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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 CORPORATION
(Exact name of registrant as specified in its charter)
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<S> <C>
DELAWARE 04-2526583
(State or other jurisdiction of incorporation) (I.R.S. Employer Identification No.)
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GALILEO PARK, P.O. BOX 550, STURBRIDGE, MASSACHUSETTS 01566
(Address of Principal Executive Offices) (Zip Code)
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1991 STOCK OPTION PLAN
(Full Title of the Plan)
JOSEF W. ROKUS
VICE PRESIDENT, CORPORATE DEVELOPMENT
Galileo Corporation
P.O. Box 550, Galileo Park
Sturbridge, Massachusetts 01566
(Name and Address of Agent For Service)
(508) 347-9191
(Telephone Number, Including Area Code
of Agent For Service)
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CALCULATION OF REGISTRATION FEE
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Title Of Securities To Be Amount To Be Proposed Proposed Maximum Amount Of
Registered Registered Maximum Offering Aggregate Offering Registration Fee
Price Per Share(1) Price(1)
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Common Stock, $0.01 par value 200,000 $6.8125 $1,362,500 $412.88
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(1) Estimated solely for the purpose of determining the registration fee and computed pursuant to
Rule 457(h) based upon the average of the high and low sale prices on March 12, 1997 as reported
by the Nasdaq National Market.
(2) This Registration Statement registers 200,000 shares of Common Stock under the 1991 Stock Option
Plan. An aggregate of 350,000 shares of Common Stock has previously been registered under such
plan (SEC File No. 33-47589)
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Page 1 of 7
Exhibit Index appears at Page 5
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I is included in the documents sent or
given to participants in the 1991 Stock Option Plan of Galileo Corporation (the
"Registrant") pursuant to Rule 428(b)(1) of the Securities Act of 1933, as
amended.
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 (File No. 33-47589)
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 1991
Stock Option Plan.
Item 8. Exhibits
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See Exhibit Index at page 5.
Page 2 of 7
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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 this
12th day of March, 1997.
GALILEO CORPORATION
By: /s/ Gregory Riedel
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Gregory Riedel
Vice President, Finance
Page 3 of 7
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POWER OF ATTORNEY
We, the undersigned officers and directors of Galileo Corporation hereby
severally constitute and appoint William T. Hanley and Gregory Riedel, and each
of them singly, our true and lawful attorneys-in-fact, with full power to them
in any and all capacities, to sign any and all amendments to this Registration
Statement on Form S-8 including any post-effective amendments thereto, and to
file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that each of said attorneys-in-fact may do or cause to be done by
virtue hereof.
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
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SIGNATURE TITLE DATE
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/s/ William T. Hanley President, Chief Executive March 12, 1997
- ----------------------- Officer and Director
William T. Hanley (Principal Executive
Officer)
/s/ Gregory Riedel Vice President, Finance March 12, 1997
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Gregory Riedel Accounting Officer)
/s/ William T. Burgin Director March 12, 1997
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William T. Burgin
/s/ Allen E. Busching Director March 12, 1997
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Allen E. Busching
/s/ Kenneth W. Draeger Director March 12, 1997
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Kenneth W. Draeger
/s/ Robert D. Happ Director March 12, 1997
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Robert D. Happ
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Page 4 of 7
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EXHIBIT INDEX
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Exhibit Number Description Page Number
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4.1 Specimen certificate of the Registrant's Common
Stock. Filed as Exhibit 4.1 to the Registrant's
Registration Statement on Form S-2 (File No. 33-
13752) and incorporated herein by reference.
5.1 Opinion of Palmer & Dodge LLP as to the legality of 6
the securities registered hereunder.
23.1 Consent of Ernst & Young LLP, independent auditors. 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 (set forth on the signature page to
this Registration Statement).
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Exhibit 5.1
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PALMER & DODGE LLP
ONE BEACON STREET
BOSTON, MA 02108-3190
March 13, 1997
Galileo Corporation
P.O. Box 550, Galileo Park
Sturbridge, Massachusetts 01566
Re: 1991 Stock Option Plan
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Ladies and Gentlemen:
We are rendering this opinion in connection with the Registration Statement
on Form S-8 (the "Registration Statement") filed by Galileo Corporation (the
"Company") with the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Act"), on or about the date hereof.
The Registration Statement relates to 200,000 shares (the "Shares") of the
Company's Common Stock, $0.01 par value, offered pursuant to the provisions of
the Company's 1991 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 on 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 a part of the
Registration Statement.
Very truly yours,
/s/ Palmer & Dodge LLP
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PALMER & DODGE LLP
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Exhibit 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8, No. 333- ) pertaining to the 1991 Stock Option Plan of Galileo
Corporation of our report dated October 21, 1996, with respect to the
consolidated financial statements and financial statement schedule of Galileo
Corporation for the year ended September 30, 1996 included in its Annual Report
(Form 10-K) filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
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ERNST & YOUNG LLP
Providence, Rhode Island
March 13, 1997
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