Corning Inc/NY – ‘SC 13D’ on 2/23/00 re: Netoptix Corp

On:  Wednesday, 2/23/00   ·   Accession #:  901309-0-95   ·   File #:  5-34610

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General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership              9     31K 

Document Table of Contents

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 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON D.C. 20549

SCHEDULE 13D
 UNDER THE SECURITIES EXCHANGE ACT OF 1934

 NetOptix Corporation (formerly Galileo Corporation)
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(Name of Issuer)

Common Stock, par value $.01 per share
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(Title of Class of Securities)

64116F103 (formerly 363544107)
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(CUSIP Number)

                                   William D. Eggers, Esq.
Deborah McLean Quinn, Esq.           Senior Vice President and General Counsel  
Nixon Peabody LLP                         Corning Incorporated        
Clinton Square Suite 1300                     One Riverfront Plaza            
Rochester, New York  14604                    Corning, New York 14831           
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and 
Communications)                                                                 

 February 13, 2000
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 (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report 
the acquisition which is the subject of this Schedule 13D, and is filing this   
schedule because of ss.ss. 240.13d-1(e), 240.13d01(f) or 240.13d-1(g), check the
following box |_|.                                                              

NOTE: Schedules filed in paper format shall include a signed original and five  
copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for other  
parties to whom copies are to be sent.                                          

*The remainder of this cover page shall be filled out for a reporting person's  
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the       
disclosures provided in a prior cover page.                                     

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of   
1934 ("Act") or otherwise subject to the liabilities of that section of the Act 
but shall be subject to all other provisions of the Act (however, see the       
Notes).                                                                         

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CUSIP No. .64116F103 (formerly 363544107)........                    Page 2 of 9
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            1. Names of Reporting Persons. I.R.S. Identification Nos. of
above persons (entities only).            
Corning Incorporated                      
16-0393470                                
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        2. Check the Appropriate Box if a Member of a Group (See
Instructions)                             

(a)                                       

(b)                             X         

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3. SEC Use Only                                 
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4. Source of Funds (See Instructions)           
OO                                        
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                5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e)                     
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6. Citizenship or Place of Organization         
State of New York                         
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         Sole Voting Power
7.          
                        4,906,652 shares of Common Stock
Number of                                                                       
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Shares                              Shared Voting Power                         
Beneficially                      8.                                            
Owned by                            0                                           
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Each                                Sole Dispositive Power                      
Reporting                         9.                                            
Person With                         0                                           
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                Shared Dispositive Power
10.           
0       
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              11. Aggregate Amount Beneficially Owned by Each Reporting Person
4,906,652* shares of Common Stock         
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            12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)                 
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CUSIP No. .64116F103 (formerly 363544107)........                    Page 3 of 9
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    13. Percent of Class Represented by Amount in Row (11)
39.1%                                     
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14. Type of Reporting Person (See Instructions)   
CO                                        
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  *Includes 1,000,000 shares subject to an immediately exercisable
warrant and 100,000 shares subject to a stock option.                           

         This Schedule relates to shares of the Common Stock, par value $.01 per
share ("Common Stock") of NetOptix Corporation (the "Issuer" or "NetOptix"). The
Issuer's principal executive office is located at Sturbridge Business Park, P.O.
Box 550, Sturbridge, Massachusetts 01566.                                       

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ITEM 2.  IDENTITY AND BACKGROUND.                                               

      This Statement is being filed by Corning Incorporated ("Corning") in
connection with (i) an Agreement and Plan of Merger (the "Merger Agreement"),   
dated as of February 13, 2000, among Corning, its wholly owned subsidiary CI    
Subsidiary, Inc., and NetOptix, and (ii) the Stockholders' Voting Agreement and 
Irrevocable Proxy (the "Stockholders' Agreement") among Corning, CI Subsidiary, 
Inc., NetOptix and Andlinger Capital XIII LLC, Gerhard R. Andlinger John F.     
Blais, Jr. and Stephen A. Magida in his capacity as manager of Andlinger Capital
XIII LLC and as trustee of the Gerhard R. Andlinger Intangible Asset Management 
Trust, dated as of December 29, 1997 (the "NetOptix Significant Stockholders"), 
dated February 13, 2000, which grants Corning the right, as proxy and           
attorney-in-fact (with full power of substitution), for and in the name, place  
and stead of the NetOptix Significant Stockholders, to vote such Stockholders'  
shares of Common Stock or grant any consent or approval with respect to such    
Stockholders' shares of Common Stock under certain circumstances described      
below. The Merger Agreement and the Stockholders' Agreement are incorporated by 
reference as an exhibit to this Schedule 13D.                                   

      Corning is organized as a corporation under the laws of the State of
New York, and its principal business address is One Riverfront Plaza, Corning,  
New York 14831. Corning manufactures optical fiber, cable and photonics products
for the telecommunications industry; and high-performance displays and          
components for television and other communications-related industries. Corning  
also uses advanced materials to manufacture products for scientific,            
semiconductor and environmental markets. The names, business addresses,         
principal occupations and citizenship of the directors and executive officers of
Corning are set forth in Annex A hereto and are incorporated herein by          
reference.                                                                      

        None of Corning or its directors or executive officers has, during the
last five years, been (i) convicted in a criminal proceeding (excluding traffic 
violations or similar misdemeanors), or (ii) been a party to a civil proceeding 
of a judicial or administrative body of competent jurisdiction as a result of   
which he, she or it is or was subject to a judgment, decree or final order      
enjoining future violations of, or prohibiting or mandating activities subject  
to, federal or state securities laws or finding any violation with respect to   
such laws.                                                                      

ITEM 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION                      

     In consideration of and as a condition to Corning entering into the
Merger Agreement, Corning has been appointed proxy and attorney-in-fact to vote 
the shares of NetOptix Common Stock owned by the NetOptix Significant           
Stockholders as of February 13, 2000 and which may be acquired pursuant to      
outstanding options as of such date, and has been granted certain other rights  
under the Stockholders' Agreement.                                              

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ITEM 4.  PURPOSE OF THE TRANSACTION                                             

       On February 13, 2000, Corning, Merger Subsidiary and NetOptix entered
into the Merger Agreement pursuant to which Merger Subsidiary will merge with   
and into NetOptix. Upon consummation of the merger, the directors and officers  
of Merger Subsidiary immediately prior to the merger will be the directors and  
officers of the surviving corporation after the merger, the separate existence  
of Merger Subsidiary will cease, and all of the outstanding shares of the       
surviving corporation will be held by Corning. The aggregate purchase price     
payable by Corning consists of .9 shares of Corning common stock, par value $.50
per share, for an aggregate of up to approximately 12,083,200 shares of Corning 
Common Stock. Completion of the merger is subject to customary conditions,      
including the approval by NetOptix shareholders and regulatory approvals. The   
Merger Agreement may be terminated under certain circumstances including if (a) 
NetOptix does not obtain the required stockholder approval, (b) the merger is   
not consummated by July 31, 2000, or (c) NetOptix receives and its board of     
directors approves an unsolicited proposal to acquire all of NetOptix's Common  
Stock or all or substantially all of NetOptix's assets, which NetOptix's board  
concludes is materially more favorable to NetOptix's shareholders from a        
financial point of view than the transactions contemplated by the Merger        
Agreement, subject to certain conditions and limitations. The terms of the      
Merger Agreement are incorporated herein by reference.                          

  Corning, Merger Subsidiary, NetOptix and the NetOptix Signficant
Stockholders entered into the Stockholders' Agreement as a condition of Corning 
entering into the Merger Agreement. Pursuant to the terms of the Stockholders'  
Agreement, the NetOptix Significant Stockholders have each agreed that at any   
meeting of stockholders of NetOptix, however called, or any action by written   
consent of the stockholders of NetOptix in lieu of a meeting, the NetOptix      
Substantial Stockholders will vote all of their shares of NetOptix Common Stock:
(i) in favor of the adoption and approval of the Merger Agreement and the       
transactions contemplated by the Merger Agreement (the "Merger Proposal"), (ii) 
against any merger agreement or merger (other than the merger contemplated by   
the Merger Agreement), consolidation, combination, share exchange, sale of      
substantial assets, reorganization, recapitalization, dissolution, liquidation  
or winding up of or by NetOptix, and (iii) against any amendment to NetOptix's  
certificate of incorporation or by-laws or other proposal or transaction        
involving NetOptix or any of its subsidiaries, which amendment or other proposal
or transaction would be reasonably likely to impede, frustrate, prevent, hinder,
delay or nullify the Merger Agreement or the Stockholders' Agreement or the     
transactions contemplated thereby or change the voting rights of securities of  
NetOptix. The NetOptix Significant Stockholders also appointed Corning as proxy 
and attorney-in-fact to vote their NetOptix Common Stock in the same manner for 
the Merger Proposal and against contrary proposals. The NetOptix Significant    
Stockholders also agreed not to (a) transfer ownership of their shares of       
NetOptix stock, (b) enter into any contract, option or arrangement with respect 
to the transfer of their shares, or (c) enter into any other voting arrangement 
with respect to their shares during the term of the Stockholders' Agreement. The
Stockholders' Agreement will terminate upon the termination of the Merger       
Agreement in accordance with its terms.                                         

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ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER                                   

         Corning has been named as proxy and attorney-in-fact to vote the shares
of NetOptix Common Stock held by the NetOptix Significant Stockholders as       
described herein. See Item 7. The percentage of ownership set forth in this     
Schedule 13D is based upon 11,452,596 shares of the Issuer's Common Stock       
outstanding as of February 9, 2000, as reported in the Issuer's Quarterly Report
on Form 10-Q for the quarter ended December 31, 1999.                           

    Corning declares that the filing of this Schedule 13D shall not be
construed as an admission that such person is, for the purposes of Section 13(d)
of the Act, the beneficial owner of any NetOptix Common Stock, as to which he or
it disclaims beneficial ownership.                                              

ITEM 6.  CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT  
TO SECURITIES OF THE ISSUER                                                     

        Other than the Merger Agreement described in response to Item 4 (which
response is incorporated in this Item 6 by reference), and the Stockholders'    
Agreement described in response to Items 3 and 4 (which responses are           
incorporated in this Item 6 by reference) and the transactions contemplated     
thereby, there are no contracts, arrangements, understandings or relationships  
among the persons named in Item 2 or between such person and any other person   
with respect to the shares of NetOptix Common Stock or, to the best knowledge of
Corning, among any of Corning's executive officers and directors or, to the best
knowledge of Corning Inc., between any of Corning's executive officers and      
directors and any other person, with respect to the shares of NetOptix Common   
Stock.                                                                          

ITEM 7.  MATERIAL TO BE FILED AS EXHIBITS                                       

     1. Agreement and Plan of Merger dated as of February 13, 2000 among
Corning, Merger Subsidiary and NetOptix. Incorporated by reference to Exhibit   
XIV of the Amendment No. 3 to Schedule 13D filed by Andlinger Capital Corp. on  
February 17, 2000 ("Andlinger 13D").                                            

  2. Stockholder's Voting and Proxy Agreement dated as of February
13, 2000 between Corning, Merger Subsidiary and each of the NetOptix Significant
Stockholders. Incorporated by reference to Exhibit XV of Andlinger 13D.         

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SIGNATURE                                                                       

         After reasonable inquiry and to the best of the undersigned's knowledge
and belief I certify that the information set forth in this statement is true,  
complete and correct.                                                           

Dated:  February 23, 2000                    Corning Incorporated               

                        /s/Ann Gosnell
                                         -------------------------------
                     Ann Gosnell
                             Assistant Secretary

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Schedule A

EXECUTIVE OFFICERS OF CORNING INCORPORATED (all with business addresses at One  
Riverfront Plaza, Corning, New York 14831):                                     

Name                    Citizen           Title                                 
Roger G. Ackerman.......United States     Chairman of the Board of Directors    
                               and Chief Executive Officer
Norman E. Garrity.......United States     Vice Chairman and Director            
John W. Loose...........United States     President, Chief Operating Officer    
                and Director
Katherine A. Asbeck.....United States     Vice President and Controller         
Charles W. Deneka.......United States     Executive Vice President, Science &   
                                          Technology and Chief Technical Officer

William D. Eggers.......United States     Senior Vice President and General     
           Counsel
James B. Flaws..........United States     Executive Vice President and Chief    
                     Financial Officer
A. John Peck Jr.........United States     Vice President and Secretary          
Edward W. Rich..........United States     Vice President and Treasurer          
Robert L Ecklin.........United States     Executive Vice President              
Kirk P. Gregg...........United States     Senior Vice President                 
Randall D. Price........United States     Executive Vice President              
Peter Volanakis.........United States     Executive Vice President              

NON-EMPLOYEE DIRECTORS OF CORNING INCORPORATED (all with business addresses at  
One Riverfront Plaza, Corning, New York 14831):                                 

Robert Barker...........United States     Director of Corning                   
                                       Incorporated, Professor and Provost
                                Emeritus, Cornell University
John Seeley Brown ......United States     Director of Corning Incorporated, Vice
                                        President and Chief Scientist, Xerox
               Corporation
John H. Foster..........United States     Director of Corning Incorporated,     
                                       Managing Partner, Foster Management
           Company
Gordon Gund.............United States     Director of Corning Incorporated,     
                                          President and Chief Executive Officer,
                               Gund Investment Corporation
John M. Hennessy........United States     Director of Corning Incorporated,     
                                      Chairman of Private Equity, Credit
                                   Suisse First Boston Corporation
James R. Houghton.......United States     Director of Corning Incorporated,     
                              Chairman Emeritus, Corning
                Incorporated
James W. Kinnear........United States     Director of Corning Incorporated,     
                                         Retired President and Chief Executive
                        Officer, Texaco Inc.

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James J. O'Connor.......United States     Director of Corning Incorporated,     
                                     Retired Chairman of the Board and
                                   Chief Executive Officer, Unicom
               Corporation
Catherine A. Rein.......United States     Director of Corning Incorporated,     
                                          President and Chief Executive Officer,
                                      Metropolitan Property and Casualty
                     Insurance Company
Deborah D. Rieman.......United States     Director of Corning Incorporated,     
                                   Entrepreneur in Residence, U.S.
                    Venture Partners
H. Onno Ruding..........The Netherlands   Director of Corning Incorporated, Vice
                            Chairman, Citibank, N.A.
William D. Smithburg....United States     Director of Corning Incorporated,     
                                        Retired Chairman and Chief Executive
                                    Officer, The Quaker Oats Company

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D’ Filing		Date		First		Last			Other Filings
		7/31/00		5
Filed on:		2/23/00		7					8-K
		2/17/00		6					8-K
		2/13/00		1		6			8-K
		2/9/00		6
		12/31/99		6					10-K/A,  10-K405,  10-Q,  11-K,  8-K
		12/29/97		4
									List all Filings