-----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, QETUG2JPJTGxC/TwQP2ZNO57NXYTBCCR8oFtWFxJs1Tk/DFRnsCI2Bg71T1mD7Kd uq5EO4gwjiOr5QiLVkKBlA== 0000950135-99-005632.txt : 19991217 0000950135-99-005632.hdr.sgml : 19991217 ACCESSION NUMBER: 0000950135-99-005632 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19991214 ITEM INFORMATION: FILED AS OF DATE: 19991216 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: 99775826 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): December 14, 1999 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. On December 14, 1999, NetOptix Corporation (the "Company") reported financial results for its fourth quarter and for the fiscal year ended September 30, 1999. The Company also announced that it has agreed to sell its Leisegang Medical, Inc. (LMI) and related women's health businesses and related assets to CooperSurgical, Inc., a unit of The Cooper Companies, Inc. The transaction includes the Company's operating units in Germany (Leisegang GmbH) and Canada (Galenica Inc.), as well as the LMI operations in Boca Raton, Florida. Two press releases, each dated December 14, 1999, describing each of these items are attached hereto as Exhibits 99.1 and 99.2. 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/ Gerhard R. Andlinger ----------------------------------- Gerhard R. Andlinger Chairman of the Board, President and Chief Executive Officer Date: December 15, 1999 4 EXHIBIT INDEX EXHIBIT NUMBER EXHIBIT TITLE ------ ------------- 99.1 Press Release dated December 14, 1999 99.2 Press Release dated December 14, 1999 EX-99.1 2 PRESS RELEASE DATED DECEMBER 14, 1999 1 EXHIBIT 99.1 CONTACT: THOMAS J. MATHEWS VICE PRESIDENT, FINANCE AND CFO 561-994-0202, EXT. 227 NETOPTIX CORPORATION REPORTS RESULTS FOR THE FOURTH QUARTER AND FISCAL YEAR 1999 STURBRIDGE, MASSACHUSETTS, DECEMBER 14, 1999 - NetOptix Corporation (NASDAQ National Market: OPTX) today reported results for the fourth quarter and fiscal year 1999. With the reporting of its 1999 fourth quarter and full-year results, which were net losses of $8.9 million and $12.9 million, respectively, NetOptix Corporation has completed its transition to its telecommunications strategy. The implementation of that strategy, which is being driven by the Company's significant investment in and commitment to the Dense Wavelength Division Multiplex (DWDM) filter market, has been underway throughout fiscal year 1999 and culminated in the fourth quarter with the successful market introduction of its DWDM filter. That transition includes the signing of an agreement to sell substantially all of its women's healthcare business, conducted under the name of Leisegang Medical, Inc., for approximately $10 million cash with a scheduled closing on January 31, 2000. Included in the fourth quarter loss is the above-mentioned planned sale of Leisegang Medical, Inc. and subsidiaries at an estimated loss of $5.0 million, the further write-down by approximately $3.3 million of the Sturbridge facility which is currently held for sale, and the recognition of the impairment of certain other long-lived assets of approximately $1.3 million. Offsetting these losses were fourth quarter gains totaling approximately $3.4 million, recognized from the previously announced sale of its Scientific Detector Products Business and certain assets related to a previously discontinued business. Except for some start-up costs, the quarter's 2 loss does not include measurable impact from DWDM filters as operating revenues and expenses did not occur until the first quarter of fiscal year 2000. Gerhard R. Andlinger, Chairman of the Board and President of NetOptix Corporation, said, "Since January, with the investment by Andlinger Capital XIII LLC in NetOptix Corporation, we have concentrated on reallocating Company assets, strengthening its balance sheet including securing long-term financing, and repositioning the Company with the key focus being on the telecommunications industry. Our fourth quarter transactions are additional steps that achieve and support those long-range plans." He further added, "We are satisfied with our progress over a short period of time with the production and shipment of DWDM filters and we expect a profitable first quarter." This press release contains forward-looking statements, which are subject to the inherent uncertainties in predicting future results and conditions, such as comments regarding future financial performance and growth opportunities. Certain factors that could cause actual results to differ materially from those projected include the Company's ability to remain in compliance with its loan covenants, achieve the objectives it has established for its development programs or incur disruptions in the operation of the OFC manufacturing facilities. Other factors affecting the Company's businesses are discussed in its Annual Report on Form 10-K for the fiscal year ended September 30, 1998. #### 3 NETOPTIX CORPORATION CONSOLIDATED CONDENSED BALANCE SHEETS (Dollars in thousands)
ASSETS SEPTEMBER 30 - ------ ------------------------- 1999 1998 -------- -------- Current assets: Cash and cash equivalents $ 2,117 $ 710 Accounts receivable, net 2,789 7,952 Inventories 1,593 8,828 Other current assets 389 1,092 Assets relating to discontinued operations, net 14,009 -- Assets held for sale 3,288 -- -------- -------- Total current assets 24,185 18,582 Property, plant, and equipment, net 10,520 16,128 Excess of cost over the fair value of assets acquired, net 11,796 19,396 Other assets, net 1,864 1,548 -------- -------- Total assets $ 48,365 $ 55,654 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY - ------------------------------------ Current liabilities: Notes payable $ 5,900 $ 11,846 Current portion of other notes payable -- 1,458 Accounts payable 3,147 4,283 Accrued liabilities 3,590 4,400 Accrued liabilities, including current portion of estimated losses and expenses relating to discontinued operations of $1,405 5,000 -- -------- -------- Total current liabilities 17,637 21,987 Notes payable 1,150 -- Other liabilities 660 1,008 Shareholders' equity: Common stock 113 81 Additional paid-in capital 61,389 52,176 Accumulated deficit (32,421) (19,545) Accumulated other comprehensive loss (163) (53) -------- -------- Total shareholders' equity 28,918 32,659 -------- -------- Total liabilities and shareholders' equity $ 48,365 $ 55,654 ======== ========
4 NETOPTIX CORPORATION CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED FOR THE YEAR ENDED SEPTEMBER 30, SEPTEMBER 30, ----------------------- ------------------------- (Dollars in thousands except per share data) 1999 1998 1999 1998 -------- ------- -------- -------- Net sales $ 2,672 $ 4,484 $ 14,366 $ 14,774 Cost of sales 2,120 6,832 9,536 14,919 -------- ------- -------- -------- Gross profit (loss) 552 (2,348) 4,830 (145) Engineering expenses 20 120 231 3,032 Selling & administrative expenses 2,404 3,259 9,461 8,154 Provision for uncollectible (recovery of) accounts receivable -- (415) -- 569 Reduction in carrying value of certain long-lived assets 4,519 1,525 6,360 1,525 -------- ------- -------- -------- Total operating expense 6,943 4,489 16,052 13,280 -------- ------- -------- -------- Operating loss (6,391) (6,837) (11,222) (13,425) Interest (expense), net (121) (246) (912) (524) Other income, net 660 125 837 162 -------- ------- -------- -------- Loss from continuing operations before income tax (5,852) (6,958) (11,297) (13,787) Provision for (benefit from) income taxes (42) 352 13 178 -------- ------- -------- -------- Loss from continuing operations (5,810) (7,310) (11,310) (13,965) Discontinued operations: Income (loss) from operations of discontinued businesses, net of income taxes (747) (52) 748 1,338 Loss on disposal of discontinued businesses, net of income taxes (2,315) -- (2,315) -- -------- ------- -------- -------- Net loss $ (8,872) $(7,362) $(12,877) $(12,627) ======== ======= ======== ======== Net loss per common shares outstanding: Loss from continuing operations $ (0.56) $ (0.91) $ (1.19) $ (1.83) Effect of discontinued operations (0.30) (0.01) (0.16) 0.18 -------- ------- -------- -------- Net loss $ (0.86) $ (0.92) $ (1.35) $ (1.65) ======== ======= ======== ======== Weighted average common shares outstanding 10,317 8,053 9,510 7,646 ======== ======= ======== ========
Certain reclassifications have been made to amounts reported in previous quarters to conform with current quarter presentation. EX-99.2 3 PRESS RELEASE DATED DECEMBER 14, 1999 1 EXHIBIT 99.2 CONTACT: CATHERINE A. PYTEL 508-347-4258 NETOPTIX CORPORATION TO SELL LEISEGANG MEDICAL, INC. AND WOMEN'S HEALTHCARE BUSINESSES STURBRIDGE, MASSACHUSETTS, DECEMBER 14, 1999 - NetOptix Corporation (NASDAQ National Market: OPTX) today announced that it has agreed to sell its Leisegang Medical, Inc. (LMI) and related women's health businesses and related assets to CooperSurgical, Inc. (CSI), a unit of The Cooper Companies, Inc. (NYSE/PCX: COO). The transaction includes NetOptix operating units in Germany, Leisegang GmbH, and Canada, Galenica Inc., as well as the LMI operations in Boca Raton, Florida. The purchase price is approximately $10 million, payable in cash, with a scheduled closing on January 31, 2000. LMI, Leisegang GmbH and Galenica, which design, manufacture and distribute diagnostic and surgical instruments and other precision instrumentation for the women's healthcare market, currently have combined annual revenues of about $15 million. NetOptix intends to use the net proceeds, after payment or provision for transaction costs, closing escrows and retained liabilities of the LMI business, to reduce debt and to fund research and development activities and additional production capacity for its Dense Wavelength Division Multiplexer (DWDM) business, operated through its Optical Filter Corporation (OFC) subsidiary in Natick, Massachusetts, and its OFC GmbH subsidiary in Germany. NetOptix Corporation is headquartered in Sturbridge, Massachusetts. OFC and OFC GmbH subsidiaries design, manufacture and market a broad range of optical components and systems that incorporate recent advances in phototonic technology and optical coating. OFC Corporation has manufacturing locations in Natick, Massachusetts and Keene, New Hampshire. The NetOptix web address is www.netoptix.com. 2 The Cooper Companies, Inc. and its subsidiaries develop, manufacture and market specialty healthcare products. CooperSurgical, Inc., headquartered in Shelton, Connecticut, markets diagnostic products, surgical instruments and accessories for the gynecological market. CooperVision, Inc., headquartered in Irvine, California, with manufacturing facilities in Huntington Beach, California, Rochester, New York, Toronto, Canada and Hamble, England, markets a broad range of contact lenses for the vision care market. Corporate offices are located in Irvine and Pleasanton, California. Cooper's web address is www.coopercos.com. FORWARD-LOOKING STATEMENTS. This press release contains "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. To identify forward-looking statements, look for words like "believes", "expects", "may", "will", "should", "seeks", "approximately", "intends", "plans", "estimates" or "anticipates", and similar words or phrases. Discussion of strategy, plans or intentions often contains forward-looking statements. These, and all forward-looking statements, necessarily depend on assumptions, dates or methods that may be incorrect or imprecise. Events, among others, that could cause actual results and future actions to differ materially from those described by or contemplated in the forward-looking statements include major changes in business conditions and the economy, loss of key senior management, major disruptions in the operation of the OFC manufacturing facilities or delays in delivery of new production equipment, new competition or technologies, significant disruptions caused by their parties failing to address the Year 2000 issue or by problems with our Year 2000 compliance program, foreign currency exchange exposure, investments in research and development and other start-up projects, regulatory issues, significant environmental clean-up costs above those already accrued, litigation costs, costs of business divestitures, and other factors described in the NetOptix Securities and Exchange Commission filings, including a section in the Annual Report on Form 10-K for the year ended September 30, 1998. # # # -----END PRIVACY-ENHANCED MESSAGE-----