and Plan of Merger among Corning Incorporated, CI
Subsidiary, Inc. and NetOptix Corporation dated as of February
13, 2000.
*Exhibit F Stockholder Voting Agreement and Irrevocable Proxy among Corning
Incorporated, NetOptix Corporation, CI Subsidiary, Inc. and
Andlinger Capital XIII LLC, Gerhard R. Andlinger, John F. Blais,
Jr. and Stephen A. Magida dated as of February 13, 2000.
* Incorporated by reference to Exhibits XIV and XV, respectively, attached to
Amendment No. 3 to Schedule 13D filed by Andlinger Capital XIII LLC with the
Commission as of the date hereof (File No. 005-34610).
The foregoing descriptions of these Exhibits are qualified in their
entirety by reference to the Exhibits themselves.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: February 18, 2000 /s/ John F. Blais, Jr.
John F. Blais, Jr.
