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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) January 26, 1999
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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 1. CHANGE IN CONTROL OF REGISTRANT
On January 26, 1999, pursuant to the previously announced Securities
Purchase Agreement dated as of December 22, 1998 (the "Purchase
Agreement"), Andlinger Capital XIII LLC, a Connecticut limited
liability company ("Andlinger Capital"), purchased from Galileo
Corporation (the "Company") 2,000,000 shares of the Company's common
stock together with warrants to purchase an additional 2,000,000
shares of the Company's common stock for an aggregate price of
$6,000,000 in a private transaction. The warrants are exercisable for
a period of 7 1/2 years at a price of $1.50 per share, subject to
antidilution adjustments. Upon consummation of this transaction
Andlinger Capital acquired the power to vote an aggregate of 4,000,000
newly issued shares of the Company's common stock (of which 2,000,000
shares are attributable to the warrants) representing approximately
33.1% of the issued and outstanding common stock of the Company
(including as outstanding for the purposes of determining such
percentage the 2,000,000 shares issuable upon exercise of the
warrants). The acquisition of these securities by Andlinger Capital,
taking into account the terms of the Purchase Agreement described
below, may constitute a change in control of the Company.
Under the terms of the Purchase Agreement, the Company's Board of
Directors has been enlarged to seven members, including three
individuals designated by Andlinger Capital. The Purchase Agreement
provides that, for as long as Andlinger Capital and its affiliates
continue to own in the aggregate not less than 50% of its initial
investment, including as owned shares issuable under the warrants, the
Company and its Board of Directors will support the nomination of and
take certain actions such that the nominees recommended by the Board
of Directors to the stockholders of the Company for election as
directors at each annual meeting of the stockholders includes at least
the number of directors selected by Andlinger Capital equal to one
less than would constitute a majority of directors following such
election, and that Andlinger Capital will be entitled to have at least
one of its designees appointed to each committee of the Board of
Directors. In addition, pursuant to the terms of the Purchase
Agreement, the Company has amended its By-Laws to provide for
supermajority Board of Directors voting requirements for specified
actions of the Company, including mergers, acquisitions, divestitures
and financings, so long as Andlinger Capital and its affiliates
continue to own not less than 98% of its initial investment.
Based on information received from Andlinger Capital, the members of
Andlinger Capital are Gerhard A. Andlinger, Stephen A. Magida (manager
of Andlinger Capital), Charles E. Ball and John P. Kehoe; and
Andlinger Capital's source of funds to pay the purchase price under
the Purchase Agreement was cash contributions by the members of
Andlinger Capital from (1) personal funds in the amount of $5,550,000
in the case of Mr. Andlinger, (2) a loan in the amount of $75,000 from
Mr. Andlinger's personal funds at a rate of 10% per annum in the case
of Mr. Magida, (3) a loan in the amount of $75,000 from Mr.
Andlinger's personal funds at a rate of 10% per annum in the case of
Mr. Kehoe, and (4) a loan in the amount of $300,000 from Mr.
Andlinger's personal funds at a rate of 10% per annum in the case of
Mr. Ball.
The foregoing description of the Purchase Agreement is qualified by
reference to the full text of the Purchase Agreement, which is filed
as an exhibit to this report and is incorporated herein by reference.
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Item 7. FINANCIAL STATEMENTS AND EXHIBITS
a) Exhibits
99.1 Press Release dated January 26, 1999.
99.2 Securities Purchase Agreement dated December 22, 1998,
between Galileo Corporation and Andlinger Capital XIII LLC
(filed as Exhibit I to the Schedule 13D filed on December
28, 1998 by Andlinger Capital XIII LLC with respect to the
Registrant and incorporated herein by reference).
99.3 Registration Rights Agreement dated December 22, 1998, among
Galileo Corporation, Andlinger Capital XIII LLC, John F.
Blais, Jr. and W. Kip Speyer (filed as Exhibit II to the
Schedule 13D filed on December 28, 1998 by Andlinger Capital
XIII LLC with respect to the Registrant and incorporated
herein by reference).
99.4 Stockholders' Agreement dated December 22, 1998, among
Galileo Corporation, Andlinger Capital XIII LLC, John F.
Blais, Jr. and W. Kip Speyer (filed as Exhibit III to the
Schedule 13D filed on December 28, 1998 by Andlinger Capital
XIII LLC with respect to the Registrant and incorporated
herein by reference).
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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: February 5, 1999 By: /s/ Josef W. Rokus
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Josef W. Rokus
Vice President
and Secretary
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EXHIBIT INDEX
EXHIBIT NO.
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99.1 Press Release dated January 26, 1999.
99.2 Securities Purchase Agreement dated December 22, 1998,
between Galileo Corporation and Andlinger Capital XIII LLC
(filed as Exhibit I to the Schedule 13D filed on December
28, 1998 by Andlinger Capital XIII LLC with respect to the
Registrant and incorporated herein by reference).
99.3 Registration Rights Agreement dated December 22, 1998, among
Galileo Corporation, Andlinger Capital XIII LLC, John F.
Blais, Jr. and W. Kip Speyer (filed as Exhibit II to the
Schedule 13D filed on December 28, 1998 by Andlinger Capital
XIII LLC with respect to the Registrant and incorporated
herein by reference).
99.4 Stockholders' Agreement dated December 22, 1998, among
Galileo Corporation, Andlinger Capital XIII LLC, John F.
Blais, Jr. and W. Kip Speyer (filed as Exhibit III to the
Schedule 13D filed on December 28, 1998 by Andlinger Capital
XIII LLC with respect to the Registrant and incorporated
herein by reference).
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EXHIBIT 99.1
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Contact: Josef W. Rokus - Vice President - 508-347-4347
GALILEO CORPORATION ANNOUNCES COMPLETION OF
PRIVATE EQUITY FINANCING AND CHANGES IN ITS BOARD OF DIRECTORS
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Sturbridge, Massachusetts, January 26, 1999 - Galileo Corporation (Nasdaq
National Market GAEO) today announced the completion of an equity investment in
the Company by Andlinger Capital XIII LLC.
Under the previously announced agreement, Andlinger Capital, an investment
entity formed by the principals of Andlinger & Company, Inc., has purchased
2,000,000 shares of the Company's common stock together with warrants for an
additional 2,000,000 shares, for $6,000,000 in a private transaction. The
warrants are exercisable for a period of 7 1/2 years at a price of $1.50 per
share, subject to antidilution adjustment. On December 31, 1998, the Company had
8,071,250 shares of common stock outstanding. Under the agreement, the Company's
Board of Directors has been enlarged to seven members, including the following
three designated by Andlinger Capital: Gerhard R. Andlinger, who was elected
Chairman of the Board, Stephen A. Magida and Charles E. Ball. The agreement also
states that certain specified transactions, such as mergers, acquisitions,
divestitures and financings, require the consent of five directors. Allen E.
Busching resigned from the Board after nine years of service. Andlinger &
Company is a twenty-year old private investment company with offices in
Tarrytown, New York, Brussels, Belgium and Vienna, Austria.
The Company's bank loan agreement has been amended to reduce maximum
borrowings to $13,000,000 through June 30, 1999 and $6,000,000 thereafter and to
extend the term of the loan through October 31, 2000. In addition, the financial
covenants were amended, and the bank agreed to waive specified defaults. The
Company will apply approximately $600,000 of the net proceeds of the investment
to reduce outstanding bank loans and the balance for working capital and general
corporate purposes.
Galileo, along with its wholly owned subsidiary, OFC Corporation, develops,
manufactures, and markets products based on its core optical 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: www.galileocorp.com, www.ofcorp.com and
www.leisegang.com for additional information.
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