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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8 - K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) OCTOBER 29, 1998
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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
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(Former name or former address, if changed since last report)
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Item 5. OTHER EVENTS
On October 29, 1998, Galileo Corporation announced a number of
developments affecting its operations and management. These
developments include the restatement of financial statements for the
Company's second and third quarters ended March 31 and June 30, 1998,
changes in management and the Board of Directors, the engagement of
Argus Management Corporation to assist the Board in assessing the
Company's financial condition and confirmation that class action
lawsuits have been filed against the Company and certain of its
officers and directors alleging violations of the federal securities
laws. A press release describing each of these items is attached
hereto as Exhibit 99.1.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
a) Exhibit
99.1 Press Release dated October 29, 1998.
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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: October 29, 1998 By: /s/ Josef W. Rokus
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Josef W. Rokus
Vice President, Corporate
Development and Secretary
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EXHIBIT INDEX
Exhibit No.
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99.1 Press Release dated October 29, 1998.
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GALILEO NEWS
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Investor Relations - William T. Hanley (508) 347-4258
RESTATEMENT OF INTERIM RESULTS AND OTHER DEVELOPMENTS
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STURBRIDGE, MA, OCTOBER 29, 1998 - Galileo Corporation (Nasdaq National
Market: GAEO) today announced a number of developments affecting its operations
and management.
The Company released restated financial statements for its second and
third quarters ended March 31 and June 30, 1998. The Company has determined
that approximately $400,000 of sales of products recognized in the second
quarter should have been recognized in the third quarter and approximately
$120,000 for bonuses at a subsidiary should have been accrued in the third
quarter. The net effect of these changes is to increase the reported loss for
the second quarter to $896,000, or a loss of $0.12 per share as compared to the
$0.09 per share loss previously reported. The changes decreased the third
quarter loss slightly to $3,259,000 but did not change the per share loss of
$0.41 for that quarter. The restated loss for nine months ended June 30, 1998
was $5,265,000 or a loss of $0.70 per share as compared to the $0.69 per share
loss previously reported.
Galileo also reported several changes in senior management and the board
of directors. Gregory Riedel, Vice President, Finance and Chief Financial
Officer, has resigned effective November 2, 1998. William T. Hanley, President
and Chief Executive Officer, has resigned from the board and continues as
President and Chief Executive Officer. Kenneth Draeger, who joined the board in
1993, resigned from the board of directors in connection with his recent
retirement and change of residence to Phoenix, Arizona. Finally, W. Kip Speyer
and John F. Blais, Jr. were elected to the board. Mr. Speyer is president of
Leisegang Medical, Inc., a subsidiary of the Company located in Boca Raton,
Florida, which was acquired in 1996. Mr. Blais is president of OFC Corporation,
a subsidiary of the Company located in Natick, Massachusetts, which was
acquired in early 1998. As a result of these acquisitions, Messrs. Speyer and
Blais own significant amounts of the Company's common stock.
The Company also reported that its board of directors is undertaking an
assessment of the Company's financial condition and the prospects for its
existing businesses and has engaged Argus Management Corporation of South
Natick, Massachusetts as a financial consultant to assist in this process. As
an initial matter, the board has determined that the results to date for its
telecommunications products do not justify the expenditure of additional
resources. The Company will minimize its continuing investment in these
products unless and until circumstances warrant otherwise. The board expects to
complete the assessment promptly and, based upon the results, will review and
evaluate the strategic alternatives available to the
Galileo Corporation Galileo Park P.O. Box 550 Sturbridge, MA 01566 USA
TEL. (508) 347-9191 FAX (508) 347-3849
World Wide Web Site: http://www.galileocorp.com
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Company. As part of this process, the board will consider the need for
additional financing; the potential for growth of each of the Company's
businesses; whether opportunities for strategic partnering or the sale of one
or more of the Company's businesses exist and would be advantageous; and the
Company's senior management needs.
Additionally, the Company reported that class action lawsuits seeking
damages were recently filed against the Company and certain of its officers
and directors alleging violations of the federal securities laws based on
alleged misleading statements regarding the Company's financial performance and
other matters. Although the lawsuits are in a very early stage, the Company
believes they are without merit and intends to defend them vigorously.
Galileo, along with its wholly-owned subsidiary, OFC Corporation, develops,
manufactures and markets products based on its core optical and photonic
technologies for applications in medical products and instruments, analytical
instruments and office equipment. Leisegang Medical, a wholly-owned subsidiary,
develops, manufactures, and markets women's health-related medical products.
Please visit our web sites at www.galileocorp.com, www.ofccorp.com and
www.leisegang.com for additional information.
Note to Investors
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Forward-looking statements in this release are based on information
available to the Company on the date hereof. The Company's actual results could
differ materially from those stated or implied by such forward-looking
statements. The forward-looking statements should be considered in the context
of these and other risk factors disclosed in the Company's fiscal 1997 SEC
Form 10-K.
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