<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 17, 1998
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------------
GALILEO CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 04-256583
(State or other jurisdiction (I.R.S. Employer
of Identification Number)
incorporation or organization)
</TABLE>
GALILEO PARK, P.O. BOX 550, STURBRIDGE, MASSACHUSETTS (508) 347-9191
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
------------------------
GREGORY RIEDEL
VICE PRESIDENT, FINANCE
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., ESQ.
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 effective date of this Registration Statement.
------------------------
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 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. [ ]
------------------------
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------
TITLE OF EACH CLASS OF AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES TO BE TO BE OFFERING PRICE PER AGGREGATE AMOUNT OF
REGISTERED REGISTERED SHARE(1) OFFERING PRICE(1) REGISTRATION FEE
- ------------------------------------------------------------------------------------------------
Common Stock, $.01 par
value per share....... 1,154,258 $10.38 $11,981,199 $3,535
================================================================================================
</TABLE>
(1) Estimated solely for the purpose of determining the registration fee and
computed pursuant to Rule 457(c) and based upon the average of the high and
low sale prices on February 12, 1998 as reported on the consolidated tape
for stocks listed on the Nasdaq National Market.
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
SUBJECT TO COMPLETION, DATED FEBRUARY 17, 1998
1,154,258 SHARES
GALILEO CORPORATION
COMMON STOCK
------------------------
This Prospectus relates to the offer and sale of 1,154,258 shares (the
"Shares") of Common Stock, $.01
par value per share ("Galileo Common Stock"), of Galileo Corporation (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."
The Company will not receive any of the proceeds from the sale of the
Shares. The Company, however, has agreed to bear certain expenses (other than
fees and expenses of counsel or advisors to the Selling Stockholders) in
connection with the registration of the Shares. The Company also has agreed to
indemnify the Selling Stockholders against certain liabilities, including
liabilities under the Securities Act of 1933, as amended (the "Securities Act").
Galileo Common Stock is listed on the Nasdaq National Market ("Nasdaq")
under the symbol GAEO. On February 12, 1998, the closing per share sale price of
Galileo Common Stock, as reported by Nasdaq, was $10.50.
THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK.
SEE "RISK FACTORS" BEGINNING ON PAGE 1 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 TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE 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 OR THE SELLING STOCKHOLDERS. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY TO ANY PERSON
IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL OR TO
ANY PERSON TO WHOM IT IS UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR
ANY OFFER OR SALE MADE HEREUNDER SHALL, IN ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY OR THAT
THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE
DATE HEREOF.
------------------------
THE DATE OF THIS PROSPECTUS IS FEBRUARY , 1998.
<PAGE> 3
TABLE OF CONTENTS
<TABLE>
<S> <C>
RISK FACTORS........................................................................ 1
THE COMPANY......................................................................... 3
USE OF PROCEEDS..................................................................... 3
THE SELLING STOCKHOLDERS............................................................ 4
PLAN OF DISTRIBUTION................................................................ 5
LEGAL MATTERS....................................................................... 5
EXPERTS............................................................................. 5
AVAILABLE INFORMATION............................................................... 5
DOCUMENTS INCORPORATED BY REFERENCE................................................. 6
</TABLE>
i
<PAGE> 4
RISK FACTORS
An investment in the shares of Galileo 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 Galileo Common Stock
offered hereby.
LOSS OF A SIGNIFICANT CUSTOMER
On February 11, 1997, the Company received written notification from its
then largest customer, Xerox Corporation, that Xerox had developed internal
production capabilities for dicorotron assemblies and would no longer purchase
these assemblies from the Company. These assemblies accounted for approximately
$20.4 million, or 48% of the Company's revenues of $42.6 for fiscal 1996.
Reduced revenues from this product materially adversely affected the Company's
financial performance for fiscal 1997 and resulted in a loss for the fiscal
year. There can be no assurance whether or how quickly the Company will be able
to replace this business.
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.
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
1
<PAGE> 5
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 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,
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<PAGE> 6
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.
THE COMPANY
The Company develops, manufactures and markets a variety of fiberoptic and
electro-optic products which transmit, sense or intensify light or images. The
Company's core competency in glass sciences and experience in fiberoptic and
photonic technology are fundamental to developing and manufacturing its
products. The Company operates in a single industry segment and designs and
produces products for medical, scientific detector and spectroscopy,
telecommunications, and office product applications. Certain documents with
respect to the Company have been filed with the Securities and Exchange
Commission (the "Commission") and are publicly available. See "AVAILABLE
INFORMATION" and "DOCUMENTS INCORPORATED BY REFERENCE".
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.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Shares.
3
<PAGE> 7
THE SELLING STOCKHOLDERS
The Shares being offered hereby were acquired by the persons listed in the
table below in connection with the acquisition of OFC Corporation by Galileo in
January 1998. The table below sets forth the number of Shares held as of January
30, 1998 by the Selling Stockholders. 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."
<TABLE>
<CAPTION>
NUMBER OF SHARES OWNED
AS OF JANUARY 30, 1998, ALL OF
SELLING STOCKHOLDER WHICH ARE BEING OFFERED HEREBY(1):
------------------------------------------------------- ------------------------------------
<S> <C>
John F. Blais, Jr.(2).................................. 836,652
James F. Briggs, Jr.(3)................................ 69,205
Robert A. Clark........................................ 8,239
John P. Lucey.......................................... 16,477
Kris L. Anderson....................................... 26,500
Raymond J. Boulay(4)................................... 49,432
Daniel Jasinski........................................ 32,955
Bernard A. Moisan(5)................................... 82,984
Lovell E. Comstock..................................... 2,884
Edward P. Mansfield.................................... 1,854
Jewel N. Anderson...................................... 2,060
Robert E. Fahey, Jr.................................... 1,442
Willard Harris......................................... 1,339
Eric J. Schwendeman.................................... 1,442
Keqi Zhang............................................. 1,442
William H. Bernier..................................... 1,030
Scott D. Graham........................................ 721
Thomas Hirsh........................................... 721
David R. Hoey.......................................... 721
Karen Johar............................................ 1,030
Clifford E. Malkin..................................... 721
Frank A. Minich........................................ 772
John A. Seul........................................... 721
Edward M. Thurber...................................... 618
Arthur S. Appel........................................ 3,398
Jay LaMarche........................................... 3,955
Edward J. Stewart III.................................. 4,943
</TABLE>
- ---------------
(1) Except as described herein, each of the persons named in the table has sole
voting and investment power with respect to the shares beneficially owned by
him or her. John F. Blais, Jr., as the Shareholder Representative under an
escrow agreement among the Company and the Selling Stockholders pursuant to
which 10% of the Shares owned by each Selling Stockholder are held in
escrow, has the sole power to vote 115,426 of the Shares held in escrow (the
"Escrow Shares"). Accordingly, until the Escrow Shares are released on July
31, 1998, John F. Blais, Jr. will have the sole power to vote a total of
868,413 shares of Galileo Common Stock, which is approximately 10.8% of the
outstanding Galileo Common Stock.
The Escrow Shares secure the Selling Stockholders' obligations to indemnify
the Company in connection with its acquisition of OFC Corporation. The
Escrow Shares will not be eligible for sale by the Selling Stockholders
until July 31, 1998. Furthermore, of such Escrow Shares, only those in
excess of the number necessary to satisfy Selling Stockholder
indemnification obligations under the merger agreement will be available for
sale.
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(2) John F. Blais, Jr. is the President of Optical Filter Corporation, formerly
named OFC Corporation and now a wholly-owned subsidiary of the Company.
(3) James F. Briggs, Jr. is the Vice President and General Manager, Diamond
Turning Division of Optical Filter Corporation, formerly named OFC
Corporation and now a wholly-owned subsidiary of the Company.
(4) Raymond J. Boulay is the Vice President and General Manager, Optical Filter
Division of Optical Filter Corporation, formerly named OFC Corporation and
now a wholly-owned subsidiary of the Company.
(5) Bernard A. Moisan is the Vice President, Finance of Optical Filter
Corporation, formerly named OFC Corporation and now a wholly-owned
subsidiary of the Company.
PLAN OF DISTRIBUTION
The Company has filed with the Commission under 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 offered hereby has been passed upon for the
Company by Palmer & Dodge LLP, Boston, Massachusetts.
EXPERTS
The consolidated financial statements as of September 30, 1997 and 1996 and
for each of the three years in the period ended September 30, 1997 included in
the Company's Annual Report on Form 10-K for the year ended September 30, 1997
and incorporated by reference in this Prospectus, have been incorporated herein
in reliance on the report of Ernst & Young LLP, independent accountants, given
on the authority of that firm as experts in accounting and auditing.
The consolidated financial statements as of January 20, 1998 and February
20, 1997 of OFC Corporation incorporated by reference in this Prospectus have
been incorporated herein in reliance on the report of Alexander, Aronson,
Finning & Co., P.C., independent accountants, given on the authority of that
firm as experts in accounting and auditing.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith, files periodic reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission") relating to its
business, financial statements and other matters. Reports and proxy and
information statements filed with the Commission as well as copies of the
Registration Statement, of which this Prospectus is a part, can be inspected and
copied at the public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549, and at the
following Regional Offices of the Commission: Midwest Regional Office, Citicorp
Center, 500 West Madison Avenue, Suite 1400, Chicago, Illinois 60621-2511; and
Northeast Regional Office, 7 World Trade Center, Suite 1300, New York, New York
10048. Copies of such material can also be obtained at prescribed rates from the
Public Reference Section of the Commission at its principal office at 450 Fifth
Street, N.W., Judiciary Plaza, Washington, D.C. 20549. Such reports and other
information can also be reviewed on the Commission's web site
(http://www.sec.gov). Galileo Common Stock is listed on the Nasdaq National
Market. Reports and other information concerning the Company may be inspected at
the offices of the National Association of Securities Dealers, Listing Section,
1735 K Street, N.W., Washington, D.C. 20006.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents previously filed by the Company with the Commission
(File No. 5-34610) are hereby incorporated by reference: (i) the Company's
Annual Report on Form 10-K for the year ended September 30, 1997; (ii) the
Company's Quarterly Report on Form 10-Q for the quarter ended December 31, 1997;
and (iii) the Company's Current Reports on Form 8-K filed with the Commission on
October 20, 1997, January 7, 1998, February 12, 1998 and February 13, 1998.
Each document filed by the Company subsequent to the date of this
Prospectus pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination
of the offering of the Shares shall be deemed to be incorporated herein by
reference and to be a part hereof from the date of filing of such document. Any
statement contained herein or in a document all or a portion of which is
incorporated or deemed to be incorporated herein by reference shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein, in any other subsequently filed document which also
is or is deemed to be incorporated herein by reference or in any prospectus
supplement modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon the written or oral request by such person, a copy
of any document described above (other than exhibits). Requests for such copies
should be directed to Galileo Corporation, Galileo Park, P.O. Box 550,
Sturbridge, Massachusetts 01566, attention: Josef W. Rokus, Secretary, telephone
number: (508) 347-9191.
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<PAGE> 10
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Expenses in connection with the offering of the Shares will be borne by the
Registrant and are estimated as follows:
<TABLE>
<S> <C>
SEC Registration Fee.................................................... $ 3,535
Legal fees and expenses................................................. 6,000
Accounting fees and expenses............................................ 5,000
-------
Total.............................................................. $14,535
=======
</TABLE>
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 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.
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<PAGE> 11
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 Stock Restriction and Registration Rights Agreement dated as of
December 30, 1997 among 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 16. EXHIBITS
See Exhibit Index immediately following the signature page hereof.
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 the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or Form
F-3, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the Registrant pursuant to
Section 13 of 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such posteffective 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.
(4) If the Registrant is a foreign private issuer, to file a
post-effective amendment to the registration statement to include any
financial statements required by Rule 3-19 of this chapter at the start of
any delayed offering or throughout a continuous offering. Financial
statements and information otherwise required by Section 10(a)(3) of the
Act need not be furnished, provided, that the Registrant includes in the
prospectus, by means of a post-effective amendment, financial statements
required pursuant to this paragraph (a)(4) and other information necessary
to ensure that all other information in the prospectus
II-2
<PAGE> 12
is at least as current as the date of those financial statements.
Notwithstanding the foregoing, with respect to registration statements on
Form F-3, a post-effective amendment need not be filed to include financial
statements and information required by Section 10(a)(3) of the Act or Rule
3-19 of this chapter if such financial statements and information are
contained in periodic reports filed with or furnished to the Commission by
the Registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the Form F-3.
(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 (and, where applicable, each filing
of any employee benefit plan's annual report pursuant to Section 15(d) of
the Securities 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 herein, 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.
II-3
<PAGE> 13
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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, Commonwealth of Massachusetts, on
February 17, 1998.
GALILEO CORPORATION
By: /s/ WILLIAM T. HANLEY
-----------------------------------
WILLIAM T. HANLEY
President and Chief Executive
Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Galileo Corporation, hereby
severally constitute and appoint each of William T. Hanley and Gregory Riedel
our true and lawful attorneys, with full power to them in any and all
capacities, to sign any amendments to this Registration Statement on Form S-3
(including pre- and post-effective amendments), and any related Rule 462(b)
registration statement or amendment 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, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated as of February 17, 1998.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ WILLIAM T. HANLEY President and Chief Executive
- ------------------------------------------ Officer, Director(Principal
WILLIAM T. HANLEY Executive Officer)
/s/ GREGORY RIEDEL Vice President, Finance Principal
- ------------------------------------------ Financial and Accounting Officer)
GREGORY RIEDEL
/s/ WILLIAM T. BURGIN Director
- ------------------------------------------
WILLIAM T. BURGIN
/s/ ALLEN E. BUSCHING Director
- ------------------------------------------
ALLEN E. BUSCHING
/s/ KENNETH W. DRAEGER Director
- ------------------------------------------
KENNETH W. DRAEGER
/s/ ROBERT D. HAPP Director
- ------------------------------------------
ROBERT D. HAPP
/s/ MARK C. ROGERS Director
- ------------------------------------------
MARK C. ROGERS
</TABLE>
II-4
<PAGE> 14
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
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 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. Filed herewith.
21.0 List of Subsidiaries.
23.1 Consent of Ernst & Young LLP, independent accountants to the Registrant.
Filed herewith.
23.2 Consent of Alexander, Aronson, Finning & Co., P.C. Filed herewith.
23.3 Consent of Palmer & Dodge LLP (contained in Exhibit 5.1).
24.1 Power of Attorney (included on the signature page of this Registration
Statement).
</TABLE>
<PAGE> 1
EXHIBIT 5.1
PALMER & DODGE LLP
ONE BEACON STREET
BOSTON, MASSACHUSETTS 02108
Telephone: (617) 573-0100 Facsimile: (617) 227-4420
February 17, 1998
Galileo Corporation
P.O. Box 550, Galileo Park
Sturbridge, Massachusetts 01566
We are rendering this opinion in connection with the Registration Statement
on Form S-3 (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 the registration of 1,154,258 shares (the "Shares") of the Company's
Common Stock, $.01 par value, offered for resale by certain stockholders of the
Company named therein.
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 and issuance of the Shares. We have
examined all such documents as we consider necessary to enable us to render this
opinion.
Based upon the foregoing, we are of the opinion that the Shares have been
duly authorized and validly issued and are fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under "Legal Matters."
Very truly yours,
/s/ Palmer & Dodge LLP
<PAGE> 1
EXHIBIT 21.0
LIST OF SUBSIDIARIES
<TABLE>
<C> <S>
1. Leisegang Medical, Inc.
2. Leisegang Feinmechanik-Optik GmbH
3. Optical Filter Corporation
4. Galileo Foreign Sales Corporation
5. Galenica, Inc. (Canada)
6. Galenica, Inc. (Delaware)
7. Galileo Photonics, Inc.
</TABLE>
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3, No. 333-00000) and related Prospectus of
Galileo Corporation for the registration of 1,154,258 shares of its common stock
and to the incorporation by reference therein of our report dated October 28,
1997, with respect to the consolidated financial statements and schedule of
Galileo Corporation included in its Annual Report (Form 10-K) for the year ended
September 30, 1997, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
--------------------------------------
ERNST & YOUNG LLP
Providence, Rhode Island
February 16, 1998
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" and the
use of our reports dated January 20, 1998 and February 20, 1997, with respect to
the financial statements of OFC Corporation incorporated by reference in the
Registration Statement (Form S-3 No. 333-00000) and related Prospectus of
Galileo Corporation for the registration of 1,154,258 shares of its common
stock.
/s/ ALEXANDER, ARONSON, FINNING & CO., P.C.
-------------------------------------------
Alexander, Aronson, Finning & Co., P.C.
Westborough, Massachusetts
February 16, 1998
