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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8 - K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) JANUARY 30, 1998
----------------
GALILEO CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 04-2526583
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
0-11309
(Commission File Number)
GALILEO PARK, P.O. BOX 550, STURBRIDGE, MASSACHUSETTS 01566
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code (508) 347-9191
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
The undersigned registrant hereby amends the Form 8-K filed on February 13,
1998, by adding to the previously filed document the information as set forth in
the pages attached hereto.
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Item 7. FINANCIAL STATEMENTS AND EXHIBITS
b) Pro Forma Financial Information
The pro forma financial information reflecting consummation of
the acquisition is filed as Exhibit 99.4 hereto.
c) Exhibits
2.1 Agreement and Plan of Merger dated as of December 30,
1997, among Galileo Corporation, OFC Acquisition
Corporation, OFC Corporation and the Principal
Stockholders of OFC Corporation (filed as Exhibit 2.1
to the Registrant's Form 8-K filed on January 7, 1998
and incorporated herein by reference).
23.1 Consent of Alexander, Aronson, Finning & Co., P.C.,
independent auditors.
99.1 Financial Statements of OFC Corporation for fiscal
year ended December 31, 1997 (filed as Exhibit 99.1
to the Registrant's Form 8-K filed on February 13,
1998 and incorporated herein by reference).
99.2 Press Release dated January 5, 1998 (filed as Exhibit
99.2 to the Registrant's Form 8-K filed on January 7,
1998 and incorporated herein by reference).
99.3 Press Release dated February 2, 1998 (filed as
Exhibit 99.3 to the Registrant's Form 8-K filed on
February 13, 1998 and incorporated herein by
reference).
99.4 Pro forma financial information reflecting
consummation of the acquisition of OFC Corporation by
the Registrant.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GALILEO CORPORATION
Date: April 2, 1998 By: /s/ Josef W. Rokus
-------------------------------------
Josef W. Rokus
Vice President, Corporate Development
and Secretary
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EXHIBIT INDEX
Exhibit No. Page No.
----------- --------
2.1 Agreement and Plan of Merger dated as of
December 30, 1997, among Galileo Corporation,
OFC Acquisition Corporation, OFC Corporation
and the Principal Stockholders of OFC
Corporation (filed as Exhibit 2.1 to the
Registrant's Form 8-K filed on January 7,
1998 and incorporated herein by reference).
23.1 Consent of Alexander, Aronson, Finning & Co.,
P.C., independent auditors. 5
99.1 Financial Statements of OFC Corporation for
fiscal year ended December 31, 1997 (filed as
Exhibit 99.1 to the Registrant's Form 8-K
filed on February 13, 1998 and incorporated
herein by reference).
99.2 Press Release dated January 5, 1998 (filed as
Exhibit 99.2 to the Registrant's Form 8-K
filed on January 7, 1998 and incorporated
herein by reference).
99.3 Press Release dated February 2, 1998 (filed
as Exhibit 99.3 to the Registrant's Form 8-K
filed on February 13, 1998 and incorporated
herein by reference).
99.4 Pro forma financial information reflecting
consummation of the acquisition of OFC
Corporation by the Registrant. 6
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statements of Galileo Corporation (Form S-3, Nos. 333-19391 and 333-46471) and
in the Registration Statements (Form S-8, Nos. 2-92671, 33-5142, 33-47588,
33-47589, 333-02435, 333-23345, 333-23347, 333-48375) pertaining to the Stock
Option and Purchase Plans of Galileo Corporation of our report dated January 20,
1998, with respect to the financial statements of OFC Corporation as of December
31, 1997 and 1996, included in the Current Report on Form 8-K of Galileo
Corporation dated January 30, 1998.
/s/ Alexander, Aronson, Finning & Co., P.C.
--------------------------------------------
Alexander, Aronson, Finning & Co., P.C.
Westborough, Massachusetts
March 27, 1998
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EXHIBIT 99.4
UNAUDITED PRO FORMA FINANCIAL INFORMATION
The following unaudited pro forma financial information of the Company has been
prepared to give pro forma effects to the acquisition of OFC Corporation. The
unaudited pro forma information and accompanying notes should be read in
conjunction with the historical financial statements of the Company and OFC.
The acquisition will be accounted for as a purchase. The purchase price of $15.1
million will be allocated to the assets and liabilities acquired based upon the
receipt of information to substantiate the fair value of the assets and
liabilities acquired; however, that allocation is not expected to differ
materially from the preliminary allocation.
The following unaudited pro forma statements of operations for the year ended
September 30, 1997, and the three months ended December 31, 1997, give effect to
the acquisition as if it had occurred at the beginning of the period presented.
The unaudited pro forma balance sheet as of December 31, 1997, has been prepared
as if the acquisition occurred on that date.
The unaudited pro forma information is based upon the historical financial
statements of the Company and OFC and the assumptions and adjustments described
in the accompanying notes. OFC's historical financial statements exclude the
effect on non-recurring, non-operational transactions for the periods indicated.
The unaudited pro forma information does not purport to represent what the
results of operations of the Company would have been if the acquisition had
occurred as of the date indicated or what future results will be.
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UNAUDITED PRO FORMA FINANCIAL INFORMATION (CONTINUED)
(Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
OFC Acquisition
Galileo Corp. Adjustments
Corp. (C) (See Notes) Consolidated
------- ----- ----------- ------------
<S> <C> <C> <C> <C>
CONDENSED CONSOLIDATED STATEMENT OF
OPERATIONS FOR THE YEAR ENDED
SEPTEMBER 30, 1997
Net sales $ 34,117 $13,902 $ 48,019
Cost of sales 22,363 8,574 30,937
-------- ------- --------
Gross margin 11,754 5,328 17,082
Engineering and SG&A expenses 14,512 3,117 $ 446(B) 18,075
Other operating expenses 9,098 9,098
-------- ------- ------ --------
Operating income (loss) (11,856) 2,211 (446) (10,091)
Other income (expense) 835 (238) (270)(B) 327
-------- ------- ------ --------
Income (loss) before income taxes (11,021) 1,973 (716) (9,764)
Provision for income taxes 163 34 (34)(B) 163
-------- ------- ------ --------
Net income (loss) $(11,184) $ 1,939 $ (682) $ (9,927)
======== ======= ====== ========
Weighted average shares 6,851 1,154(A) 8,005
-------- --------
Basic and diluted loss per share $ (1.63) $ (1.24)
======== ========
See accompanying notes.
<CAPTION>
OFC Acquisition
Galileo Corp. Adjustments
Corp. (C) (See Notes) Consolidated
------- ----- ----------- ------------
<S> <C> <C> <C> <C>
CONDENSED CONSOLIDATED STATEMENT
OF OPERATIONS FOR THE THREE MONTHS
ENDED DECEMBER 31, 1997
Net sales $ 8,563 $3,930 $12,493
Cost of sales 5,775 2,610 8,385
-------- ------ -------
Gross margin 2,788 1,320 4,108
Engineering and SG&A expenses 3,948 834 $ 112 (B) 4,894
Other operating expenses
-------- ------ ------ -------
Operating income (loss) (1,160) 486 (112) (786)
Other income (expense) 57 (111) (68)(B) (122)
-------- ------ ------ -------
Income (loss) before income taxes (1,103) 375 (180) (908)
Provision for income taxes 8 11 (11)(B) 8
-------- ------ ------ -------
Net income (loss) $ (1,111) $ 364 $ (169) $ (916)
======== ====== ====== =======
Weighted average shares 6,874 1,154 (A) 8,028
-------- -------
Basic and diluted loss per share $ (0.16) $ (0.11)
======== =======
</TABLE>
See accompanying notes.
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UNAUDITED PRO FORMA FINANCIAL INFORMATION (CONTINUED)
(Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
OFC Acquisition
Galileo Corp. Adjustments
Corp. (C) (See Notes) Consolidated
------- ----- ----------- ------------
<S> <C> <C> <C> <C>
CONDENSED CONSOLIDATED BALANCE SHEET - DECEMBER 31, 1997
Current Assets
Cash $ 6,102 $ 429 $(6,000)(A) $ 531
Accounts receivable, net 6,894 2,500 9,394
Inventories, net 8,101 1,221 9,322
Other current assets 91 461 552
------- ------ ------- -------
Total current assets 21,188 4,611 (6,000) 19,799
Property, plant and equipment, net 15,054 1,819 16,873
Excess of cost over the fair value
of net assets acquired 4,524 11,969 (A) 16,493
Other assets 1,481 482 1,963
------- ------ ------- -------
Total assets $42,247 $6,912 $ 5,969 $55,128
======= ====== ======= =======
Liabilities and Shareholders' Equity
Current liabilities
Accounts payable and accrued
expenses $ 4,880 $2,111 $ 6,991
Notes payable 1,287 1,287
Other liabilities
Long-term debt 1,682 1,682
Other liabilities 1,089 1,089
------- ------ ------- -------
Total liabilities 7,256 3,793 11,049
Total shareholders' equity 34,991 3,119 5,969 44,079
------- ------ ------- -------
Total liabilities and shareholders' equity $42,247 $6,912 $ 5,969 $55,128
======= ====== ======= =======
</TABLE>
See accompanying notes.
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EXHIBIT 99.4
NOTES TO UNAUDITED PRO FORMA FINANCIAL INFORMATION
The pro forma adjustments reflect the following:
(A) The acquisition of OFC Corporation for $6,000,000 in cash and the
discounted value of 1,154,258 shares of Galileo Common Stock resulting
in $11,969,000 in the excess cost over the fair market value of net
assets acquired.
(B) Adjustments to the consolidated entity's statement of operations
include: 1) the recognition of amortization of cost over the fair value
of net assets acquired, which assumes the excess cost over fair value
is amortized over 30 years, 2) the reduction of interest income from
cash used for the acquisition, and 3) the utilization of certain
Galileo tax loss carryforwards.
(C) The results of operations of OFC Corporation for the year ended
September 30, 1997, and the quarter ended December 31, 1997, are based
upon OFC Corporation's historical results of operations for the year
and quarter ended December 31, 1997.
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