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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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1997 EMPLOYEE STOCK PURCHASE 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
<CAPTION>
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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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<S> <C> <C> <C> <C>
Common Stock, $0.01 par value 100,000 $6.8125 $681,250 $206.44
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<FN>
(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.
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Exhibit Index appears at Page 8
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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 1997 Employee Stock Purchase 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
Item 3. Incorporation of Documents by Reference.
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The Registrant is subject to the informational and reporting requirements
of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange Commission
(the "Commission"). The following documents filed with the Commission are
incorporated herein by reference:
(a) The Registrant's latest annual report filed pursuant to Section 13(a)
or 15(d) of the Exchange Act, or the latest prospectus filed pursuant to Rule
424(b), or otherwise, under the Securities Act that contains, either directly or
by incorporation by reference, audited financial statements for the Registrant's
latest fiscal year for which such statements have been filed.
(b) All reports filed by the Registrant pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the fiscal year covered by the annual
report or prospectus referred to in (a) above.
(c) The description of the common stock of the Registrant, par value $.01
per share, (the "Common Stock"), contained in a registration statement filed
under the Exchange Act, including any amendment or report filed for the purpose
of updating such description.
(d) The Registrant's definitive proxy statement or information statement,
if any, filed pursuant to Section 14 of the Exchange Act in connection with the
latest annual meeting of its stockholders, and any definitive proxy or
information statements so filed in connection with any subsequent special
meetings of its stockholders.
(e) Information as to stock options, including the amount outstanding,
exercises, prices and expiration dates, included in the Registrant's definitive
proxy statement, described in (d) above and which will be included in the future
either in the Registrant's proxy statements, annual reports or appendices to the
prospectus.
All documents filed after the date of this Registration Statement by the
Registrant pursuant to Section 13(a), 13(d), 14 and 15(d) of the Exchange Act
and prior to the filing of a post-effective amendment that indicates that all
shares of Common Stock offered hereunder have been sold or which deregisters all
shares of Common Stock remaining unsold shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of the filing of such
reports and documents.
Item 4. Description of Securities.
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Not Applicable.
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Item 5. Interests of Named Experts and Counsel.
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Not Applicable.
Item 6. Indemnification of Directors and Officers
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Section 145 of the Delaware General Corporation Law permits the Registrant
to indemnify directors, officers, employees and agents of the Registrant against
actual and reasonable expenses (including attorneys' fees) incurred by them in
connection with any action, suit or proceeding brought against them by reason of
their status or service as a director, officer, employee or agent by or on
behalf of the Registrant, and against expenses (including attorneys' fees),
judgments, fines and settlements actually and reasonably incurred by him in
connection with any such action, suit or proceeding, if (i) he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the Registrant, and (ii) in the case of a criminal proceeding, he
had no reasonable cause to believe his conduct was unlawful. Except as ordered
by a court, no indemnification shall be made in connection with any proceeding
brought by or in the right of the corporation where the person involved is
adjudged to be liable to the Registrant.
Article NINTH of the Registrant's Restated Certificate of Incorporation
provides that the Registrant shall, to the fullest extent permitted by law,
indemnify its officers, directors, employees and agents. Article NINTH also
provides that a director shall not be personally liable to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a directors,
except for liability (i) for any breach of the director's duty of loyalty to the
Registrant or is stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law or (iv) for any transaction
from which the director derived an improper personal benefit.
Article IX, Section 1 of the Registrants Amended and Restated By-laws
provides that the Registrant shall, to the fullest extent permitted by the
Delaware General Corporation Law, as amended from time to time, indemnify each
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding whether civil,
criminal, administrative or investigative, by reason of the fact that he or she
is the legal representative, is or was a director or officer of the Registrant,
or is or was serving at the request of the Registrant as a director, officer,
employee or agent, of another corporation, partnership. joint venture, trust or
other enterprise, including service with respect to employee benefit plans. The
indemnification provided for in Article IX is expressly not exclusive of any
other rights to which those seeking indemnification may be entitled under any
law, agreement or vote of stockholders or disinterested directors or otherwise.
Article IX, Section 4 of the Registrant's Amended and Restated By-laws
provides that the Registrant shall have the power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Registrant, or is or was serving at the request of the Registrant
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
such person and incurred by such person in any such capacity or arising out of
such person's status as such. The Registrant currently maintains insurance for
directors and officers.
The Registrant has entered into indemnification agreements with each
director who is not an officer of the Registrant providing for indemnification
by the Registrant for liabilities and expenses incurred by reason of service to
or at the request of the Registrant in connection with any threatened or pending
legal proceeding. The indemnification agreements, among other things, provide
procedures and
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remedies applicable to the determination of the right to indemnification,
particularly in the event of a change of control of the Registrant.
Item 7. Exemption from Registration Claimed.
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Not Applicable.
Item 8. Exhibits.
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The Exhibit Index immediately preceding the exhibits is incorporated herein
by reference.
Item 9. Undertakings.
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(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represents a fundamental change in the information set forth in this
Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered
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therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the provisions referred to in Item 6 hereof, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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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
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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.
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:
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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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
the securities registered hereunder. 9
23.1 Consent of Ernst & Young LLP, independent auditors. 10
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: 1997 Employee Stock Purchase 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 100,000 shares (the "Shares") of the
Company's Common Stock, $0.01 par value, offered pursuant to the provisions of
the Company's 1997 Employee Stock Purchase 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
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 1997 Employee Stock Purchase 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
ERNST & YOUNG LLP
Providence, Rhode Island
March 13, 1997
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