-----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, K8PODMn/QFd02VIOre2mMxyZyKXo8HpPQPB5i77IlUcfYYoSM/+7XcQeWKWuoAQm 8d3ixxknqS/Z3YC78+awSA== 0000950135-00-001951.txt : 20000414 0000950135-00-001951.hdr.sgml : 20000414 ACCESSION NUMBER: 0000950135-00-001951 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000330 DATE AS OF CHANGE: 20000413 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NETOPTIX CORP CENTRAL INDEX KEY: 0000711425 STANDARD INDUSTRIAL CLASSIFICATION: 3827 IRS NUMBER: 042526583 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 000-11309 FILM NUMBER: 592153 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 11-K 1 GALILEO CORPORATION 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K (Mark One) [X] Annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934 (No Fee Required) For the fiscal year ended DECEMBER 31, 1999. OR [ ] Transition report pursuant to Section 15(d) of the Securities Exchange Act of 1934 (No Fee Required) For the transition period from ________ to ________ Commission file number 0-11309. A. Full title of the plan and the address of the plan, if different from that of the issuer named below: GALILEO CORPORATION EMPLOYEE STOCK PURCHASE PLAN B. Name of the issuer of the securities held pursuant to the plan and the address of its principal executive office: NETOPTIX CORPORATION STURBRIDGE BUSINESS PARK, P.O. BOX 550 STURBRIDGE, MASSACHUSETTS 01566 FINANCIAL STATEMENTS OF THE PLAN Report of Independent Auditors. 1. Statements of Financial Condition. 2. Statements of Changes in Participants' Equity. 3. Notes to Financial Statements. EXHIBIT Consent of Ernst & Young to the incorporation by reference in the Registration Statements (Form S-8, No. 333-23345) pertaining to the Galileo Corporation Employee Stock Purchase Plan and related Prospectus of our report dated March 9, 2000, with respect to the financial statements of the Galileo Corporation Employee Stock Purchase Plan included in this Annual Report (Form 11-K) for the year ended December 31, 1999. 2 FINANCIAL STATEMENTS GALILEO CORPORATION EMPLOYEE STOCK PURCHASE PLAN YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997 3 Galileo Corporation Employee Stock Purchase Plan Financial Statements Years ended December 31, 1999, 1998 and 1997 CONTENTS Report of Independent Auditors...............................................1 Audited Financial Statements Statements of Financial Condition............................................2 Statements of Changes in Participants' Equity................................3 Notes to Financial Statements................................................4 4 Report of Independent Auditors The Employee Stock Purchase Plan Committee of NetOptix Corporation Galileo Corporation Employee Stock Purchase Plan We have audited the accompanying statements of financial condition of the Galileo Corporation Employee Stock Purchase Plan as of December 31, 1999 and 1998, and the related statements of changes in participants' equity for each of the three years in the period ended December 31, 1999. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Galileo Corporation Employee Stock Purchase Plan at December 31, 1999 and 1998, and the changes in participants' equity for each of the three years in the period ended December 31, 1999, in conformity with accounting principles generally accepted in the United States. ERNST & YOUNG LLP March 9, 2000 5 Galileo Corporation Employee Stock Purchase Plan Statements of Financial Condition DECEMBER 31 1999 1998 ---------------------- ASSETS Investment in Galileo Corporation common stock, at fair value (Cost: 1999-$145,194, 1998-$324,304) $1,612,716 $172,183 Employee contribution receivable 32,592 30,429 ---------------------- Total assets $1,645,308 $202,612 ====================== PARTICIPANTS' EQUITY $1,645,308 $202,612 ====================== See accompanying notes. 2 6 Galileo Corporation Employee Stock Purchase Plan Statements of Changes in Participants' Equity
YEAR ENDED DECEMBER 31 1999 1998 1997 ----------------------------------------- Interest income $ -- $ -- $ 3 Net unrealized gain (loss) in fair value of common stock 1,590,475 (230,013) (197,286) Realized gain (loss) on shares sold 406,585 (22,067) 4,140 Employee contributions 95,820 214,795 93,293 ----------------------------------------- Total 2,092,880 (37,285) (99,850) Withdrawals (650,184) (109,050) (26,434) ----------------------------------------- Net increase (decrease) 1,442,696 (146,335) (126,284) Participants' equity at beginning of year 202,612 348,947 475,231 ----------------------------------------- Participants' equity at end of year $1,645,308 $ 202,612 $ 348,947 =========================================
See accompanying notes. 3 7 Galileo Corporation Employee Stock Purchase Plan Notes to Financial Statements Years ended December 31, 1999, 1998 and 1997 1. DESCRIPTION OF PLAN NetOptix Corporation, formerly Galileo Corporation, (the Company) adopted an Employee Stock Purchase Plan (the "Plan") on June 18, 1986. Effective January 1, 1997, the Company adopted the Galileo Corporation 1997 Employee Stock Purchase Plan (the "Purchase Plan"), a Section 423 stock purchase plan. All participants in the Plan automatically (1) became participants in the Purchase Plan, and (2) became vested in all shares previously held in the Plan. The Purchase Plan is available to all employees whose customary employment is more than 20 hours per week and who have completed three months of employment with the Company. The Purchase Plan qualifies as an "employee stock purchase plan" under Section 423 of the Internal Revenue Code of 1986, as amended, and is not subject to the applicable provisions of the Employee Retirement Income Security Act of 1974, as amended. The Purchase Plan provides quarterly offering periods to eligible employees to purchase common stock under the Purchase Plan. The employees may make contributions to the Purchase Plan through payroll deductions, with a maximum annual contribution of $25,000 of shares of the Company's stock at a 15% discount off the lower of its fair value at the beginning of the offering period or the fair value at the applicable exercise date. An offering period is a period during which payroll deductions will be accumulated. All payroll deductions are credited to the participant's account under the Purchase Plan and are deposited with the general funds of the Company. The offering periods begin on each January 1, April 1, July 1, and October 1. Under the Purchase Plan, a participant can have 1% to 10% of their gross pay deducted on an after-tax basis to purchase stock. There is no Company match, and a participant is 100% vested in their account at all times under the Purchase Plan. The Purchase Plan is administered by a committee appointed by the Board of Directors of the Company. 4 8 1. DESCRIPTION OF PLAN (CONTINUED) WITHDRAWAL FROM OFFERING A participant in an offering may withdraw from an offering as to all (but not part) of the unexercised rights granted under such offering by giving written notice of such cancellation to the Company before any exercise date. Any amounts withheld for the purchase of stock from the employee's compensation through payroll deductions will be paid to the employee, without interest, upon such withdrawal, and the rights granted with respect to the offering will be automatically terminated. A withdrawing participant may not again participate until the commencement of a new offering. TERMINATION Upon the termination of employment for any reason, including the death of the participant, before the date on which any rights granted under the Plan are exercisable, all such rights will immediately terminate, and amounts withheld for the purchase of common stock from the participant's compensation through payroll deductions will be paid to the participant or to the participant's estate, without interest. PLAN TERMINATION Although it has not expressed an intent to do so, the Board may at any time terminate the Plan, except that no such termination may adversely affect the existing rights of participants. 2. SIGNIFICANT ACCOUNTING POLICIES INVESTMENTS Investments in common stock of the Company are issued by the Company from shares reserved for the Purchase Plan. Shares are carried at fair value based upon the latest reported sales price. Realized gains and losses are determined on an average cost basis. The total number of shares held at December 31, 1999 and 1998, were 24,161 and 52,287, respectively. 5 9 2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) ADMINISTRATIVE EXPENSES Substantially all expenses of the Plan are paid by the Company. 3. INCOME TAX STATUS The Plan is a nonqualified plan for Internal Revenue Service purposes. Participant contributions to the Plan constitute taxable wages for the taxable year in which such contributions would have been paid to the participant. The Plan is not subject to federal income taxes. Plan participants recognize no taxable income at the time of purchase of shares. However, both ordinary income and a capital gain or capital loss may be realized upon disposition of shares by the participant. 4. REALIZED GAINS AND LOSSES The realized gain (loss) on shares sold was determined as follows: AVERAGE REALIZED COST PROCEEDS GAIN (LOSS) ------------------------------------- Year ended December 31, 1997 $ 7,156 $ 11,296 $ 4,140 Year ended December 31, 1998 $131,061 $108,994 $(22,067) Year ended December 31, 1999 $243,600 $650,185 $406,585 5. SUBSEQUENT EVENT On February 14, 2000, the Company announced that it was being acquired by Corning, Inc. The sale has not been completed and there have been no plan amendments in connection with this transaction. 6 10 Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-23345) pertaining to the Galileo Corporation Employee Stock Purchase Plan and related Prospectus of our report dated March 9, 2000, with respect to the financial statements of the Galileo Corporation Employee Stock Purchase Plan included in this Annual Report (Form 11-K) for the year ended December 31, 1999. ERNST & YOUNG LLP Providence, Rhode Island March 23, 2000 7 11 SIGNATURE THE PLAN. Pursuant to the requirements of the Securities Exchange Act of 1934, the Trustee has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. GALILEO CORPORATION EMPLOYEE STOCK PURCHASE PLAN By: /s/ Thomas J. Mathews ------------------------------- Thomas J. Mathews Vice President, Finance and Chief Financial Officer Date: March 30, 2000 8 -----END PRIVACY-ENHANCED MESSAGE-----