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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 (Fee Required)
For the fiscal year ended DECEMBER 31, 1994.
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 ELECTRO-OPTICS 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:
GALILEO ELECTRO-OPTICS CORPORATION
GALILEO 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 Plan Equity.
3. Notes to Financial Statements.
Exhibit
- -------
Consent of Ernst & Young to the incorporation by reference in the Registration
Statement (Form S-8, No. 33-7702) pertaining to the plan, and in the related
prospectus, of their report dated March 6, 1995 with respect to the plan
financial statements for the year ending December 31, 1994.
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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 ELECTRO-OPTICS CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
/s/ Josef W. Rokus
--------------------------------
Josef W. Rokus
Vice President, Finance
& Chief Financial Officer
Date: March 22, 1995
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FINANCIAL STATEMENTS
GALILEO ELECTRO-OPTICS CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
YEARS ENDED DECEMBER 31, 1994 AND 1993
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GALILEO ELECTRO-OPTICS CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
FINANCIAL STATEMENTS
Years ended December 31, 1994 and 1993
<TABLE>
CONTENTS
<S> <C>
Report of Independent Auditors . . . . . . . . . . . . . . . . 1
Audited Financial Statements
Statements of Financial Condition . . . . . . . . . . . . . . . 2
Statements of Changes in Plan Equity . . . . . . . . . . . . . 3
Notes to Financial Statements . . . . . . . . . . . . . . . . . 4
</TABLE>
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[LETTERHEAD]
Report of Independent Auditors
The Employee Stock Purchase Plan Committee
Galileo Electro-Optics Corporation
Employee Stock Purchase Plan
We have audited the accompanying statements of financial condition of the
Galileo Electro-Optics Corporation Employee Stock Purchase Plan as of December
31, 1994 and 1993, and the related statements of changes in plan equity for
each of the three years in the period ended December 31, 1994. 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 generally accepted auditing
standards. 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 Electro-Optics
Corporation Employee Stock Purchase Plan at December 31, 1994 and 1993, and the
changes in its plan equity for each of the three years in the period ended
December 31, 1994, in conformity with generally accepted accounting principles.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
March 6, 1995
1
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Galileo Electro-Optics Corporation
Employee Stock Purchase Plan
Statements of Financial Condition
<TABLE>
<CAPTION>
DECEMBER 31
1994 1993
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<S> <C> <C>
ASSETS
Investment in common stock at market (cost
$190,607 and $227,195 at 1994 and 1993,
respectively) (Note 4) $103,067 $111,267
Cash and cash equivalents 1,481 2,243
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Total assets $104,548 $113,510
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LIABILITIES AND PLAN EQUITY
Accounts payable $ 16,768 $ 2,601
Plan equity:
Vested 80,827 77,636
Nonvested 6,953 33,273
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Total plan equity 87,780 110,909
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Total liabilities and plan equity $104,548 $113,510
===========================
<FN>
See accompanying notes.
</TABLE>
2
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<TABLE>
GALILEO ELECTRO-OPTICS CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
STATEMENTS OF CHANGES IN PLAN EQUITY
<CAPTION>
YEAR ENDED DECEMBER 31
1994 1993 1992
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<S> <C> <C> <C>
Interest income $ 27 $ 35 $ 167
Net appreciation (depreciation) in fair
value of investments (Note 4) 28,388 (136,011) 98,175
Realized loss on shares sold (Note 5) (13,337) (8,514) (12,822)
Contributions:
Employee 15,619 26,842 24,496
Employer 6,620 12,737 11,310
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Total contributions 22,239 39,579 35,806
Withdrawals (60,446) (36,485) (51,179)
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Increase (decrease) in plan equity (23,129) (141,396) 70,147
Plan equity at beginning of year 110,909 252,305 182,158
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Plan equity at end of year $ 87,780 $110,909 $252,305
==================================================
</TABLE>
See accompanying notes.
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GALILEO ELECTRO-OPTICS CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1994 AND 1993
1. DESCRIPTION OF PLAN
Galileo Electro-Optics Corporation (the Company) adopted an Employee Stock
Purchase Plan (the Plan) on June 18, 1986, pursuant to which employees may
purchase shares of the Company's common stock through payroll deductions and
receive partially matching contributions from the Company to purchase
additional common stock. In addition to payroll deductions, employees are
allowed to make direct contributions to the Plan.
Any full-time employee of the Company is eligible to participate in the Plan if
he or she is at least eighteen years of age and has been employed by the
Company for twelve consecutive months. In addition, any part-time employee who
meets the same age requirements and has been in the Company's employ for
twenty-four consecutive months is eligible. Participation in the Plan is
strictly voluntary.
The Plan is administered by a committee appointed by the Board of Directors of
the Company.
2. SIGNIFICANT ACCOUNTING POLICIES
INVESTMENTS
Investments in common stock of the Company are purchased in the open market.
Shares are carried at market value based upon the latest reported sales price.
Monthly stock purchases are recorded at the average of the market values during
the month. Realized gains and losses are determined on an average cost basis.
ADMINISTRATIVE EXPENSES
All expenses of the Plan are paid by the Company.
CONTRIBUTIONS
In any given year, the maximum amount of contributions that a participant may
make is $1,000. Matching employer contributions are made on a sliding scale as
follows:
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<S> <C>
50% First $250
40% Second $250
30% Last $500
</TABLE>
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Galileo Electro-Optics Corporation
Employee Stock Purchase Plan
Notes to Financial Statements (continued)
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
INCOME TAX STATUS
The Plan is a nonqualified profit-sharing plan under the Internal Revenue Code
of 1986 (the Code). Company contributions are tax deductible expenses for the
Company at the time the participant's interest in the contributions vest.
Company contributions will result in taxable ordinary income to participants
when their interests in such contributions are vested. Hence, the Plan itself
is not subject to income taxes.
The Plan is not subject to the provisions of the Employee Retirement Income
Security Act of 1974, which relates to the protection of employee benefit
rights, because it is not a plan of deferred compensation and is not subject to
Section 401(a) of the Code.
3. VESTING AND BENEFITS
Common stock purchased with a participant's contributions becomes vested in the
participant's account immediately. Common stock purchased with Company
contributions becomes vested in the participant's account on January 1 of the
second plan year following the plan year during which such contributions are
made. Additional shares resulting from a stock split or stock dividend vest
immediately. A participant's account derived from Company contributions will
also vest upon his or her sixty-fifth birthday, upon early retirement with
twenty years of service, disability or death, or upon termination of the Plan.
If a participant makes withdrawals, the unvested portion of his or her account
will be forfeited proportionately to the amount of vested shares withdrawn.
Upon retirement at age sixty-five, the participant shall be entitled to receive
the entire number of shares of common stock held in his or her account and cash
equal to the value of any fractional share, including any portion which would
not otherwise be vested at that time.
At December 31, 1994 and 1993, there were 89 and 118 Plan participants,
respectively.
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Galileo Electro-Optics Corporation
Employee Stock Purchase Plan
Notes to Financial Statements (continued)
<TABLE>
4. NET APPRECIATION (DEPRECIATION) IN FAIR VALUE OF INVESTMENTS
Investments consisted of 26,598 shares, 28,714 shares, and 27,679 shares of the
Company's $.01 par value common stock at December 31, 1994, 1993 and 1992,
respectively. The cost of such shares amounted to $190,607, $227,195, and
$232,488, at December 31, 1994, 1993 and 1992, respectively. Net unrealized
appreciation (depreciation) of investments is as follows:
<S> <C>
Balance at December 31, 1991 $(78,092)
Change for the year 98,175
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Balance at December 31, 1992 20,083
Change for the year (136,011)
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Balance at December 31, 1993 (115,928)
Change for the year 28,388
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Balance at December 31, 1994 $(87,540)
========
</TABLE>
<TABLE>
5. REALIZED LOSSES
The realized loss on shares sold was determined as follows:
<CAPTION>
AVERAGE REALIZED
COST PROCEEDS LOSS
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<S> <C> <C> <C>
Year ended December 31, 1992 $47,417 $34,595 $(12,822)
Year ended December 31, 1993 $24,789 $16,275 $ (8,514)
Year ended December 31, 1994 $27,266 $13,929 $(13,337)
</TABLE>
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EXHIBIT 99.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 33-7702) pertaining to the Employee Stock Purchase Plan of
Galileo Electro-Optics Corporation of our report dated March 6, 1995, with
respect to the financial statements of the Galileo Electro-Optics Corporation
Employee Stock Purchase Plan included in this Annual Report (Form 11-K) for the
year ended December 31, 1994.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
Providence, Rhode Island
March 22, 1995
