-----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, VTdcZPCKiqbUSlBikm+2QB8mt1gcldze70i0/G3jai+8b8Gc51JkNN3OVBYyR5sJ IzSfdWnKsy+HL5pqet/B7Q== 0000908662-00-000068.txt : 20000215 0000908662-00-000068.hdr.sgml : 20000215 ACCESSION NUMBER: 0000908662-00-000068 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000214 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000214 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: 8-K SEC ACT: SEC FILE NUMBER: 000-11309 FILM NUMBER: 542834 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 8-K 1 FORM 8-K 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) Forward-Looking Statements. - -------------------------- 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 -------------- ------------- 3 Restated Certificate of Incorporation of the Registrant, as adopted on February 9, 2000 99.1 Press Release dated February 14, 2000 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 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 EX-3 2 RESTATED CERTIFICATE OF INCORPORATION 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 EX-99.1 3 PRESS RELEASE 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. ### -----END PRIVACY-ENHANCED MESSAGE-----