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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): January 26, 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)
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ITEM 5. OTHER EVENTS.
On January 26, 2000, NetOptix Corporation (the "Company") reported financial
results for its first quarter fiscal year 2000.
On January 31, 2000, the Company announced that it sold its women's health
businesses and related assets to CooperSurgical, Inc. a unit of The Cooper
Companies, Inc., for a purchase price of approximately $10 million cash. The
proceeds will be used to reduce debt and to fund research and development
activities and additional production for the Company's Dense Wavelength Division
Multiplexer (DWDM) business.
On February 1, 2000, NetOptix Corporation announced the appointment of Ralf
Faber as President of the Company, succeeding Gerhard R. Andlinger, who
continues as Chairman of the Board and Chief Executive Officer.
Three press releases, dated January 26, 2000, January 31, 2000 and February 1,
2000, describing each of these items are attached hereto as Exhibits 99.1, 99.2
and 99.6.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
EXHIBIT
NUMBER EXHIBIT TITLE
-------- -------------
99.1 Press Release dated January 26, 2000
99.2 Press Release dated January 31, 2000
99.3 Stock and Asset Purchase Agreement among The Cooper
Companies, Inc., CooperSurgical Acquisition Corp., and
NetOptix Corporation, Leisegang Medical, Inc., Galenica
Inc. and Leisegang Feinmechanik-Optik GmbH dated as of
December 14, 1999 (See Table of Contents for list of
omitted exhibits and schedules.)
The Registrant hereby agrees to provide the
Commission, upon request, with copies of the omitted
exhibits and schedules.
99.4 Stock and Asset Purchase Agreement Amended and Restated
Schedules dated January 31, 2000
The Registrant hereby agrees to provide the Commission,
upon request, with copies of any omitted attachment to the
schedules.
99.5 Amendment No. 1 to Stock and Asset Purchase Agreement
dated as of January 28, 2000
99.6 Press Release dated February 1, 2000
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SIGNATURES
Pursuant to the requirements 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
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Gerhard R. Andlinger
Chairman of the Board
and Chief Executive Officer
Date: February 4, 2000
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EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT TITLE
------- -------------
99.1 Press Release dated January 26, 2000
99.2 Press Release dated January 31, 2000
99.3 Stock and Asset Purchase Agreement among The Cooper
Companies, Inc., CooperSurgical Acquisition Corp., and
NetOptix Corporation, Leisegang Medical, Inc., Galenica
Inc. and Leisegang Feinmechanik-Optik GmbH dated as of
December 14, 1999 (See Table of Contents for list of
omitted exhibits and schedules.)
The Registrant hereby agrees to provide the Commission,
upon request, with copies of the omitted exhibits and
schedules.
99.4 Stock and Asset Purchase Agreement Amended and Restated
Schedules dated January 31, 2000
The Registrant hereby agrees to provide the Commission,
upon request, with copies of any omitted attachments to the
schedules.
99.5 Amendment No. 1 to Stock and Asset Purchase Agreement
dated as of January 28, 2000
99.6 Press Release dated February 1, 2000