<PAGE> 1
As filed with the Securities and Exchange Commission on January 14, 1997
REGISTRATION NO. 333-19391
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-----------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
------------------
GALILEO CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 04-2526583
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation)
GALILEO PARK, P.O. BOX 550, STURBRIDGE, MASSACHUSETTS 01566 (508) 347-9191
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
JOSEF W. ROKUS, VICE PRESIDENT, CORPORATE DEVELOPMENT
Galileo Corporation
Galileo Park, P.O. Box 550
Sturbridge, Massachusetts 01566
(508) 347-9191
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
with copies to:
DAVID R. POKROSS, JR., ESQUIRE
Palmer & Dodge LLP
One Beacon Street
Boston, Massachusetts 02108
(617) 573-0100
Approximate date of commencement of proposed sale to the public: From time
to time after the Registration Statement is declared effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with the dividend or
interest reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ }______________
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]_______________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE> 2
PROSPECTUS
269,913 SHARES
GALILEO CORPORATION
Common Stock
----------------
This Prospectus relates to the offer and sale (the "Offering") of 269,913
shares (the "Shares") of Common Stock, $.01 par value per share (the "Common
Stock"), of Galileo Corporation ("Galileo" or the "Company"). The Shares may be
offered by certain stockholders of the Company identified herein and their
pledgees, donees, transferees or other successors in interest (the "Selling
Stockholders") from time to time in transactions on the Nasdaq National Market,
in privately negotiated transactions, or by a combination of such methods of
sale, at fixed prices that may be changed, at market prices prevailing at the
time of sale, at prices related to such prevailing market prices or at
negotiated prices. The Selling Stockholders may effect such transactions by
selling the Shares to or through broker-dealers and such broker-dealers may
receive compensation in the form of discounts, concessions or commissions from
the Selling Stockholders or the purchasers of the Shares for whom such
broker-dealer may act as agent or to whom they sell as principal or both (which
compensation to a particular broker-dealer might be in excess of customary
commissions). See "Selling Stockholders" and "Plan of Distribution."
None of the proceeds from the sale of the Shares by the Selling
Stockholders will be received by the Company. The Company will bear certain
expenses (other than fees and expenses of counsel or advisors to the Selling
Stockholders) in connection with the registration and sale of the Shares being
offered by the Selling Stockholders.
The Common Stock is quoted on the Nasdaq National Market under the symbol
"GAEO." On January __, 1997, the last sale price of the Company's Common Stock
was $_____ per share. See "Price Range of Common Stock."
----------------------
THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF
RISK. SEE "RISK FACTORS" BEGINNING ON PAGE 4 OF THIS PROSPECTUS.
----------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
NO PERSON IS AUTHORIZED IN CONNECTION WITH ANY OFFERING MADE HEREBY TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN AS CONTAINED IN THIS
PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS IS NOT
AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, BY ANY PERSON IN ANY
JURISDICTION IN WHICH IT IS UNLAWFUL FOR SUCH PERSON TO MAKE SUCH AN OFFER OR
SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALES MADE
HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE
HEREOF.
The date of this Prospectus is January __, 1997.
<PAGE> 3
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement under the Securities Act of 1933, as
amended, with respect to the shares of Common Stock offered hereby. This
Prospectus does not contain all of the information set forth in the Registration
Statement and the exhibits and schedules thereto. For further information with
respect to the Company and the Common Stock offered hereby, reference is made to
such Registration Statement and the exhibits and schedules thereto. Statements
made in this Prospectus as to the contents of any contract, agreement or other
document filed as an exhibit to the Registration Statement are not necessarily
complete, and in each such instance reference is made to the copy of such
document filed as an exhibit to the Registration Statement, each such statement
being deemed qualified in its entirety by such reference. A copy of the
Registration Statement may be inspected without charge at the offices of the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549 and is also be
available for inspection at the regional offices of the Commission located at 7
World Trade Center, Suite 1400, Chicago, Illinois 60661. Copies may be obtained
at prescribed rates from the Commission's principal office at 450 Fifth Street,
N.W., Washington, D.C. 20549. In addition, certain material filed by the Company
should also be available for inspection at the offices of the NASD Reports'
Section, 1735 K Street, N.W., Washington, D.C. 20006. Such information can also
be reviewed through the Commission's Electronic Data Gathering Analysis and
Retrieval System which is publicly available through the Commission's Web site
(http://www.sec.gov).
----------------------
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed with the Securities and Exchange Commission
(the "Commission") are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
September 30, 1996 (File No. 0-11309) filed with the Commission on December 18,
1996.
(b) All other reports of the Registrant filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
since the end of the fiscal year covered by the annual report referred to in (a)
above.
(c) The description of the Registrant's Common Stock contained in its
Registration Statement on Form 8-A (File No. 0-11309) filed with the Commission
on November 16, 1983, including any amendment or report filed hereafter for the
purpose of updating such description.
All documents filed after the date of this Registration Statement by the
Registrant pursuant to Section 13(a), 13(c), 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.
The Company will furnish without charge to each person, including
beneficial owners, to whom this Prospectus is delivered, on written or oral
request, copies of the documents incorporated in this Prospectus by reference,
other than exhibits to such documents. Requests should be directed to Corporate
Secretary, Galileo Corporation, Galileo Park, P.O. Box 550, Sturbridge,
Massachusetts 01566 (telephone: 508-347-9191).
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TABLE OF CONTENTS
Page
----
The Company............................................................. 4
Risk Factors............................................................ 4
Selling Stockholders.................................................... 7
Plan of Distribution.................................................... 10
Legal Matters........................................................... 10
Experts................................................................. 10
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THE COMPANY
Since its formation in 1973, the Company has been engaged in developing,
manufacturing and marketing fiberoptic and electro-optic components which
transmit, sense or intensify light or images and a variety of components for
office copiers. The Company has four product lines: Office Products, Scientific
Detector Products, Remote Sensor Products and Medical Products. The Company's
products are sold primarily to original equipment manufacturers ("OEMs") for use
in electronic imaging, scientific, analytical, office products and medical
applications.
Galileo was incorporated in Delaware in 1973 as the successor to a business
which was founded in 1959 and is located at Galileo Park, Sturbridge,
Massachusetts 01566. Its telephone number is (508) 347-9191. The Company's name
was changed from Galileo Electro-Optics Corporation to Galileo Corporation in
1996.
RISK FACTORS
An investment in the shares of Common Stock offered hereby involves a high
degree of risk. The following factors, in addition to the other information in
this Prospectus, should be carefully considered in evaluating the Company and
its business before purchasing the shares of Common Stock offered hereby.
DEPENDENCE ON ONE CUSTOMER
The success of the Company is dependent to a significant extent upon
retaining Xerox Corporation ("Xerox") as a major customer. The Company's sales
to Xerox have been $20,350,000, $17,674,000 and $14,330,000 in fiscal years
1996, 1995 and 1994, respectively, representing 48%, 43% and 40% of the
Company's total sales for those fiscal years. Sales to Xerox have consisted
primarily of dicorotron glass-coated wire assemblies, which utilize the
Company's proprietary technology to generate ions to charge the photoreceptor in
office copiers. The Company is currently the sole-source supplier of dicorotrons
to Xerox, but there is no long-term commitment by Xerox to purchase these
components from the Company and no assurance that Xerox will not develop
alternative sources of supply in the future. A significant reduction in the
volume of business with or delays in orders from Xerox, including reductions or
delays due to market, economic or competitive conditions in the industry, could
have a material adverse effect on the Company's business, financial condition
and results of operations.
HISTORICAL LOSSES
Although the Company has had net income in each of its last two fiscal
years, the Company had net losses of approximately $743,000, $10,212,000 and
$1,452,000 in fiscal years 1992, 1993 and 1994, respectively. There can be no
assurance that the Company will have net income in future periods.
TECHNOLOGICAL CHANGE AND NEW PRODUCT DEVELOPMENT
The market for the Company's products is characterized by rapidly changing
technology. The Company's future success will continue to depend upon its
ability to enhance its current products and to develop and introduce new
products that keep pace with technological developments and evolving industry
standards, respond to changes in customer requirements and achieve market
acceptance. Any failure by the Company to anticipate or respond adequately to
technological developments and customer requirements, or any significant delays
in product development or introduction, could have a material adverse effect on
the Company's business, financial condition and results of operations. In order
to develop new products successfully, the Company is dependent upon close
relationships with its customers and their willingness to share proprietary
information about their requirements and participate in collaborative efforts
with the Company. There can be no assurance that the Company's customers will
continue to provide it with timely access to such information or that the
Company will be successful in developing and marketing new products and services
or product and service enhancements in a timely manner and respond effectively
to technological changes or new product announcements by others. In addition,
there can be no assurance that the new products and services or product and
service enhancements, if any, developed by the Company will achieve market
acceptance.
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ACHIEVEMENT OF STRATEGIC PLAN
As part of its strategic plan, the Company is seeking to grow through
acquisitions. The Company regularly reviews various acquisition prospects of
businesses, technologies or products complementary to the Company's business and
periodically engages in discussions regarding such possible acquisitions.
Acquisitions involve numerous risks, including difficulties in the assimilation
of the operations and products of the acquired companies, the ability to manage
effectively geographically remote units, the diversion of management's attention
from other business concerns, risks of entering markets in which the Company has
limited or no direct experience and the potential loss of key employees of the
acquired companies. In addition, acquisitions may result in dilutive issuances
of equity securities, the incurrance of debt, reduction in existing cash
balances, amortization expenses related to goodwill and other intangible assets
and other charges to operations that may materially adversely affect the
Company's business, financial condition and results of operations. Although
management expects to carefully analyze any such opportunity before committing
the Company's resources, there can be no assurance that the Company will be
successful in making acquisitions, that the prices and terms of any acquisitions
will be favorable to the Company, that any completed acquisition will result in
long-term benefits to the Company or that the Company's management will be able
to manage effectively the resulting businesses.
COMPETITION
The Company's competitive position depends primarily on the technological
development of its products, as well as on service, quality and price. Some of
the Company's competitors are major corporations, or divisions of major
corporations, which have greater financial, technological and personnel
resources than the Company and may represent significant competition for the
Company. Such companies may succeed in developing technologies and products that
are more effective or less costly than any of those that may be developed by the
Company, and such companies may be more successful than the Company in
developing, manufacturing and marketing products. There can be no assurance that
the Company will be able to compete successfully in the future or that
developments by others will not render the Company's products obsolete or
non-competitive or that the Company's customers will not choose to use competing
technologies or products. Further, the entry of new competitors into the markets
for the Company's products could cause downward pressure on the prices of such
products and a material adverse effect on the Company's business, financial
condition and results of operations.
DEPENDENCE ON PROPRIETARY TECHNOLOGY
Although the Company does not believe that its success is dependent upon
the protection offered by patents, the Company possesses many patents which
relate to its technology. There can be no assurance that the steps taken by the
Company to protect its proprietary technology will be adequate to prevent
misappropriation of its technology by third parties or will be adequate under
the laws of some foreign countries, which may not protect the Company's
proprietary rights to the same extent as do laws of the United States. In
addition, there remains the possibility that others will "reverse engineer" the
Company's products in order to determine their method of operation and introduce
competing products or that others will develop competing technology
independently. Any such adverse circumstances could have a material adverse
effect on the Company's business, financial condition and results of operations.
Further, some of the markets in which the Company competes are characterized by
the existence of a large number of patents and frequent litigation for financial
gain that is based on patents with broad, and often questionable, application.
As the number of its products increases, the markets in which its products are
sold expands, and the functionality of those products grows and overlaps with
products offered by competitors, the Company believes that it may become
increasingly subject to infringement claims. Although the Company does not
believe any of its products or proprietary rights infringe the rights of third
parties, there can be no assurance that infringement claims will not be asserted
against the Company in the future or that any such claims will not require the
Company to enter into royalty arrangements or result in costly litigation.
The Company also relies upon trade secrets, technical know-how and
continuing technological innovation to develop and maintain its competitive
position. The Company typically requires its employees, consultants and advisors
to execute confidentiality and assignment of inventions agreements in connection
with their employment, consulting or advisory relationships with the Company.
There can be no assurance, however, that these agreements will not be breached
or that the Company will have adequate remedies for any breach. Furthermore,
there can be
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no assurance that competitors will not independently develop substantially
equivalent proprietary information and techniques or otherwise gain access to
the Company's proprietary technology, or that the Company can meaningfully
protect its rights in unpatented proprietary technology. Several of the
Company's management and scientific personnel were formerly associated with
competitive companies. In some cases, these individuals are conducting research
in similar areas with which they were involved prior to joining the Company. As
a result, the Company, as well as these individuals, could be subject to claims
of violation of trade secrets and similar claims.
The Company intends to vigorously protect and defend its intellectual
property. Costly and time-consuming litigation brought by the Company may be
necessary to enforce patents issued to the Company, to protect trade secrets or
know-how owned by the Company, or to determine the enforceability, scope and
validity of the proprietary rights of others.
POTENTIAL PRODUCT LIABILITY EXPOSURE AND INSURANCE
The Company's products, particularly its medical products, may expose the
Company to product liability claims, and there can be no assurance that the
Company will not experience material product liability losses in the future. The
Company currently has product liability insurance coverage for the commercial
sale of its products. However, a successful claim brought against the Company in
excess of available insurance coverage, or a claim or product recall that
results in significant adverse publicity against the Company, may have a
material adverse effect on the Company's business, financial condition and
results of operations.
ABSENCE OF DIVIDENDS
The Company has never declared or paid cash dividends on its capital stock
and does not intend to pay any cash dividends in the foreseeable future.
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SELLING STOCKHOLDERS
<TABLE>
The Shares being offered hereby were acquired by the persons listed in the
table below in connection with the acquisition of Leisegang Medical, Inc. by
Galileo in August 1996. The table below sets forth the number of Shares held as
of November 30, 1996 by non-affiliates of the Company. None of the Selling
Stockholders listed below are officers or directors of the Company. All of the
Shares are being registered for resale pursuant to a Registration Statement on
Form S-3, of which this Prospectus is a part. Selling Stockholders may offer the
Shares for resale from time to time. See "Plan of Distribution."
<CAPTION>
Shares Owned Prior Shares Owned After
to Offering (1) Offering (1)
------------------ Number of Shares ------------------
Selling Stockholder Number Percent Being Offered Number Percent
- ------------------- ------ ------- ------------- ------ -------
<S> <C> <C> <C> <C> <C>
W. Kip Speyer (2) 102,906 * 102,906 0 --
10361 Parkstone Way
Boca Raton, FL 33498
Georg Hugo Fritz Leisegang 45,001 * 45,001 0 --
Oldenburgalle 1
14052 Berlin
Germany
Peter Leisegang 45,021 * 45,021 0 --
Leibnizstr. 32
1062 Berlin
Germany
Harold Kwart 38,589 * 38,589 0 --
18850 N.E. 20th Court
Miami, FL 33179
Lutz Leisegang 12,863 * 12,863 0 --
Im Singelsen 24
D 45770 Marl
Germany
Roni Laskin 12,863 * 12,863 0 --
2945 Medinah
Ft. Lauderdale, FL 33332
Frank Reel 1,350 * 1,350 0 --
7565 Heard Road
Cumming, GA 30131
Richard MacDonald Fox 1,286 * 1,286 0 --
377 Hickory Street
Washington Township, NJ 07675
John F. Sackler 1,286 * 1,286 0 --
3388 N.W. 47th Avenue
Coconut Creek, FL 33063
Daniel M. Cartwright 1,257 * 257 1,000 *
65695 Highway 20 West
Bend, OR 97708
</TABLE>
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<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Tom Haugen 1,093 * 1,093 0 --
1285 Bristol Lane
Buffalo Grove, IL 60089
John Fenter 1,054 * 1,054 0 --
9743 Amberley Drive
Dallas, TX 75243
Sam G. Palermo 900 * 900 0 --
588 Brambles Way
Orange, CA 92869
Bruce Edward Sizing 771 * 771 0 --
247 Mosley Drive
Syracuse, NY 13206
Darin J. DaSacco 643 * 643 0 --
2500 N.E. 48 Lane
Ft. Lauderdale, FL 33308
Ann E. Kwart 643 * 643 0 --
629 N.E. 15 Avenue
Fort Lauderdale, FL 33304
Timothy J. Hallagan 643 * 643 0 --
33231 Heartwood Avenue
Avon, OH 44011
John William Rice 643 * 643 0 --
216 Melody Lane
Bristol, TN 37620
James E. Crowner 540 * 540 0 --
600 S.W. Kenyon Street
Apt. N-202
Seattle, WA 98106
Randall L. Sulhoff 514 * 514 0 --
10838 Old Mill Road
Omaha, NE 68154
Helmut Haumann 385 * 385 0 --
4117 Lake Conway Woods Blvd.
Orlando, FL 32812
Ray Jahn 385 * 385 0 --
c/o Charles H. Lichtman, Esq.
Coston, Lichtman & Joblove
8211 West Broward Boulevard
Suite 310
Plantation, FL 33324
</TABLE>
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<TABLE>
<S> <C> <C> <C> <C> <C>
Alton B. Sherman 257 * 257 0 --
314 Bay Lane
Centerville, MA 02632
- --------------------
<FN>
* Indicates less than 1%.
(1) Each of the persons named in the table have sole voting and investment
power with respect to the shares beneficially owned by him or her.
(2) W. Kip Speyer is the President of Leisegang Medical Inc., a wholly-owned
subsidiary of the Company.
</TABLE>
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PLAN OF DISTRIBUTION
The Company has filed with the Commission under the Securities Act of
1933, as amended (the "Securities Act"), a Registration Statement on Form S-3,
of which this Prospectus is a part, with respect to the resale of the Shares
from time to time on the Nasdaq National Market or in privately-negotiated
transactions.
The Company has been advised that the Selling Stockholders may sell the
Shares from time to time in transactions on the Nasdaq National Market, in
privately negotiated transactions, or by a combination of such methods of sale,
at fixed prices that may be changed, at market prices prevailing at the time of
sale, at prices related to such prevailing market prices or at negotiated
prices. The Selling Stockholders may effect such transactions by selling the
Shares to or through broker-dealers and such broker-dealers may receive
compensation in the form of discounts, concessions or commissions from the
Selling Stockholders or the purchasers of the Shares for whom such broker-dealer
may act as agent or to whom they sell as principal or both (which compensation
to a particular broker-dealer might be in excess of customary commissions).
The Selling Stockholders and any broker-dealer who acts in connection with
the sale of Shares hereunder may be deemed to be "underwriters" as that term is
defined in the Securities Act, and any commissions received by them and profit
on any resale of the Shares as principal might be deemed to be underwriting
discounts and commissions under the Securities Act.
The Selling Stockholders may also sell Shares from time to time in
accordance with Rule 144 under the Securities Act.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby will be passed
upon for the Company by Palmer & Dodge LLP, Boston, Massachusetts.
EXPERTS
The consolidated financial statements of Galileo Corporation appearing in
Galileo Corporation's Annual Report (Form 10-K) for the year ended September 30,
1996, have been audited by Ernst & Young LLP, independent auditors, as set forth
in their report thereon included therein and incorporated herein by reference.
Such consolidated financial statements are incorporated herein by reference in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 14. Other Expenses of Issuance and Distribution.
- ------------------------------------------------------
<TABLE>
The following expenses incurring in connection with the sale of the
securities being registered will be borne by the Company. Other than the
registration fee, the amounts stated below are estimates.
<S> <C>
Registration Fee.......................................... $ 1,999
Legal Fees and Expenses................................... 8,000
Accounting Fees and Expenses.............................. 5,000
Other..................................................... 101
-------
TOTAL............................................... $15,100
=======
</TABLE>
The Selling Stockholders will bear the expense of their own legal counsel
and miscellaneous fees and expenses, if any.
Item 15. Indemnification of Directors and Officers
- --------------------------------------------------
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 director,
except for liability (i) for any breach of the director's duty of loyalty to the
Registrant or its 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 Registrant's 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,
or a person whom 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, 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
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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 remedies applicable to the determination of the right to
indemnification, particularly in the event of a change in control of the
Registrant.
The Registration Rights Agreement dated as of August 6, 1996 between the
Registrant and the Selling Stockholders provides for indemnification of the
Registrant and its directors, officers and certain control persons by the
Selling Stockholders against certain liabilities under the Securities Act of
1933, as amended, or otherwise.
Item 15. Exemption from Registration Claimed.
- ---------------------------------------------
Not applicable.
Item 16. Exhibits.
- ------------------
Exhibit Number Description
-------------- -----------
4.1 Restated Certificate of Incorporation of the Registrant
and amendment thereto. Filed as Exhibit 4.1 to the
Registrant's Registration Statement on Form S-2 (File
No. 33-13752) and incorporated herein by reference.
4.2 Amended and Restated By-laws of the Registrant. Filed as
Exhibit 4.2 to the Registrant's Registration Statement on
Form S-2 (File No. 33-13752) and incorporated herein by
reference.
4.3 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. Previously filed.
23.1 Consent of Ernst & Young LLP, independent auditors.
Previously filed.
23.2 Consent of Palmer & Dodge LLP. Previously filed.
24.1 Power of Attorney. Previously filed.
Item 17. Undertakings.
- ----------------------
(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;
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<PAGE> 14
(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 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 15
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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<PAGE> 15
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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Sturbridge, State of Massachusetts, on this 14th day
of January, 1997.
GALILEO CORPORATION
By: /s/ William T. Hanley
-------------------------------------
William T. Hanley
President and Chief Executive Officer
POWER OF ATTORNEY
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
--------- ----- ----
William T. Hanley* President and Chief Executive January 14, 1997
- ------------------------ Officer (Principal Executive
William T. Hanley Officer)
Gregory Riedel* Vice President, Finance January 14, 1997
- ------------------------ (Principal Financial and
Gregory Riedel Accounting Officer)
William T. Burgin* Director January 14, 1997
- ------------------------
William T. Burgin
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<PAGE> 16
SIGNATURE TITLE DATE
--------- ----- ----
Allen E. Busching* Director January 14, 1997
- ------------------------
Allen E. Busching
Kenneth W. Draeger* Director January 14, 1997
- ------------------------
Kenneth W. Draeger
Robert D. Happ* Director January 14, 1997
- ------------------------
Robert D. Happ
* By: /s/ Josef W. Rokus
--------------------
Josef W. Rokus
Attorney-in-Fact
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