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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)
DELAWARE 04-2526583
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation)
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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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Title of Securities Amount To Be Proposed Proposed Maximum Amount Of
To Be Registered Registered Maximum Offering Aggregate Offering Registration Fee
Price per Share (1) Price (1)
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<C> <C> <C> <C> <C>
Common Stock,
$0.01 par value 200,000 $10.875 $2,175,000 $642
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</TABLE>
(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 13, 1998 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 550,000 shares of Common Stock
has previously been registered under such plan (SEC File Nos. 33-47589 and
333-23347).
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Page 1 of 7
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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
STATEMENT
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
and File No. 333-23347) filed with the Securities and Exchange Commission on May
1, 1992 and March 14, 1997, respectively, the contents of which are hereby
incorporated by reference, relating to the Registrant's 1991 Stock Option Plan.
ITEM 8. EXHIBITS.
See Exhibits 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
20th day of March, 1998.
GALILEO CORPORATION
By: /s/ Gregory Riedel
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Gregory Riedel
Vice President, Finance
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 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated:
SIGNATURE TITLE DATE
--------- ----- ----
/s/ William T. Hanley President, Chief Executive Officer March 20, 1998
- ------------------------- and Director (Principal Executive
William T. Hanley Officer)
/s/ Gregory Riedel Vice President, Finance March 20, 1998
- ------------------------- (Principal Financial and
Gregory Riedel Accounting Officer)
/s/ William T. Burgin Director March 20, 1998
- -------------------------
William T. Burgin
/s/ Allen E. Busching Director March 20, 1998
- -------------------------
Allen E. Busching
/s/ Kenneth W. Draeger Director March 20, 1998
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Kenneth W. Draeger
/s/ Robert D. Happ Director March 20, 1998
- -------------------------
Robert D. Happ
/s/ Mark C. Rogers Director March 20, 1998
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Mark C. Rogers
Page 3 of 7
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EXHIBITS INDEX
EXHIBIT NUMBER DESCRIPTION
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4.1 Restated Certificate of Incorporation of the Registrant
and amendments thereto. Filed as Exhibit 4.1 to the
Registrant's Registration Statement on Form S-2 (File
No. 33-13752) are incorporated herein by reference.
4.2 Amended and Restated Bylaws 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. Filed herewith.
23.1 Consent of Ernst & Young LLP, independent auditors.
Filed herewith.
23.2 Consent of Palmer & Dodge LLP (contained in Exhibit
5.1). Filed herewith.
24.1 Power of Attorney (set forth on the signature page to
this Registration Statement).
Page 4 of 7
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EXHIBIT 5.1
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PALMER & DODGE LLP
ONE BEACON STREET
BOSTON, MASSACHUSETTS 02108-3190
March 20, 1998
Galileo Corporation
P. O. Box 550, Galileo Park
Sturbridge, Massachusetts 01566
Re: 1991 Stock Option Plan
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 under
the Securities Act of 1933, as amended, 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 part of the
Registration Statement.
Very truly yours.
/s/ Palmer & Dodge LLP
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Palmer & Dodge LLP
Page 5 of 7
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EXHIBIT 23.1
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Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8, No. 333-00000) pertaining to the 1991 Stock Option Plan of Galileo
Corporation of our report dated October 28, 1997, with respect to the
consolidated financial statements and schedule of Galileo Corporation for the
year ended September 30, 1997, 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 18, 1998
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