-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EaB5FNqhhevyJ9epmY/tsSjSQkPpcKVXvovt9BQ+Z1weFPOCya6V+GTxxLQu5+2j Umv2uv1yHh/Q5870FfKAnQ== 0000908662-00-000058.txt : 20000214 0000908662-00-000058.hdr.sgml : 20000214 ACCESSION NUMBER: 0000908662-00-000058 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NETOPTIX CORP CENTRAL INDEX KEY: 0000711425 STANDARD INDUSTRIAL CLASSIFICATION: OPTICAL INSTRUMENTS & LENSES [3827] IRS NUMBER: 042526583 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-11309 FILM NUMBER: 536795 BUSINESS ADDRESS: STREET 1: PO BOX 550 STREET 2: GALILEO PARK CITY: STURBRIDGE STATE: MA ZIP: 01566 BUSINESS PHONE: 5083479191 MAIL ADDRESS: STREET 1: GALILEO PARK STREET 2: PO BOX 550 CITY: STURBRIDGE STATE: MA ZIP: 01566 FORMER COMPANY: FORMER CONFORMED NAME: GALILEO CORP DATE OF NAME CHANGE: 19970828 FORMER COMPANY: FORMER CONFORMED NAME: GALILEO ELECTRO OPTICS CORP DATE OF NAME CHANGE: 19920703 10-Q 1 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 - Q Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended: December 31, 1999 Commission File Number: 0-11309 NETOPTIX CORPORATION (Exact name of registrant as specified in its charter) Delaware 04-2526583 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) Sturbridge Business Park, P.O. Box 550 01566 Sturbridge, Massachusetts (Zip Code) (Address of principal executive offices) Registrant's telephone number including area code (508) 347-9191 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO ------------------ ------------------ Indicate the number of shares outstanding of each of the Issuer's classes of common stock, as of the latest practicable date. Class Outstanding at February 9, 2000 - ------------------------------- ---------------------------------------- Common stock, par value $.01 11,452,596 shares NETOPTIX CORPORATION INDEX Part I. Financial Information: Page No. Item 1. Financial Statements (unaudited) Consolidated Balance Sheets................................... 3 Consolidated Statements of Operations......................... 4 Consolidated Statements of Cash Flows......................... 5 Notes to Condensed Consolidated Financial Statements.......... 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 10 Part II.Other Information: Forward-Looking Statements..................................... 12 Item 1. Legal Proceedings.............................................. 12 Item 2. Changes in Securities and Use of Proceeds...................... 12 Item 4. Submission of Matters to a Vote of Security Holders............ 12 Item 6. Exhibits and Reports on Form 8-K............................... 13 Signatures..................................................... 14 Part I. FINANCIAL INFORMATION Item 1..........Financial Statements
NETOPTIX CORPORATION CONSOLIDATED BALANCE SHEETS (Unaudited) (Dollars in thousands except share data) Dec. 31, 1999 Sept. 30, 1999 ------------- -------------- ASSETS Current assets: Cash and cash equivalents $ 408 $ 2,117 Accounts receivable, less allowances of $507 3,274 2,789 Inventories 1,631 1,593 Other current assets 286 389 Assets relating to discontinued operations, net 13,807 14,009 Assets held for sale 3,288 3,288 --------- --------- Total current assets 22,694 24,185 Property, plant and equipment, net 13,252 10,520 Excess of cost over the fair value of assets acquired, net 11,690 11,796 Other assets, net 2,470 1,864 --------- --------- Total assets $50,106 $ 48,365 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Revolving line of credit $ 1,630 $ 1,150 Current portion of long term debt 5,350 5,350 Accounts payable 1,990 3,148 Accrued liabilities 2,972 3,590 Accrued liabilities, relating to discontinued operations 5,091 5,000 --------- --------- Total current liabilities 17,033 18,238 Long-term debt 2,345 550 Other liabilities 679 660 --------- --------- Total Liabilities 20,057 19,448 Commitments & contingencies (Note 7) Stockholders' equity: Common stock, $0.01 par value, 36,000,000 shares authorized, 11,416,846 and 11,326,481 issued and outstanding, respectively 114 113 Additional paid-in capital 61,952 61,389 Accumulated deficit (31,803) (32,422) Accumulated other comprehensive loss (214) (163) --------- --------- Total stockholders' equity 30,049 28,917 --------- -------- Total liabilities and stockholders' equity $50,106 $ 48,365 ========= ========= See accompanying notes
NETOPTIX CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) For the Three Months Ended December 31, (Dollars in thousands, except per share data) 1999 1998 ---- ---- Net Sales $ 4,695 $ 3,831 Cost of sales 2,287 2,647 ------- -------- Gross profit 2,408 1,184 Research and development expenses 40 278 Selling & administrative expenses 1,542 3,305 Reduction in carrying value of certain long-lived assets -- 1,841 -------- -------- Total operating expense 1,582 5,424 ------- -------- Operating profit (loss) 826 (4,240) Interest expense, net (249) (320) Other income, net 82 27 -------- -------- Income (loss) from continuing operations before income tax 659 (4,533) Provision for income taxes 40 -- -------- -------- Income (loss) from continuing operations 619 (4,533) Discontinued operations: Income from operations of discontinued operations, net of income taxes -- 392 -------- -------- Net income (loss) $ 619 $ (4,141) ======== ======== Net income (loss) per common shares outstanding: Income (loss) from continuing operations $ 0.05 $ (0.56) Effect of discontinued operations -- 0.05 -------- -------- Net income (loss) $ 0.05 $ (0.51) ======== ======== See accompanying notes
NETOPTIX CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in thousands) (Unaudited) For the Three Months Ended December 31, 1999 1998 ---- ---- Cash flows from operating activities: Net income (loss) $ 619 $ (4,141) Adjustments to reconcile net loss to net cash provided (used) by operating activities: Depreciation and amortization 394 819 Reduction in carrying value of long-lived assets -- 1,841 Other adjustments, net 38 241 Increase (decrease) in cash from changes in operating assets and liabilities: Accounts receivable (485) 1,252 Inventories (38) 201 Accounts payable (1,706) 80 Other changes, net (216) (217) -------- -------- Total adjustments (2,013) 4,217 -------- -------- Net cash provided (used) by operating activities (1,394) 76 Cash flows from investing activities: Capital expenditures (2,993) (730) Proceeds from sale of assets 2 -- -------- -------- Net cash used in investing activities (2,991) (730) Cash flows from financing activities: Borrowings on note payable 9,006 1,750 Payment of notes payable (6,731) (1,059) Proceeds from issuance of common stock, net of expenses 564 56 Payment of financing costs (112) (62) -------- -------- Net cash provided by financing activities 2,727 685 Effect of exchange rate changes on cash (51) 13 -------- -------- Net increase/decrease in cash and cash equivalents (1,709) 44 Cash and cash equivalents at beginning of period 2,117 563 -------- -------- Cash and cash equivalents at end of period $ 408 $ 607 ======== ========
NETOPTIX CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in Thousands, Except Per Share Data) 1. BASIS OF PRESENTATION The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments except as disclosed in Note 7) considered necessary for a fair presentation. The Company's accounting policies are described in the Notes to the Consolidated Financial Statements in the Company's 1999 Form 10-K, which should be read in conjunction with these financial statements. The results of operations for the three months ended December 31, 1999, are not necessarily indicative of the results to be expected for the full year. As stated in Note 4, on January 31, 2000, the Company sold its Leisegang Medical, Inc. and related women's health businesses ("LMI") and related assets, and on July 1, 1999, the Company sold its Scientific Detector and Spectroscopy Products business ("SDP"). These businesses have been presented as discontinued operations in the accompanying consolidated financial statements. For comparative purposes, the statement of operations and related earnings per share information, for all periods presented, have been restated to reflect the results of operations for the discontinued businesses in "Income from operations of discontinued operations, net of income taxes." The consolidated balance sheets reflect the assets related to LMI as "Assets relating to discontinued operations, net." The liabilities, estimated loss from operations and estimated loss on the sale of LMI are reflected on the balance sheet as "Accrued liabilities related to discontinued operations." Certain reclassifications have been made to amounts reported in previous years in order to conform to the current year presentation. 2. INVENTORIES Inventories consist of the following: December 31, September 30, 1999 1999 ------ ----- Finished goods $ 276 $ 569 Work-in-progress 1,043 819 Raw materials 312 205 ------ ------ $1,631 $1,593 ====== ====== 3. EARNINGS PER SHARE The following table sets forth the computation of basic and diluted earnings per share: For the Three Months ended December 31, 1999 1998 ---- ---- Numerator: Income (loss) from continuing operations $ 619 $(4,533) ======== ======== Denominator: Weighted average shares - basic 11,383 8,071 Dilutive stock warrants 955 -- Dilutive employee stock options 388 -- -------- -------- Weighted average shares - assuming dilution 12,726 8,071 ======== ======== Net income (loss) per common share - basic and diluted Income (loss) from continuing operations $ 0.05 $ (0.56) Effect of discontinued businesses -- 0.05 -------- -------- $ 0.05 $ (0.51) ======== ======== 4. DISCONTINUED BUSINESSES On January 31, 2000, the Company sold its LMI and related women's health businesses and related assets. The transaction includes the Company's operating units in Germany and Canada as well as the LMI operation in Boca Raton, Florida. The purchase price is approximately $10 million. The net proceeds will be used to reduce debt and accordingly, such indebtedness have been reflected as a current liability. The Company is in the process of finalizing the actual gain or loss on the disposition of LMI. The Company does not anticipate any material differences from the amounts previously reported. On July 1, 1999, the Company sold its SDP business. The proceeds from the sale, totaling approximately $7.1 million, were applied to the Company's outstanding debt. The Company recorded a gain on the sale of approximately $2.7 million. The tax benefit associated with the net loss on the sale has been fully reserved at September 30, 1999. The operating results and estimated net loss on the sale of these businesses have been presented as discontinued operations. Summarized information of the discontinued operations is as follows:
For the Three Months ended December 31, 1999 Income statement data: LMI SDP Total --- --- ----- Net sales $ 3,461 $ -- $ 3,461 Loss from discontinued operations(1) (613) -- (613) 1998 LMI SDP Total --- --- ----- Net sales $ 16,659 $ 2,463 $ 19,122 Income from discontinued operations 121 271 392 Earnings per share from discontinued operations 0.02 0.03 0.05
Balance sheet data: December 31, 1999 September 30, 1999 ----------------- ------------------ Cash $ 136 $ 75 Accounts receivable 2,030 1,969 Inventories 3,319 3,521 Property, plant and equipment, net 1,387 1,434 Goodwill and other 6,935 7,010 ------- ------ Total assets of discontinued operations $ 13,807 $ 14,009 ====== ====== Other accrued liabilities 505 414 Estimated loss on sale 4,586 4,586 ----- ------ Total liabilities of discontinued operations $ 5,091 $ 5,000 ===== ======
(1) The loss from discontinued operations for the three months ended December 31, 1999 has been provided for in the accrual established as of September 30, 1999. 5. REVOLVING CREDIT FACILITY In September 1999, the Company refinanced its outstanding bank loan through a new credit facility ("Credit Facility"). The Credit Facility provides for a term loan ("Term Loan") of $13.0 million, bearing interest at prime rate plus 2.0% or LIBOR plus 3.0% (10.50% at December 31, 1999) and a revolving line of credit ("Revolver") of $12.0 million, bearing interest at prime plus 1.75% or LIBOR plus 2.5% (10.25% at December 31, 1999). The Term Loan is used to finance equipment and capital expenditures for use in the Company's optical systems and components business in the United States and Germany. Such equipment collateralizes the Term Loan, whereas the Revolver is secured by accounts receivables and inventory. The borrowings under the Revolver are subject to eligible accounts receivable and inventory. The Credit Facility includes provisions which require the Company to remit the net cash proceeds of the LMI sale to the bank. Therefore, $5.4 million of the $7.6 million and $5.9 million outstanding on the Term Loan at December 31, 1999 and September 30, 1999, respectively, as well as the $1.6 million and $1.2 million outstanding on the Revolver as of December 31, 1999 and September 30, 1999, respectively, are stated as current liabilities. The outstanding balance of the Term Loan as of September 30, 2000 will become payable in 20 quarterly installments starting November 1, 2000. The carrying value of this debt as of December 31, 1999 approximated its fair market value. The Credit Facility contains certain covenants and requirements concerning financial ratios and other indebtedness, as well as limitations regarding the payment of dividends in fiscal year 2000. 6. NONRECURRING CHARGES (a) Impairment of Long-Lived Assets For the three months ended December 31, 1998, the Company recorded a charge of $1.8 million for costs to reduce the carrying value of certain long-lived assets to estimated fair market value primarily related to land and buildings, as well as maintenance and engineering equipment at the Company's Sturbridge, Massachusetts facility. (b) Telecommunications Products During the three months ended December 31, 1998, the Company terminated its telecommunications business and reduced the workforce. The Company suspended all investments for this business and related activities. The Company incurred operating losses related to the telecommunications business of $0.4 million for the three months ended December 31, 1998. 7. COMMITMENTS AND CONTINGENCIES The Company is a defendant in four class action law suits filed in Federal District Court in the Commonwealth of Massachusetts by stockholders of the Company alleging violations of the federal securities laws based on alleged misleading statements regarding the Company's financial performance and other matters. The Company believes these lawsuits are without merit and intends to defend them vigorously. 8. COMPREHENSIVE INCOME Total comprehensive income (loss) was ($51) and $13 for the three months ended December 31, 1999 and 1998, respectively. Part I. FINANCIAL INFORMATION Item 2. Management's Discussion And Analysis Of Financial Condition And Results Of Operations Financial Condition Revenues for the three month period ended December 31, 1999 of $4.7 million were 22.6% greater than the comparable prior year period. In the most recent quarter, sales of approximately $1.5 million were included from the Dense Wavelength Division Multiplexing (DWDM) filter business. This was the first ever quarter to include results from the DWDM filter business which resulted from the Company's shift to a telecommunications strategy that has been in progress since January 1999. As part of this strategy, the Company, during the fourth quarter ending September 30, 1999, sold its Scientific Detector and Spectroscopy Products (SDP) business and announced the sale of the Leisegang Medical, Inc. (LMI) and related women's health businesses. The sale of the LMI businesses was closed on January 31, 2000. The disposition of those businesses have been treated as discontinued operations and their results are included in the discontinued operations section of the Statements of Operations. As the focus was being shifted to the start-up of its DWDM business at the OFC subsidiary, resources were shifted away from its historical core business, which resulted in sales decreases during the quarter of approximately 40.0% in that core business. Also during the quarter, sales at its Diamond Turning Division increased by 8.0%. As a result of the DWDM filter business, the overall gross profit percentage increased to 51.3% from 30.9% from the prior year due to the higher gross profit on filter sales as compared to the existing core business. Research and Development (R&D) expenses for the period ended December 31, 1998 included project costs associated with the Telecom business that was terminated during the first quarter of fiscal year 1999. That elimination accounts for the decrease in R&D spending year-over-year in addition to the fact that the development team has been focused on production rather than research. Selling and administrative expenses were approximately $1.8 million lower for the fiscal year 2000 first quarter as the previous year's results included $0.8 million of one-time costs associated with a reduction in workforce and other consolidation costs. The balance of the reduced spending is accounted for by the subsequent downsizing, primarily, of Corporate administrative functions and lower general Corporate expenditures resulting from a smaller and less complex Corporate structure. Also during the quarter ended December 31, 1998, approximately $1.8 million of asset impairment costs were incurred associated with the termination of the Medical Endoscope Products business and certain portions of its SDP businesses. Interest expense for the recent quarter ended was $71,000 lower than the prior year as the average bank balance outstanding decreased to $9.3 million from $13.5 million for the prior year. The borrowing rates were not significantly different between years. Current borrowings supported the DWDM project spending and some working capital requirements while the previous years' balance almost entirely supported working capital shortfalls, as the Company was experiencing severe liquidity problems at that time. For both the current and comparable prior year periods, the Company's effective tax rate differs from the statutory rate primarily due to the available tax loss carry-forwards. The provision principally relates to foreign and state income taxes. As discussed earlier, the disposition of SDP and LMI are accounted for as discontinued operations with the results for the periods presented restated to reflect that accounting treatment. For the quarter ended December 31, 1998, results from discontinued operations included net incomes of $0.3 million for SDP and $0.1 million for LMI. For the current period, LMI incurred a small loss which was charged to a reserve for discontinued operations that was established at September 30, 1999. Year 2000 As previously disclosed, the Company had put into place various strategies to address and remedy Year 2000 issues. As of the date of this filing, the Company has experienced no Year 2000 related difficulties and none are expected. There were no costs related to remediation efforts during the first quarter of fiscal 2000. Part II. Other Information FORWARD-LOOKING STATEMENTS This Form 10-Q includes forward-looking statements concerning pending legal proceedings and other aspects of future operations. These forward-looking statements are based on certain underlying assumptions and expectations of management. Certain factors could cause actual results to differ materially from the forward-looking statements included in this Form 10-Q. For additional information on those factors which could affect actual results, please refer to the Company's Form 10-K for the fiscal year ended September 30, 1999. ITEM 1. LEGAL PROCEEDINGS There is one class action lawsuit pending against the Company and certain of its former officers alleging violations of federal securities laws which was filed on June 21, 1999. This lawsuit consolidates and amends four class action lawsuits filed during the first quarter of fiscal year 1999. The Company is in the process of responding to the allegations contained in the lawsuit. As indicated previously, the Company will vigorously defend this lawsuit and believes that it is without merit. ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS. (C) Sales of Unregistered Securities On September 1, 1999, the Company issued a total of 50,000 shares of common stock to Fleet National Bank, as Custodian FBO NetOptix Corporation Employee Pension Plan, for an aggregate purchase price of $623,437.50. The Company issued the shares without registration under the Securities Act of 1993 (the "Act") in reliance upon the exemption provided in Section 4(2) of the Act. This exemption was made available to the Company based on the fact that there was a single purchaser who made appropriate investment representations to the Company in connection with the acquisition of the shares. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS (a) The Annual Meeting of Stockholders began on January 26, 2000 and later that day was adjourned until February 9, 2000, on which date the Annual Meeting of Stockholders was concluded. (b) Each of the persons named in the Proxy Statement as a nominee for Director was elected. (c) Set forth below are the voting results on each of the matters which were submitted to the stockholders:
Withheld Broker Election of Directors: For Against or Abstain Non-Votes --- ------- ---------- --------- Gerhard R. Andlinger 9,865,054 540,907 Charles E. Ball 9,832,255 573,706 John F. Blais, Jr. 9,864,755 541,206 Todd F. Davenport 9,864,355 541,606 Robert D. Happ 8,433,625 1,972,336 Stephen A. Magida 9,863,955 542,006 Paul C. O'Brien 9,832,554 573,407
Resolutions: To approve the 1999 6,963,285 529,479 147,690 2,765,507 Stock Option Plan To approve the 1999 7,308,411 281,970 163,468 2,652,112 Stock Option Plan for Non-Employee Directors To approve an increase in the 9,518,246 871,505 16,210 number of authorized shares of Common Stock to 100,000,000 To approve the authorization of 6,913,131 679,947 47,376 2,765,507 2,000,000 shares of a new class of undesignated preferred stock To approve the deletion of an 7,789,470 147,113 Article from the Certificate of Incorporation which required the approval of 66 2/3% of the outstanding shares to approve certain transactions
Additional information regarding the matters referred to under this Item 4 is set forth in the Proxy Statement dated December 30, 1999 previously filed with the Commission and incorporated herein by reference. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K a. Exhibits: 3 Amended and Restatd Bylaws of the Company, as amended on January 26, 2000 27.1 Financial Data Schedule (EDGAR filing only). 27.2 Financial Data Schedule (EDGAR filing only) b. Reports on Form 8-K 1. Current Report on Form 8-K dated September 30, 1999 and filed on October 21, 1999, with two press releases dated September 30, 1999 and October 4, 1999 and a Loan and Security Agreement dated as of September 30, 1999 attached as exhibits thereto, regarding (i) the Company's change of its name to NetOptix Corporation effective September 30, 1999; and (ii) the Company's completion of arrangements for a debt financing package totaling $25 million with Deutsch Financial Services Corporation. 2. Current Report on Form 8-K dated November 18, 1999 and filed on November 22, 1999, with a press release dated November 18, 1999 attached as an exhibit thereto, regarding the setting of the Company's 2000 Annual Meeting of Stockholders for January 26, 2000 and the record date for determining the stockholders allowed to vote at such Annual Meeting at November 30, 1999. 3. Current Report on Form 8-K/A dated November 17, 1999 and filed on December 10, 1999, with a press release dated December 8, 1999 attached as an exhibit thereto, regarding the change in the record date for the Company's 2000 Annual Meeting of Stockholders from November 30, 1999 to December 8, 1999. 4. Current Report on Form 8-K dated December 14, 1999 and filed on December 16, 1999, with two press releases, each dated December 14, 1999, attached as exhibits thereto, regarding (i) the Company's reported financial results for its fourth quarter ended September 30, 1999 and for the fiscal year ended September 30, 1999 (including attached consolidated condensed balance sheets as of September 30, 1998 and 1999 and consolidated statements of operations for the three-month and twelve-month periods ended September 30, 1998 and 1999), and (ii) the Company's agreement to sell its women's health businesses and related assets to CooperSurgical, Inc. 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 thereunto duly authorized. NETOPTIX CORPORATION Dated: February 11, 2000 /s/ Gerhard R. Andlinger ----------------------------------------- Gerhard R. Andlinger, Chairman of the Board and Chief Executive Officer (Principal Executive Officer) /s/ Thomas J. Mathews ----------------------------------------- Thomas J. Mathews, Vice President, Finance, Chief Financial Officer and Assistant Secretary (Principal Financial and Accounting Officer) NETOPTIX CORPORATION INDEX TO EXHIBITS Exhibit No. - ----------- 3 Amended and Restated Bylaws of the Company, as amended on January 26, 2000. 27.1 Financial Data Schedule 27.2 Financial Data Schedule EX-3.(I) 2 NETOPTIX CORPORATION AMENDED & RESTATED BY-LAWS Adopted January 26, 2000 NETOPTIX CORPORATION AMENDED AND RESTATED BY-LAWS ARTICLE I OFFICES Section 1. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 2. The corporation may also have offices at such other places, both within and without the State of Delaware, as the board of directors may from time to time determine or the business of the Corporation may require. ARTICLE II MEETINGS OF STOCKHOLDERS Section 1. All meetings of the stockholders for the election of directors shall be held in the City of Sturbridge, Massachusetts, at such place as may be fixed from time to time by the board of directors, or at such other place, either within or without the State of Delaware, as shall be designated from time to time by the board of directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. Section 2. The annual meeting of the stockholders shall be held on the third Thursday in January in each year, or such other date as may be fixed by the board of directors, at such time as shall be stated in the notice of the meeting for the purpose of electing directors and for the transaction of such other business as may properly come before the meeting. Section 3. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting. Section 4. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Section 5. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten nor more than sixty days before the date of the meeting, to each stockholder entitled to vote at such meeting. Section 6. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. Section 7. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. Whether or not such quorum shall be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall, by a majority vote thereof, have power to adjourn the meeting from time to time, without notice other than announcement at the meeting. At such adjourned meeting, at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. The stockholders present or represented at any duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum. Section 8. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes, the certificate of incorporation, or these by-laws, a different vote is required, in which case such express provision shall govern and control the decision of such question. Section 9. Unless otherwise provided in the certificate of incorporation, each stockholder shall, at every meeting of the stockholders, be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period. Section 10. Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. ARTICLE III DIRECTORS Section 1. The business of the corporation shall be managed by its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the stockholders. Section 2. The number of directors which shall constitute the whole board shall be not less than three nor more than nine. Within the limits above specified, the number of directors shall be determined by resolution of the board of directors or by the stockholders at the annual meeting. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 3 of this Article, and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders. Section 3. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. MEETINGS OF THE BOARD OF DIRECTORS Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware. Section 5. The first meeting of each newly elected board of directors shall be held as soon as practicable after each annual election of directors on the same day and at the same place at which such election was held and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event such meeting is not held at such time and place, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors. Section 6. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board. Section 7. Special meetings of the board may be called by the president on two days' notice to each director, if such notice is delivered personally or sent by telegram, or on at least three days' notice if sent by mail. Special meetings shall be called by the president or secretary in like manner and on like notice on the written request of at least one-half of the directors then in office. Section 8. At all meetings of the board a majority of the directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may otherwise be specifically provided by statute, the Restated Certificate of Incorporation or these by-laws. If a quorum shall not be present at any meeting of the board of directors, the directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present. The directors present at any duly organized meeting of the board of directors may continue to transact business until adjournment, notwithstanding the withdrawal of enough directors to leave less than a quorum. The corporation shall not, without the consent of the Required Directors, as defined below, at the time of such proposed action, (i) amend, alter or repeal any provision of the Restated Certificate of Incorporation or by-laws of the corporation, or file any certificate of designation relating to any preferred stock; (ii) sell, convey, transfer, abandon, lease or otherwise dispose of or encumber all or substantially all of its property or business or effect a material change in the nature of its business; (iii) sell, convey, transfer, abandon, lease or otherwise dispose of or encumber any of the capital stock of Leisegang Medical, Inc. or Optical Filter Corporation, or sell all or substantially all of the property or business of either of those corporations, whether or not they constitute all or substantially all of the property or business of the corporation, (iv) purchase, lease or otherwise acquire all or substantially all of the properties or assets of any other corporation or entity (whether through the purchase of stock or assets); (v) merge or consolidate with or into any other corporation, corporations, entity or entities; (vi) voluntarily dissolve, liquidate, or wind up or carry out any partial liquidation or dissolution or transaction in the nature of a partial liquidation or dissolution; (vii) issue any shares of its common stock or any class or series of capital stock, or any options, warrants, bonds, debentures, notes or other obligations or securities convertible into or exchangeable for, or having optional rights to purchase, its common stock (other than issuances of common stock upon the exercise of outstanding options or future awards granted pursuant to the corporation's 1981 Stock Option Plan, 1991 Stock Option Plan, 1996 Directors Stock Option Plan or 1997 Stock Purchase Plan) or adopt any new stock option plan or stock appreciation plan, amend any such plans or amend or reprice any award or grant thereunder; or (viii) incur any indebtedness (other than accounts payable arising in the ordinary course of business) except as permitted, at the time of such incurrence, by the corporation's existing credit facility as amended or restated at such time; provided, however, that the provisions of this paragraph shall terminate on the first date that Andlinger Capital XIII LLC (the "Investor") and its Permitted Transferees, as defined below, beneficially own in the aggregate less than 98% of their Initial Common Holdings, as defined below. For the purposes of the preceding paragraph: (i) "Initial Common Holdings" means the aggregate of 2,000,000 shares of the corporation's common stock plus 2,000,000 shares of such stock issuable upon exercise of the warrant issued to the Investor at the closing of the purchase of such securities by the Investor under the Securities Purchase Agreement dated as of December 22, 1998 (as if such shares were issued at such closing); (ii) "Permitted Transferee" means (a) the members of Investor, (b) the spouse or children or grandchildren (in each case, natural or adopted) or any trust for the sole benefit of the spouse or children or grandchildren (in each case, natural or adopted) of any member of Investor, (c) the heirs, executors, administrators or personal representatives upon the death of any member of Investor or upon the incompetency or disability of any member of Investor for purposes of the protection and management of the assets of such member, and (d) any affiliate of Investor or its members; and (iii) "Required Directors" means that number of directors of the corporation's board of directors equal to the quotient obtained by dividing (x) five times the number of directors constituting all directors at the time of such determination by (y) seven, and, if such quotient is not a whole number, rounding such quotient up to the nearest whole number so that, for example, if the number of all directors on the board is seven, the number of Required Directors would be five, and if the number of all directors is nine, the number of Required Directors would be seven. Section 9. Unless otherwise restricted by the certificate of incorporation or by these by-laws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee. Section 10. Unless otherwise restricted by the certificate of incorporation or these by-laws, members of the board of directors may participate in a meeting of the board of directors or any committee, by means of conference, telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting. COMMITTEES OF DIRECTORS Section 11. The board of directors may, by resolution passed by a majority of the directors then in office, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence of disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation's property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the by-laws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors. Section 12. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required. Except as otherwise determined by the board of directors, the provisions of these by-laws governing meetings of the board of directors shall apply also to meetings of committees. COMPENSATION OF DIRECTORS Section 13. Unless otherwise restricted by the certificate of incorporation or these by-laws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings. ARTICLE IV NOTICES Section 1. Whenever, under the provisions of the statutes or of the certificate of incorporation or of these by-laws, notice is required to be given to any director or stockholder, it shall not be construed to necessitate personal notice, but such notice may be given in writing, delivered in person, by mail or telegraphic means, addressed to such director or stockholder at his address as it appears on the records of the corporation, with postage or other fees thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited with the United States Postal Service, lodged with a telegraphic common carrier or delivered in person to such address. Section 2. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these by-laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. ARTICLE V OFFICERS Section 1. The officers of the corporation shall be chosen by the board of directors and shall be a president, a vice-president, a secretary and a treasurer. The board of directors may also choose a chairman of the board, additional vice-presidents, one or more assistant secretaries and assistant treasurers and any other officers that it deems necessary or appropriate. Any number of offices may be held by the same person, unless the certificate of incorporation or these by-laws otherwise provide. Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice-presidents, a secretary and a treasurer. Section 3. The board of directors may, at any time, appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board. Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors. Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed, with or without cause, at any time by the affirmative vote of a majority of the directors then in office. Any vacancy occurring in any office of the corporation shall be filled by the board of directors. THE CHAIRMAN OF THE BOARD Section 6. The chairman of the board, if any, shall be the chief executive officer of the corporation and, subject to the direction of the board of directors, shall perform such executive, supervisory and management functions and duties as may be assigned to him from time to time by the board of directors. He shall, if present, preside at all meetings of stockholders and of the board of directors unless otherwise determined by the board of directors. Section 6(a). The chairman of the board may execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation. THE PRESIDENT Section 7. The president shall preside at all meetings of the stockholders and the board of directors in the absence of a chairman of the board, shall have general and active management of the business of the corporation (except to the extent that the board of directors has designated certain business units of the corporation and the management thereof to report directly to the chairman of the board) and shall see that all orders and resolutions of the board of directors and the chairman of the board are carried into effect. Section 8. The president may execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation. THE VICE-PRESIDENTS Section 9. In the absence of the president or in the event of his inability or refusal to act, the vice-president or in the event there be more than one vice-president, the vice-presidents in the order designated by the directors (or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-presidents shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. THE SECRETARY AND ASSISTANT SECRETARIES Section 10. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it, and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature. Section 11. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors (of if there be no such determination, then in the order of their election), shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. THE TREASURER AND ASSISTANT TREASURERS Section 12. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors. Section 13. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation. Section 14. If required by the board of directors, he shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation. Section 15. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors (or if there be no such determination, then in the order of their election), shall, in the absence of the treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. ARTICLE VI CERTIFICATES OF STOCK Section 1. Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by, the president or a vice president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation, certifying the number of shares owned by him in the corporation. Section 2. Any of or all the signatures on the certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. LOST CERTIFICATES Section 3. The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed. TRANSFERS OF STOCK Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. FIXING RECORD DATE Section 5. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting. REGISTERED STOCKHOLDERS Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware. ARTICLE VII GENERAL PROVISIONS DIVIDENDS Section 1. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation. Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created. CHECKS Section 3. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate. FISCAL YEAR Section 4. Except as from time to time otherwise provided by the board of directors, the fiscal year of the corporation shall commence on the first day of October. SEAL Section 5. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words "Corporate Seal, Delaware". The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. ARTICLE VIII AMENDMENTS Section 1. Except as may be provided in Section 8 of Article III, these by-laws may be altered, amended or repealed or new by-laws may be adopted by the stockholders or by the board of directors at any regular or special meeting of the stockholders or of the board of directors. ARTICLE IX INDEMNIFICATION Section 1. Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit, or proceeding, whether criminal, administrative or investigative, by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendments) against all expenses, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith, provided, however, that the corporation shall indemnify any such person seeking indemnity in connection with any suit or proceeding (or part thereof) initiated by such person only if such action, suit or proceeding (or part thereof) was authorized by the board of directors of the corporation. Such right shall be a contract right and shall include the right to be paid by the corporation expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of such proceeding, shall be made only upon delivery to the corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it should be determined ultimately that such director or officer is not entitled to be indemnified under this Section or otherwise. Section 2. Right of Claimant to Bring Suit. If a claim under Section 1 is not paid in full by the corporation within ninety days after a written claim has been received by the corporation, the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred, in defending any proceeding in advance of its final disposition where the required undertaking has been tendered to the corporation) that the claimant has not met the standards of conduct which make it permissible under the Delaware General Corporation Law for the corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the corporation. Neither the failure of the corporation (including its board of directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the corporation (including its board of directors, independent legal counsel, or its stockholders) that the claimant had not met such applicable standard of conduct, shall be a defense to the action or create a presumption that claimant had not met the applicable standard of conduct. Section 3. Non-Exclusivity of Rights. The rights conferred on any person by Sections 1 and 2 shall not be exclusive of any other right which such person may have or hereafter acquire under any statute, provision of the certificate of incorporation, by-law, agreement, vote of stockholders or disinterested directors or otherwise. Section 4. Insurance. The corporation may maintain insurance, at its expense, to protect itself and any such director, officer, employee or agent of the corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law. EX-27 3 FDS 5
5 Exhibit 27.1 0000711425 NetOptix Corporation 1,000 U.S. DOLLARS 3-MOS SEP-30-2000 OCT-01-1999 DEC-31-1999 1.000 408 0 3,781 507 1,631 22,694 25,376 12,124 50,106 17,033 2,345 0 0 114 29,935 50,106 4,695 4,695 2,287 2,327 (82) 0 249 659 40 619 0 0 0 619 0.05 0.05
EX-27 4 FDS 5 RESTATED FDS 3-MOS ENDED DEC-31-1998
5 Exhibit 27.2 0000711425 NetOptix Corporation 1,000 U.S. DOLLARS 3-MOS SEP-30-1999 OCT-01-1998 DEC-31-1998 1.000 754 0 7,990 1,290 8,711 24,520 39,728 32,875 51,910 22,331 992 0 0 81 28,506 51,910 3,831 3,831 2,647 2,925 (27) 0 320 (4,533) 0 (4,533) 392 0 0 (4,141) (0.56) (0.51)
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