-----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, CYBzdOIbnRVn4bceB+2ZF1xUz+H8jOIwlaGpYSznzHM/VuuPT87ORsR6MX1WXJdy vRA6gxMA4ksYYWg89l2xiA== 0000950135-00-001027.txt : 20000224 0000950135-00-001027.hdr.sgml : 20000224 ACCESSION NUMBER: 0000950135-00-001027 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000213 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000223 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: 551346 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 NETOPTIX CORPORATION 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 13, 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) 2 ITEM 5. OTHER EVENTS. As previously announced on February 13, 2000, NetOptix Corporation ("NetOptix") signed an Agreement and Plan of Merger ("Merger Agreement") with Corning Incorporated ("Corning") pursuant to which a subsidiary of Corning will be merged into NetOptix. In connection with the Merger Agreement, certain major NetOptix stockholders, including affiliates of Gerhard R. Andlinger, Chairman and CEO, and John F. Blais, Jr., director, have agreed with Corning to vote in favor of the merger pursuant to a Stockholder Voting Agreement and Irrevocable Proxy (the "Stockholder Agreement"). NetOptix hereby files the Merger Agreement and the Stockholder Agreement by incorporating them by reference to a Schedule 13D amendment filed by certain NetOptix stockholders on February 18, 2000. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) Not applicable (b) Not applicable (c) Exhibits: EXHIBIT NUMBER EXHIBIT TITLE -------------- ------------- *99.1 Agreement and Plan of Merger among Corning Incorporated, CI Subsidiary, Inc. and NetOptix Corporation dated as of February 13, 2000. **99.2 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 herein by reference to Exhibit XIV attached to Amendment No. 3 to Schedule 13D filed by Andlinger Capital XIII LLC with the Commission as of February 18, 2000 (File No. 005-34610). ** Incorporated herein by reference to Exhibit XV attached to Amendment No. 3 to Schedule 13D filed by Andlinger Capital XIII LLC with the Commission as of February 18, 2000 (File No. 005-34610). -2- 3 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, Chief Financial Officer, Treasurer and Assistant Secretary Date: February 23, 2000 -3- -----END PRIVACY-ENHANCED MESSAGE-----