GALILEO ELECTRO OPTICS CORP
8-K, 1997-01-21
OPTICAL INSTRUMENTS & LENSES
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<PAGE>   1


                                  UNITED STATES
                       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 16, 1997
                                                         ----------------


                               GALILEO CORPORATION
             (Exact name of registrant as specified in its charter)


DELAWARE                                                             04-2526583
(State or other jurisdiction of                                (I.R.S. Employer
incorporation or organization)                              Identification No.)


                                                                        0-11309
                                                       (Commission File Number)


GALILEO PARK, P.O. BOX 550, STURBRIDGE, MASSACHUSETTS                     01566
(Address of principal executive offices)                             (Zip Code)


Registrant's telephone number including area code                (508) 347-9191



- --------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)



<PAGE>   2


Item 5.  Other Events
         ------------

         For the fiscal quarter ended December 31, 1996, the Registrant adopted
         Statement of Financial Accounting Standard No. 121, "Accounting for the
         Impairment of Long-lived Assets and for Long-lived Assets to be
         Disposed Of." This statement requires impairment losses be recognized
         on long-lived assets when indicators of impairment are present and the
         fair market values of assets are estimated to be less than carrying
         amounts. The adoption of this statement resulted in a nonrecurring,
         pretax, noncash charge of $2.2 million, or $0.32 per share, for the
         quarter, principally related to robotic assembly equipment for the
         Registrant's Medical Products business.

Item 7.  Financial Statements and Exhibits
         ---------------------------------

         c)       Exhibits

                  99.1     Press Release dated January 16, 1997

<PAGE>   3


                                    SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                            GALILEO CORPORATION

Date: January 21, 1997                      By: /s/ Josef W. Rokus
                                                -------------------------------
                                                Josef W. Rokus
                                                Vice President, Corporate 
                                                Development and Secretary



<PAGE>   4




                                  EXHIBIT INDEX


      Exhibit No.
      -----------


         99.1     Press Release dated January 16, 1997




<PAGE>   1



FROM:    DAVID MANDY
         PORTER, LE VAY & ROSE, INC.
         (212) 564-4700

COMPANY  GREGORY RIEDEL
CONTACT: (508) 347-4222
                                                          FOR IMMEDIATE RELEASE


                      GALILEO REPORTS FIRST QUARTER RESULTS


     STURBRIDGE, MA, JAN. 16 -- Galileo Corporation (NASDAQ NM: GAEO) today
reported results for its first fiscal quarter ended Dec. 31, 1996.

     Revenues for the first quarter were $9.7 million versus $10 million in the
first quarter of last year. Net income for the first quarter was a loss of $1.2
million or a loss of $0.17 cents per share.

     For the quarter, the Company adopted Statement of Financial Accounting
Standard No. 121, "Accounting for the Impairment of Long-lived Assets and for
Long-lived Assets to be Disposed Of." This statement requires impairment losses
be recognized on long-lived assets when indicators of impairment are present and
the fair market values of assets are estimated to be less than carrying amounts.
The adoption of this statement resulted in a nonrecurring, pretax, noncash
charge of $2.2 million, or $0.32 per share, for the quarter, principally related
to robotic assembly equipment for the Company's Medical Products business.


                                     -more-


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                                       -2-


     Excluding the impact of the nonrecurring charge, which was anticipated, net
income for the first quarter was $1.1 million, or $0.15 cents per share. Net
income for the first quarter of 1995 was $1.5 million, or $0.22 cents per share,
which included a two cents per share extraordinary gain associated with the
demutualization of the Company's health insurance carrier. All prior year
results have been restated to reflect the acquisition of Leisegang Medical,
Inc., in fiscal 1996 which was accounted for on a pooling of interests basis.

     William T. Hanley, president and chief executive officer, said, "We are
pleased to report stable first quarter revenues, particularly since we
discontinued certain less profitable products which contributed over $1.2
million to last year's revenues. We are especially pleased with the progress of
our developing Medical and Fluorolase products which continue to be favorably
received by customers and offer significant growth opportunities for the
company."

     Galileo develops, manufactures and markets products based on its core
fiberoptics and electro-optics technologies for applications in office
equipment, analytical instruments, process analysis, telecommunications and
medical instruments. Galileo markets its products to OEMs through marketing
partners and direct to end users.


                                     -more-


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                                       -3-


<TABLE>

GALILEO CORPORATION
FINANCIAL HIGHLIGHTS (UNAUDITED)

<CAPTION>
                                                                       FOR THE THREE MONTHS ENDED
                                                                       --------------------------
                                                                   12/31/96                12/31/95(b)
                                                                   --------                -----------

<S>                                                              <C>                        <C>        
Net sales                                                        $ 9,711,000                $9,972,000 
Cost of sales                                                      5,436,000                 6,105,000 
                                                                 -----------                ---------- 

Gross profit                                                       4,275,000                 3,867,000 

Engineering, selling and administrative
 expenses                                                          3,344,000                 2,723,000 
Reduction in carrying value of certain
 long-lived assets (a)                                             2,226,000                        -- 
                                                                 -----------                ---------- 

Operating profit (loss)                                           (1,295,000)                1,144,000 

Other income                                                         250,000                   115,000 
                                                                 -----------                ---------- 

Income (loss) before income taxes and
 extraordinary gain                                               (1,045,000)                1,259,000 

Provision (benefit) for income taxes                                 121,000                  (107,000)
                                                                 -----------                ----------

Income (loss) before extraordinary gain                           (1,166,000)                1,366,000 

Extraordinary gain on receipt and sale
 of stock                                                                 --                   158,000 
                                                                 -----------                ---------- 

Net income (loss)                                                $(1,166,000)               $1,524,000 
                                                                 ===========                ========== 

Net income (loss) per common and common 
 equivalent share outstanding:
    Before extraordinary gain                                          ($.17)                     $.20 
    Effect of extraordinary gain                                          --                       .02 
                                                                 ------------               ---------- 

Net income (loss)                                                      ($.17)                     $.22 
                                                                 ============               ========== 

Weighted average common and common
 equivalent shares outstanding                                      7,016,000                6,865,000 

<FN>

(a) For the three months ended December 31, 1996, the Company adopted Statement
of Financial Accounting Standard No.121, "Accounting for the Impairment of
Long-lived Assets and for Long-lived Assets to be Disposed Of." This statement
requires impairment losses be recognized on long-lived assets when indicators of
impairment are present and the fair market values of assets are estimated to be
less than carrying amounts. The adoption of this statement resulted in a $2.2
million, or $0.32 per share, nonrecurring, pretax, noncash charge in the
quarter, principally related to robotic assembly equipment for the Company's
Medical Products business. Excluding the impact of this charge, net income for
the first quarter was $1.1 million, or $0.15 per share.
</TABLE>


                                       7
<PAGE>   4


(b) Results for the three months ended December 31, 1995, have been restated to
reflect the acquisition of Leisegang Medical, Inc., in fiscal year 1996, which
was accounted for on a pooling interests basis. For the three months ended
December 31, 1995, Leisegang Medical, Inc.'s revenues were $1.6 million with net
income of $0.4 million, or $0.06 per share.

                                  #############

1997


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