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REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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GALILEO ELECTRO-OPTICS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 04-2526583
(State or other jurisdiction of incorporation) (I.R.S. Employer Identification
No.)
GALILEO PARK, P.O. BOX 550, STURBRIDGE, MASSACHUSETTS 01566
(Address of Principal Executive Offices)
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1996 DIRECTOR STOCK OPTION PLAN
(Full Title of the Plan)
JOSEF W. ROKUS, VICE PRESIDENT, FINANCE
Galileo Electro-Optics Corporation
P.O. Box 550, Galileo Park
Sturbridge, Massachusetts 01566
(508) 347-9191
(Name, address and telephone number of agent for service)
with copies to:
DAVID R. POKROSS, JR., ESQ.
Palmer & Dodge LLP
One Beacon Street
Boston, Massachusetts 02108
(617) 573-0100
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<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
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Title of each class of securities to Amount to be Proposed Proposed maximum Amount of
be registered registered maximum offering aggregate offering registration fee
price per share(1) price(1)
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<S> <C> <C> <C> <C>
Common Stock, $0.01 par value 130,000 shares(2) $17.81 $2,315,300.00 $799.00
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<FN>
(1) Estimated solely for the purpose of determining the registration fee and
computed pursuant to Rule 457(h) and based upon the average of the high and
low sale prices on April 8, 1996 as reported by the Nasdaq National Market
System.
(2) This Registration Statement registers 130,000 shares of Common Stock under
the 1996 Director Stock Option Plan. An aggregate of 70,000 shares of
Common Stock has previously been registered under such plan (SEC File No.
33-47588).
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Statement Regarding Incorporation By Reference From Effective Registration
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Statement
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This Registration Statement covers additional securities of the same class
as the securities of the Registrant registered on Form S-8 (Registration No.
33-47588) filed with the Securities and Exchange Commission on May 1, 1992, the
contents of which are hereby incorporated by reference, relating to the
Registrant's 1989 Director Stock Option Plan. The 1989 Director Stock Option
Plan has been amended and restated as the 1996 Director Stock Option Plan
effective as of January 19, 1996.
Item 8. Exhibits.
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See Exhibit Index at page 5.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the Town of Sturbridge, Commonwealth of Massachusetts, on April
11, 1996.
GALILEO ELECTRO-OPTICS CORPORATION
By: /s/ Josef W. Rokus
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Josef W. Rokus
Vice President, Finance
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POWER OF ATTORNEY
The undersigned officers and directors of Galileo Electro-Optics
Corporation hereby severally constitute and appoint Josef W. Rokus and David R.
Pokross Jr. and each of them, our true and lawful attorneys-in-fact, with full
power to sign any amendments to this Registration Statement on Form S-8
(including any post-effective amendment thereto), and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission.
<TABLE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ William T. Hanley President, Chief Executive March 22, 1996
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William T. Hanley Officer and Director
(Principal Executive Officer)
/s/ Josef W. Rokus Vice President, Finance March 22, 1996
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Josef W. Rokus (Principal Financial and
Accounting Officer)
/s/ William T. Burgin Director March 27, 1996
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William T. Burgin
/s/ Allen E. Busching Director March 29, 1996
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Allen E. Busching
/s/ Kenneth W. Draeger Director April 5, 1996
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Kenneth W. Draeger
/s/ Robert D. Happ Director March 25, 1996
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Robert D. Happ
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<TABLE>
EXHIBIT INDEX
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<CAPTION>
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
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<S> <C> <C>
5.1 Opinion of Palmer & Dodge LLP as to the legality
of the securities registered hereunder. 6
23.1 Consent of Ernst & Young LLP, independent
accountants. 7
23.2 Consent of Palmer & Dodge LLP (contained in Opinion
of Palmer & Dodge LLP filed as Exhibit 5.1).
24.1 Power of Attorney (contained on the signature
page hereto).
99.1 Galileo Electro-Optics Corporation 1996 Director
Stock Option Plan. 8
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Exhibit 5.1
PALMER & DODGE LLP
One Beacon Street
Boston, Massachusetts 02108
Telephone: (617) 573-0100 Facsimile: (617) 227-4420
April 11, 1996
Galileo Electro-Optics Corporation
P.O. Box 550, Galileo Park
Sturbridge, Massachusetts 01566
Ladies & Gentlemen:
We are rendering this opinion in connection with the Registration Statement
on Form S-8 (the "Registration Statement") filed by Galileo Electro-Optics
Corporation (the "Company") with the Securities and Exchange Commission under
the Securities Act of 1933, as amended, on or about the date hereof. The
Registration Statement relates to 130,000 shares (the "Shares") of the Company's
Common Stock, $0.01 par value, offered pursuant to the provisions of the
Company's 1996 Director Stock Option Plan (the "Plan").
We have acted as your counsel in connection with the preparation of the
Registration Statement and are familiar with the proceedings taken by the
Company in connection with the authorization of the issuance and sale of the
Shares. We have examined all such documents as we consider necessary to enable
us to render this opinion.
Based upon the foregoing, we are of the opinion that when issued in
accordance with the terms of the Plan and the options or other rights granted
thereunder, the Shares will be duly authorized, validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as part of the Registration
Statement.
Very truly yours,
/s/ Palmer & Dodge LLP
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Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
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We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Galileo Electro-Optics Corporation 1996 Director
Stock Option Plan of our report dated October 20, 1995 with respect to the
consolidated financial statements and financial statement schedules of Galileo
Electro-Optics Corporation for the year ended September 30, 1995 included in its
Annual Report (Form 10-K) filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Providence, Rhode Island
April 9, 1996
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Exhibit 99.1
GALILEO ELECTRO-OPTICS CORPORATION
1996 DIRECTOR STOCK OPTION PLAN
1. PURPOSE
The purpose of this 1996 Director Stock Option Plan (the "Plan") of Galileo
Electro-Optics Corporation (the "Company") is to attract and retain qualified
persons to serve as outside directors of the Company and to encourage stock
ownership in the Company by such directors.
The Plan is an amendment and restatement of the Company's 1989 Director
Stock Option Plan (the "1989 Plan") and supersedes the 1989 Plan, the separate
existence of which shall terminate on the effective date of the Plan. Nothing
herein shall adversely affect the rights and privileges of holders of
outstanding options under the 1989 Plan.
2. ADMINISTRATION
Grants of stock options under the Plan shall be automatic as provided in
Section 7. However, all questions of interpretation of the Plan or of any
options issued under it shall be determined by the Board of Directors of the
Company (the "Board"), and such determination shall be final and binding upon
all persons having an interest in the Plan. Any or all powers vested in the
Board under this Plan may be exercised by a committee consisting of three or
more directors or other persons appointed by the Board.
3. PARTICIPATION IN THE PLAN
Directors of the Company who are not employees of the Company or any
subsidiary of the Company shall be eligible to participate in the Plan.
4. STOCK SUBJECT TO THE PLAN
The maximum number of shares which may be optioned under the Plan shall be
200,000 shares of the Company's Common Stock, par value $.01 ("Common Stock"),
subject to adjustment as provided in Section 12, including all shares of Common
Stock available for issue under the 1989 Plan on the effective date of the Plan.
If any option granted under the Plan (including any grant under the 1989
Plan) for any reason expires or terminates without having been exercised in
full, the shares allocable to the unexercised portion of such option shall again
become available for grant pursuant to the Plan.
The Company shall at all times reserve such number of shares of Common
Stock as will be sufficient to satisfy the requirements of the Plan.
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5. NONSTATUTORY STOCK OPTIONS
All options granted under the Plan shall be nonstatutory options not
entitled to special tax treatment under Section 422 of the Internal Revenue Code
of 1986, as amended (the "Code").
6. FORM OF OPTIONS
Each option granted under the Plan shall be evidenced by a written
agreement substantially in the form of Exhibit A hereto or in such other form as
the Board shall from time to time determine.
7. GRANT OF OPTIONS
Options to purchase 2,500 shares of Common Stock shall be granted to each
director on that director's election at each annual meeting of shareholders held
while this Plan remains in effect. Options shall be exercisable one year after
the date of grant of the options, or earlier as provided in Section 8.
No option may be exercised more than one year after the date of the
optionee's termination as a director for any reason.
8. ACCELERATION OF OPTIONS
Notwithstanding any other provision of the Plan, all outstanding options
shall become immediately exercisable and remain exercisable until they expire by
their terms upon the termination of the optionee's service because of disability
or death or in the event of a change in control of the Company. For purposes of
the Plan, a change in control of the Company means a change in control of a
nature that would be required to be reported in response to item 6(e) of
Schedule 14A of Regulation 14A under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), whether or not the Company is in fact required to
comply therewith; provided, that without limitation, such a change in control
will be deemed to have occurred if:
(i) any "person" (as such term is defined in Sections 13(d) and 14(d) of
the Exchange Act), other than the Company, any trustee or other fiduciary
holding securities under an employee benefit plan of the Company or a
corporation owned, directly or indirectly, by the shareholders of the Company in
substantially the same proportions as their ownership of the stock of the
Company, is or becomes the "beneficial owner" (as defined in Rule 13d-3 under
the Exchange Act), directly or indirectly, of securities of the Company
representing 30% or more of the combined voting power of the Company's then
outstanding securities; or
(ii) during any period of 24 consecutive months (not including any period
prior to the effective date), individuals who at the beginning of such period
constitute the Board and any director (other than a director designated by a
person who has entered into an agreement with the Company to effect a
transaction described in paragraphs (i), (iii) or (iv) of this Section 8 whose
election by the Board or nomination for election by the shareholders of the
Company was approved by a vote of at least two-thirds (2/3) of the directors
then still in office who either were directors at the beginning of the period or
whose election or nomination for election was previously so approved, cease for
any reason to constitute a majority thereof; or
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(iii) the shareholders of the Company approve a merger or consolidation of
the Company with any other corporation other than (a) a merger or consolidation
which would result in the voting securities of the Company outstanding
immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving
entity) at least 50% of the combined voting securities of the Company or such
surviving entity outstanding immediately after such merger or consolidation or
(b) a merger or consolidation effected to implement a recapitalization of the
Company (or similar transaction) in which no "person" (as defined above)
acquires more than 30% of the combined voting power of the Company's then
outstanding securities; or
(iv) the shareholders of the Company approve a plan of complete liquidation
of the Company or an agreement for the sale or disposition by the Company of all
or substantially all of the Company's assets.
9. EXERCISE PRICE; PAYMENT
The exercise price of each option granted under the Plan shall be the fair
market value of the Common Stock on the date of grant. Fair market value shall
be the last sale price for the Common Stock on the business day next preceding
the date of grant as reported by the Nasdaq National Market. However, if the
Board determines that as a result of circumstances existing on any date, the use
of such price is not a reasonable method of determining fair market value on
that date, the Board may use such other method as it determines is reasonable.
Options may be exercised only by written notice to the Company at its head
office accompanied by payment of the full purchase price for the shares as to
which they are exercised. The purchase price may be paid in cash, in shares of
Common Stock which the optionee has then held for at least six months or
purchased on the open market, or partly in cash and partly in such Common Stock.
The value of shares delivered in payment of the purchase price shall be their
fair market value, as determined above, as of the date of exercise. Upon receipt
of such notice and payment, the Company shall promptly issue and deliver to the
optionee (or other person entitled to exercise the option) a certificate or
certificates for the number of shares as to which the exercise is made and for
any number of shares delivered in payment of the purchase price to the extent
that the total value of such shares so delivered (and any cash payment) exceeds
the purchase price.
10. OPTIONS NOT TRANSFERABLE
To the extent required to qualify for the exemption provided by Rule 16b-3
under the Exchange Act, options granted under the Plan shall not be transferable
by the optionee other than by will or the laws of descent and distribution and
are exercisable during the optionee's lifetime only by the optionee or his
guardian or legal representative. If then permitted by Rule 16b-3, options shall
also be transferable pursuant to a qualified domestic relations order as defined
in the Code or Title I of the Employee Retirement Income Security Act ("ERISA")
or the rules thereunder.
11. LIMITATION OF RIGHTS
Neither the Plan, nor the granting of an option or any other action taken
pursuant to the Plan, shall constitute an agreement or understanding that the
Company will retain a director for any period of time, or at any particular rate
of compensation.
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An optionee shall have no rights as a shareholder with respect to the
shares subject to options granted under the Plan until the date of the issuance
of a stock certificate therefor, and no adjustment will be made for dividends or
other rights for which the record date is prior to the date such certificate is
issued.
12. CHANGES IN COMMON STOCK
In the event of any merger, consolidation, reorganization,
recapitalization, stock dividend, stock split, or other change in the corporate
structure or capitalization affecting the Company's present Common Stock,
appropriate adjustment shall be made in the maximum number (including the
aggregate number specified in Section 4) and kind of shares or other securities
subject to the Plan, and the number of shares and price per share of stock
subject to outstanding options and kind of shares or other securities which are
or may become subject to options granted or to be granted hereunder.
13. EFFECTIVE DATE AND TERM OF THE PLAN
The Plan shall become effective immediately upon approval by the
shareholders of the Company by the affirmative vote of a majority of the shares
of stock of the Company present, or represented, and entitled to vote at the
1996 Annual Meeting of shareholders. The Plan shall terminate 10 years after
such approval.
14. AMENDMENT OF THE PLAN
The Board may amend, suspend or terminate the Plan at any time, provided
that to the extent required to qualify the Plan or any other benefit plan of the
Company for exemption under Rule 16b-3 (or any successor provision) under the
Exchange Act, (i) no amendment may be made to change the designation of
participants or the amount, price and timing of options granted hereunder other
than as permitted by such rule and (ii) no amendment affecting the amount of
Common Stock subject to options granted under the Plan, the exercise price of
the options or the timing of grants may be made more than once every six months,
other than to comport with changes in the Code, ERISA or the rules thereunder.
15. GOVERNING LAW
The Plan and options granted thereunder shall be governed by Delaware law.
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