UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Galileo Corporation
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
363544107
---------
(CUSIP Number)
Andlinger Capital XIII LLC
105 Harbor Drive
Stamford, CT 06902
Attention: Stephen A. Magida
(203) 348-6690
with a copy to:
Paul Gluck, Esq.
Dechert Price & Rhoads
30 Rockefeller Plaza
New York, New York 10112
(212) 698-3552
----------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
August 31, 1999
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box.
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-7(b) for other parties to whom copies
are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise
<PAGE>
subject to the liabilities of that section of the Act but shall be subject to
all other provisions of the Act (however, see the Notes).
2
<PAGE>
- --------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gerhard R. Andlinger
- --------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [x]
- --------------------------------------------------------------------------------
3) SEC USE ONLY
- -------------------------------------------------------------------------------
4) SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E)
- --------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OR ORGANIZATION
United States
- --------------------------------------------------------------------------------
Number of Shares 7) SOLE VOTING POWER
Beneficially owned by
each reporting person 171,465
with
--------------------------------------------------------
8) SHARED VOTING POWER
4,100,000 shares
--------------------------------------------------------
9) SOLE DISPOSITIVE POWER
171,465
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10) SHARED DISPOSITIVE POWER
4,100,000 shares
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,271,465 shares
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.8%
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
3
<PAGE>
- --------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Andlinger Capital XIII LLC
- --------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [x]
- --------------------------------------------------------------------------------
3) SEC USE ONLY
- -------------------------------------------------------------------------------
4) SOURCE OF FUNDS*
00
- --------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E)
- --------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OR ORGANIZATION
Connecticut
- --------------------------------------------------------------------------------
Number of Shares 7) SOLE VOTING POWER
Beneficially owned by
each reporting person 0
with
--------------------------------------------------------
8) SHARED VOTING POWER
4,000,000 shares
--------------------------------------------------------
9) SOLE DISPOSITIVE POWER
0
--------------------------------------------------------
10) SHARED DISPOSITIVE POWER
4,000,000 shares
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,000,000 shares
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.7%
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON*
00
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
4
<PAGE>
- --------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stephen A. Magida
- --------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [x]
- --------------------------------------------------------------------------------
3) SEC USE ONLY
- -------------------------------------------------------------------------------
4) SOURCE OF FUNDS*
00
- --------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E)
- --------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OR ORGANIZATION
United States
- --------------------------------------------------------------------------------
Number of Shares 7) SOLE VOTING POWER
Beneficially owned by
each reporting person 28,000
with
--------------------------------------------------------
8) SHARED VOTING POWER
4,000,000 shares
--------------------------------------------------------
9) SOLE DISPOSITIVE POWER
28,000
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10) SHARED DISPOSITIVE POWER
4,000,000 shares
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,028,000 shares
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.9%
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
5
<PAGE>
- --------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Charles E. Ball
- --------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [x]
- --------------------------------------------------------------------------------
3) SEC USE ONLY
- -------------------------------------------------------------------------------
4) SOURCE OF FUNDS*
00
- --------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E)
- --------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OR ORGANIZATION
United States
- --------------------------------------------------------------------------------
Number of Shares 7) SOLE VOTING POWER
Beneficially owned by
each reporting person 0
with
--------------------------------------------------------
8) SHARED VOTING POWER
See item 5
--------------------------------------------------------
9) SOLE DISPOSITIVE POWER
0
--------------------------------------------------------
10) SHARED DISPOSITIVE POWER
See item 5
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See item 5
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
See item 5
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
6
<PAGE>
- --------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John P. Kehoe
- --------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [x]
- --------------------------------------------------------------------------------
3) SEC USE ONLY
- -------------------------------------------------------------------------------
4) SOURCE OF FUNDS*
00
- --------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E)
- --------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OR ORGANIZATION
United States
- --------------------------------------------------------------------------------
Number of Shares 7) SOLE VOTING POWER
Beneficially owned by
each reporting person 0
with
--------------------------------------------------------
8) SHARED VOTING POWER
See item 5
--------------------------------------------------------
9) SOLE DISPOSITIVE POWER
0
--------------------------------------------------------
10) SHARED DISPOSITIVE POWER
See item 5
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See item 5
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
See item 5
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
7
<PAGE>
This Amendment No. 1 to Schedule 13D (this "Amendment") amends and
supplements the Schedule 13D filed with the Securities and Exchange Commission
(the "Commission") on December 31, 1998 (the "Original 13D") on behalf of
Andlinger Capital XIII LLC ("Andlinger Capital"), Gerhard R. Andlinger, Stephen
A. Magida, Charles E. Ball and John P. Kehoe. Capitalized terms used herein
without definition shall have the respective meanings ascribed thereto in the
Original 13D.
Item 3. Source and Amount of Funds or other Consideration
Since the Original 13D, Gerhard R. Andlinger used personal funds to
make open market purchases of an aggregate of 171,465 shares of Common Stock on
the dates and at the respective price per share set forth on Exhibit VIII to
this Amendment. Further, on or about August 31, 1999, the Issuer and ANC
Management Corp. ("ANC"), entered into a Non-Qualified Stock Option Agreement
(the "Option Agreement") providing ANC the right under certain conditions to
purchase up to 100,000 shares of Common Stock, at an exercise price of $11.4375
per share (the "Options"). Mr. Andlinger may be deemed a controlling person of
ANC. In addition, Mr. Magida, as trustee under certain trusts for the benefit of
members of Mr. Andlinger's family, used funds of each of the respective trusts
or loans from Mr. Andlinger to such trusts to make open market purchases of an
aggregate of 17,000 shares of Common Stock on the dates and at the respective
price per share set forth on Exhibit IX to this Amendment. Further, on or about
September 20, 1999, Andlinger Capital used funds advanced by Mr. Andlinger to
exercise Warrants to purchase 1,000,000 shares of Common Stock at an exercise
price of $1.50 per share (the "Warrant Exercise").
ITEM 4. PURPOSE OF TRANSACTION
At this time, the Reporting Persons have no present intention of
acquiring additional shares of the Issuer, although each Reporting Person
reserves the right to make additional purchases from time to time. Any decision
to make such additional purchase will depend, however, on various factors,
including, without limitation, the price of the common stock, stock market
conditions and the business prospects of the Issuer. The Reporting Persons,
individually or as a group, have no present intention or arrangements or
understandings to effect any of the transactions listed in Item 4(a)-(j) of
Schedule 13D. Certain of the Reporting Persons are directors and/or officers of
the Issuer, and may in the exercise of their duties as officers and/or directors
of the Issuer, from time to time, consider one or more of such transactions.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Based on the Issuer's Quarterly Report filed on Form 10-Q for the
period ended June 30, 1999, there are issued and outstanding 10,210,034 shares
of Common Stock (not including the 1,000,000 shares of Common Stock issued or
issuable as a result of the Warrant Exercise). Mr. Andlinger may be deemed to be
the beneficial owner of an aggregate amount of 4,271,465 shares of Common Stock,
representing 33.8% of the issued and outstanding shares of Common Stock
(including as outstanding for determining such percentage, shares of Common
Stock issued or issuable as a result of the Warrant Exercise, shares of Common
Stock issuable upon exercise of the unexercised portion of the Warrants and
shares of Common Stock issuable upon exercise of the Options) as follows: (1)
Mr. Andlinger, beneficially owns and has sole
8
<PAGE>
power to vote or direct the vote of an aggregate of 171,465 shares of Common
Stock representing 1.67% of the issued and outstanding shares of Common Stock;
and (2) Mr. Andlinger, as a member and majority holder of the voting units of
Andlinger Capital, and as a controlling person of ANC beneficially owns and has
shared power to vote or direct the vote of, and shared power to dispose or
direct the disposition of an aggregate of 4,100,000 shares of Common Stock
representing 33.3% of the issued and outstanding shares of Common Stock
(including as outstanding for determining such percentage, shares of Common
Stock issued or issuable as a result of the Warrant Exercise, shares of Common
Stock issuable upon exercise of the unexercised portion of the Warrants and
shares of Common Stock issuable upon exercise of the Options) of which (a)
1,000,000 shares are attributable to the unexercised portion of the Warrants;
and (b) 100,000 shares are attributable to the Options.
Pursuant to the Option Agreement, the Options shall vest as to 25,000
shares of Common Stock, each on August 31, 1999, June 30, 2000, June 30, 2001
and June 30, 2002, provided that on such vesting date the Management Advisory
and Consulting Agreement (the "Management Agreement") dated as of August 31,
1999 between ANC and the Issuer is still in effect. The Options will be
exercisable from their vesting until the earliest of (i) June 30, 2009, (ii)
upon the effective date of termination of the Management Agreement in the event
such agreement is terminated by the Issuer for "cause", (iii) within 30 days
after termination of the Management Agreement for any other reason, (iv) on the
effective date of a transaction that results in a change of control in the
Issuer (as more fully described in the Option Agreement) or (v) the date all the
Options are purchased pursuant to the Option Agreement.
Andlinger Capital may be deemed to be the beneficial owner of an
aggregate amount of 4,000,000 shares of Common Stock (of which 1,000,000 shares
are attributable to the unexercised portion of the Warrants), representing 32.7%
of the issued and outstanding shares of Common Stock (including as outstanding
for determining such percentage, shares of Common Stock issued or issuable as a
result of the Warrant Exercise and shares of Common Stock issuable upon exercise
of the unexercised portion of the Warrants).
Mr. Magida may be deemed to have shared power to vote or direct the
vote of, and shared power to dispose of or direct the disposition of an
aggregate of 4,000,000 shares of Common Stock (of which 1,000,000 shares are
attributable to the unexercised portion of the Warrants) and which, together
with the 28,000 shares held by Mr. Magida as trustee of the trusts referred to
in Item 5 of the Original 13D represent 32.9% of the issued and outstanding
shares of Common Stock (including as outstanding for determining such
percentage, shares of Common Stock issued or issuable as a result of the Warrant
Exercise and shares of Common Stock issuable upon exercise of the unexercised
portion of the Warrants).
Mr. Ball by virtue of his relationships with the other Reporting
Persons and as a member of Andlinger Capital may be deemed to have shared power
to vote or direct the vote of, and shared power to dispose of or direct the
disposition of, an aggregate of 4,000,000 shares of Common Stock (of which
1,000,000 shares are attributable to the unexercised portion of the Warrants)
representing 32.7% of the issued and outstanding shares of Common Stock
(including as outstanding for determining such percentage shares of Common Stock
issued or issuable as a result of the Warrant Exercise and shares of Common
Stock issuable upon exercise of the unexercised portion of the Warrants).
9
<PAGE>
Mr. Kehoe by virtue of his relationship with the other Reporting
Persons and as a member of Andlinger Capital may be deemed to have shared power
to vote or direct the vote of, and shared power to dispose of or direct the
disposition of, an aggregate of 4,000,000 shares of Common Stock (of which
1,000,000 shares are attributable to the unexercised portion of the Warrants)
representing 32.7% of the issued and outstanding shares of Common Stock
(including as outstanding for determining such percentage, shares of Common
Stock issued or issuable as a result of the Warrant Exercise and shares of
Common Stock issuable upon exercise of the unexercised portion of the Warrants).
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
EXHIBIT VI Non-Qualified Stock Option Agreement dated as of
August 31, 1999 between Galileo Corporation and ANC
Management Corp.
EXHIBIT VII Management Advisory and Consulting Agreement dated as
of August 31, 1999 between Galileo Corporation and
ANC Management Corp.
EXHIBIT VIII Open Market Purchases of Gerhard R. Andlinger
EXHIBIT IX Open Market Purchases of Certain Trusts
EXHIBIT X Joint Filing Agreement dated as of October 06, 1999
among Andlinger Capital XIII LLC, Gerhard R.
Andlinger, Stephen A. Magida, Charles E. Ball and
John P. Kehoe.
10
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of knowledge and belief of the
Reporting Persons, the Reporting Persons certify that the information set forth
in this statement is true, complete and correct.
Date: 10/06/99 ANDLINGER CAPITAL XIII LLC
By: /s/ Stephen A. Magida
-----------------------
Name: Stephen A. Magida
Title: Manager
/s/ Gerhard R. Andlinger
-----------------------
Gerhard R. Andlinger
/s/ Stephen A. Magida
-----------------------
Stephen A. Magida
/s/ Charles E. Ball
-----------------------
Charles E. Ball
/s/ John P. Kehoe
-----------------------
John P. Kehoe
11
EXHIBIT VI
NON-QUALIFIED STOCK OPTION AGREEMENT
------------------------------------
THIS NON-QUALIFIED STOCK OPTION AGREEMENT (the "Agreement") made and entered
into as of the 31st day of August, 1999, by and between GALILEO CORPORATION, a
Delaware corporation (the "Company"), and ANC MANAGEMENT CORP. ("Optionee").
W I T N E S S E T H:
WHEREAS, the Board of Directors of the Company (the "Board") adopted, with
stockholder approval, the Company's 1991 Stock Option Plan (the "Plan"); and
WHEREAS, pursuant to resolutions adopted at a meeting on July 22, 1999 (the
"Award Date"), the Board has determined that Optionee is eligible to receive a
non-qualified stock option pursuant to the Plan to purchase shares of common
stock of the Company, $.01 par value per share ("Common Stock"), in accordance
with the terms and provisions thereof and has awarded to Optionee such options
on 100,000 shares of such Common Stock; and
NOW, THEREFORE, in consideration of the covenants and agreements contained
herein, the parties hereby agree as follows:
SECTION 1
DEFINITIONS
1.1 Definitions. In addition to the other terms defined in this Agreement
and in the Plan, the terms below shall have the following definitions:
"Management Agreement" means that certain Management Advisory and
Consulting Agreement of even date between the Company and Optionee.
"Person" means an individual, partnership, company, limited liability
company, association, trust, joint venture, unincorporated organization and any
government, governmental department or agency or political subdivision thereof.
"Securities Act" means the Securities Act of 1933, as amended.
"Terminating Transaction" means a single transaction or series of
related transactions, other than a public offering of securities, pursuant to
which a Person or Persons other than existing stockholders of the Company (i)
acquires capital stock of the Company possessing the voting power to elect a
majority of the Board, (ii) consummates a merger, amalgamation or consolidation
with the Company as a result of which the stockholders of the Company who own
Common Stock or other voting securities prior to such transaction(s) shall own,
directly or indirectly, less than fifty percent (50%) of the voting securities
of the surviving entity, or (iii) acquire all or substantially all of the assets
of the Company.
<PAGE>
"Transfer" means, with respect to any security of the Company, any
transfer, sale, gift, exchange, assignment, pledge or other disposition thereof.
SECTION 2
GRANT OF OPTION
2.1 Grant of Non-Qualified Options. Subject to the terms and conditions set
forth in this Agreement and the Plan, the Company hereby grants to the Optionee
the option (the "Option") to purchase from the Company, during the period set
forth in paragraph 2.2 below, 100,000 shares of Common Stock ("Option Shares")
at the price per share set forth on the signature page hereof (the "Exercise
Price"), which is the fair market value of such Option Shares on the Award Date,
in accordance with the terms of this Agreement. The Option is not an incentive
stock option within the meaning of Section 422 of the Internal Revenue Code of
1986, as amended (the "Code").
2.2 Term. This Option shall commence on the date of this Agreement and shall
terminate in accordance with the provisions of Sections 2.3 and 2.4.
2.3 Vesting of Option Shares. The right to purchase the Option Shares under
this Option shall vest to the Optionee as follows:
(a) The Option shall vest as to 25,000 Option Shares as of the date of
this Agreement.
(b) The Option shall vest as to the remaining 75,000 Option Shares as
to 25,000 Option Shares each on June 30, 2000, June 30, 2001 and June 30, 2002,
provided that on each such vesting date the Management Agreement is in effect.
(c) Notwithstanding clause (b) above, in the event a Terminating
Transaction is consummated while the Management Agreement is still in effect
(including a Terminating Transaction in which the Management Agreement is
terminated by the parties in connection with such consummation), Optionee shall
be deemed to have fully vested in all Option Shares immediately prior to such
consummation.
2.4. Duration of the Option. Subject to the provisions of the Plan, the
Option shall be effective during the period commencing on the date of this
Agreement and ending on the earliest of (i) June 30, 2009 (the "Option Term
Date"), (ii) upon the effective date of termination of the Management Agreement
in the event the Management Agreement is terminated by the Company for "cause"
(as defined in the Management Agreement), or at the election of the Optionee,
(iii) within thirty (30) days after termination of the Management Agreement for
any other reason, (iv) on the effective date of (and simultaneously with the
consummation of) any Terminating Transaction, or (v) the date all Option Shares
are purchased pursuant to this Agreement.
<PAGE>
SECTION 3
EXERCISE OF OPTION
3.1. Exercise of Option. Subject to the provisions of the Plan, the Option
shall be exercised in accordance with the following provisions:
(a) The Option may be exercised only by written notice of exercise to
the Company setting forth the number of shares of Common Stock to be issued upon
exercise and signed by the Optionee and received by the Secretary or Treasurer
of the Company, or other authorized representative of the Company, prior to the
termination of the Option as set forth in Section 2 above, accompanied by full
payment of the Exercise Price for the number of shares of Common Stock being
purchased in a form permitted under the terms of the Plan. The Optionee shall be
given reasonable notice of the proposed consummation of any Terminating
Transaction and, in connection therewith, may make a conditional exercise of the
Option, subject to the consummation of the Terminating Transaction, in which
event payment of the Exercise Price shall be due simultaneously with the
consummation of the Terminating Transaction.
(b) At the time the Option is exercised, in whole or in part, or at any
time thereafter as requested by the Company, the Optionee shall make adequate
provision for the federal and state tax withholding obligations of the Company,
if any, which arise in connection with the Option, including, without
limitation, obligations arising upon (i) the exercise, in whole or in part, of
the Option, (ii) the transfer, in whole or in part, of any Option Shares, (iii)
the operation of any law or regulation providing for the imputation of interest,
or (iv) the lapsing of any restriction with respect to any Option Shares.
(c) On the exercise date specified in the Optionee's notice or as soon
thereafter as is reasonably practicable, the Company shall cause to be delivered
to the Optionee a certificate or certificates for the Option Shares then being
purchased (out of theretofore unissued Common Stock or reacquired Common Stock,
as the Company may elect) upon full payment for such Option Shares. The
obligation of the Company to deliver the Option Shares shall, however, be
subject to the condition that if at any time the Board shall determine in its
discretion that the listing, registration or qualification of the Option or the
Option Shares upon any securities exchange or under any state or federal law, or
the consent or approval of any governmental regulatory body, is necessary or
desirable as a condition of, or in connection with, the Option or the issuance
or purchase of Option Shares thereunder, the delivery of the Option Shares may
be delayed in whole or in part until such listing, registration, qualification,
consent or approval shall have been effected or obtained free of any conditions
not acceptable to the Board. Certificates evidencing any Option Shares may
contain a legend in a form deemed appropriate by the Company with respect to
transfer restrictions imposed by applicable securities laws and referring to the
transfer restrictions under this Agreement.
SECTION 4
RESTRICTIONS ON OPTIONS AND OPTION SHARES
4.1. Cancellation of Options. The Board may, in its sole discretion, in
cases involving a material breach of the Optionee's obligations under the
Management Agreement or
<PAGE>
other serious breach of conduct by the Optionee, cancel the Option, whether or
not vested, in whole or in part. Such cancellation shall be effective as of the
date specified by the Board. As used herein, a serious breach of conduct shall
mean: (a) the disclosure or misuse of confidential information or trade secrets
in a manner causing material damage to the Company; and (b) engaging in conduct
relating to the Optionee's engagement with the Company for which either material
criminal or civil penalties may be sought.
4.2 Restrictions on Transferability of Option. The Option hereunder shall be
exercisable only by the Optionee or legal successor to the Optionee, and, except
as otherwise approved by the Company, the Option shall not otherwise be
transferable, nor shall the Option by subject to attachment, execution or other
similar process. In the event of (a) any attempt by the Optionee not permitted
hereunder to alienate, assign, pledge, hypothecate or otherwise dispose of the
Option, except as provided for herein, or (b) the levy of any attachment,
execution or similar process upon the rights or interest hereby conferred, the
Company may terminate the Option by notice to the Optionee and it shall
thereupon become null and void.
4.3. Effect of Change in Stock Subject to the Option. In the event of
certain corporate events such as stock splits, the Board has retained the right
pursuant to the Plan to increase or decrease the number of Option Shares, change
the kind of shares available under the Option and/or increase or decrease the
Exercise Price of the Option in order to preserve the benefits or potential
benefits intended to be made available under the Plan.
4.4. Rights as a Stockholder. The Optionee shall have no rights as a
stockholder with respect to any shares of Common Stock covered by the Option
until the date of the issuance of a certificate or certificates for the shares
for which the Option has been exercised. No adjustment shall be made for
dividends or distributions or other rights for which the record date is prior to
the date such certificate or certificates are issued, except as provided in
Section 4.3.
4.5. Liquidation or Dissolution of the Company. In the event of the proposed
dissolution or liquidation of the Company, each Option shall terminate prior to
the consummation of such proposed action or at such other time and subject to
such other conditions as shall be determined by the Board.
SECTION 5
MISCELLANEOUS
5.1 Binding Effect. Except as otherwise provided herein, this Option
Agreement shall inure to the benefit of the successors and assigns of the
Company and be binding upon the Optionee and the Optionee's legal successors and
permitted assigns.
5.2 Termination or Amendment. The Board may terminate or amend the Plan
(subject to the provisions of the Plan) and may amend this Option at any time,
provided, however, that no such termination or amendment may adversely affect
the Option or any unexercised portion thereof without the consent of the
Optionee.
<PAGE>
5.3 Engagement of the Optionee. Nothing in this Agreement shall be construed
as constituting a commitment, guaranty, agreement, or understanding of any kind
or nature that the Company shall continue to engage the Optionee for consulting
or other services, nor shall this Agreement affect in any way the right of the
Company to terminate the engagement of the Optionee at any time and for any
reason. Any change of the Optionee's duties as a consultant to the Company shall
not result in a modification of the terms of this Agreement.
5.4 Remedies.
(a) The rights and remedies provided by this Agreement are cumulative
and the use of any one right or remedy by any party shall not preclude or waive
its right to use any or all other remedies. Said rights and remedies are given
in addition to any other rights the parties may have at law or in equity.
(b) Without limitation of the foregoing, the parties hereto agree that
irreparable harm would occur in the event that any of the agreements and
provisions of this Agreement were not performed fully by the parties hereto in
accordance with their specific terms or were otherwise breached, and that money
damages are an inadequate remedy for breach of the Agreement because of the
difficulty of ascertaining and quantifying the amount of damage that will be
suffered by the parties hereto in the event that this Agreement is not performed
in accordance with its term or is otherwise breached. It is accordingly hereby
agreed that the parties hereto shall be entitled to an injunction or injunctions
to restrain, enjoin and prevent breaches of this Agreement, such remedy being in
addition to and not in lieu of, any other rights and remedies to which the other
parties are entitled at law or in equity.
(c) Except where a time period is otherwise specified, no delay on the
part of any party in the exercise of any right, power, privilege or remedy
hereunder shall operate as a waiver thereof, nor shall any exercise or partial
exercise of any such right, power, privilege or remedy preclude any further
exercise thereof or the exercise of any right, power, privilege or remedy.
5.5 Integrated Agreement. This Option Agreement and the Plan constitute the
entire understanding and agreement of the Optionee and the Company with respect
to the subject matter contained herein and therein, and there are no agreements,
understandings, restrictions, representations, or warranties among the Optionee
and the Company other than those as set forth or provided for herein and
therein. To the extent contemplated herein and therein, the provisions of the
Option Agreement and the Plan shall survive any exercise of the Option and shall
remain in full force and effect.
5.6 Applicable Law. This Option Agreement shall be governed by the laws of
the State of Delaware.
5.7 Successors and Assigns. Except as otherwise expressly provided herein,
the provisions hereof shall inure to the benefit of, and be binding upon, the
successors and assigns of the parties hereto.
<PAGE>
5.8 Notices. Any and all notices provided for in this Agreement shall be
addressed: (i) if to the Company, to the principal executive office of the
Company; and (ii) if to the Optionee, to the address of the Optionee as
reflected on the records of the Company. Notices shall be deemed delivered upon
the earlier to occur of (i) receipt by the party to whom such notice is
directed; (ii) if sent by facsimile machine, on the day (other than a Saturday,
Sunday or legal holiday in the jurisdiction to which such notice is directed)
such notice is sent if sent (as evidenced by the facsimile confirmed receipt)
prior to 5:00 p.m. and, if sent after 5:00 p.m. on the day (other than a
Saturday, Sunday or legal holiday in the jurisdiction to which such notice is
directed) after which such notice is sent; (iii) on the first business day
(other than a Saturday, Sunday or legal holiday in the jurisdiction to which
such notice is directed) following the day the same is deposited with the
commercial carrier if sent by commercial overnight delivery service; or (iv) the
fifth (5th) day (other than a Saturday, Sunday or legal holiday in the
jurisdiction to which such notice is directed) following deposit thereof with
the U.S. Postal Service as aforesaid. Each party, by notice duly given in
accordance herewith, may specify a different address for the giving of any
notice hereunder.
5.9 Severability. In case any provision of this Agreement shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions of this Agreement shall not in any way be affected or
impaired thereby, and each provision of this Agreement shall be enforced to the
fullest extent permitted by law.
5.10 Subject to Plan. The rights of the Optionee are subject to all of the
terms and conditions of the Plan, the provisions of which are hereby
incorporated by reference herein, and, to the extent that any conflict or
inconsistency may exist between any term or provision of this Agreement and any
term or provision of the Plan, the term or provision of the Plan shall control.
The Optionee hereby acknowledges receipt of a copy of the Plan and agrees to be
bound by all terms and provisions thereof and further agrees to accept as
binding, conclusive and final all decisions or interpretations of the Board upon
any questions arising under this Option Agreement or the Plan.
5.11 Investment Representation. The Optionee represents and warrants that
the Optionee is acquiring the Option and any shares of Common Stock issuable
upon exercise thereof for the Optionee's own account as an investment and not
with a view toward the sale or distribution thereof.
5.12 No Third Party Beneficiaries. There are no third party beneficiaries of
this Agreement.
5.13 Duration. This Agreement shall be valid and continue in full force and
effect until the earlier of (i) a Terminating Transaction and (ii) the Option
Term Date.
5.14 Titles and Subtitles. The titles of the sections and subsections of
this Agreement are for convenience of reference only and are not to be
considered in construing this Agreement.
<PAGE>
5.15 Gender; Number. The use of any gender in this Agreement shall be deemed
to be or include the other genders, and the use of the singular in this
Agreement shall be deemed to be or include the plural (and vice versa), wherever
appropriate.
5.16 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
constitute one agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
COMPANY:
GALILEO CORPORATION
By: /s/ Thomas J. Mathews
-------------------------------------
Thomas J. Mathews, Vice President/CFO
OPTIONEE:
ANC MANAGEMENT CORP.
By: /s/ Gerhard R. Andlinger
-------------------------------------
Gerhard R. Andlinger, Chairman
Address: 303 South Broadway Suite 229
Tarrytown, NY 10591
Employer ID No.: 13-3015597
------------------------
No. of Option Shares: 100,000
Exercise Price per Share: $11.4375
EXHIBIT VII
MANAGEMENT ADVISORY
AND
CONSULTING AGREEMENT
AGREEMENT ("Agreement") made and entered into as of the 31st day of August,
1999, by and between GALILEO CORPORATION, a Delaware corporation having a place
of business at Sturbridge Business Park, Route 20, Sturbridge, MA 01566 (the
"Company"), and ANC MANAGEMENT CORP. ("Consultant").
W I T N E S S E T H:
WHEREAS, the Company is and has been engaged in a number of businesses,
primarily related to the manufacture, distribution and sale of products
utilizing certain optical technologies as applied in different industries (the
"Business"); and
WHEREAS, the Consultant is controlled by Gerhard R. Andlinger (the
"Principal"), who has extensive experience in the management, restructuring,
strategic planning repositioning, financing and operation of manufacturing
companies, as well as experience with certain optical technologies; and
WHEREAS, in addition to the Principal, the Consultant has a staff of
employees and representatives with significant financial advisory, strategic
planning, managerial and operational experience with companies similar to the
Company; and
WHEREAS, an affiliate of the Consultant has made a significant equity
investment in the Company, and the Consultant and such affiliate have a
substantial interest in the financial success of the Company; and
WHEREAS, the Company's prior President and CEO resigned his positions with
the Company effective July 6, 1999, the Principal has been named President and
CEO, and the Board has determined not to conduct a search for a new CEO at this
time; and
WHEREAS, the terms and conditions of this Agreement and the transactions
contemplated hereby have been approved by the disinterested directors of the
Company; and
WHEREAS, the Company desires to retain Consultant to provide consulting
services under the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and promises
contained in this Agreement, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:
<PAGE>
1. Engagement. Upon the terms and conditions contained in this Agreement,
the Company hereby retains Consultant, and Consultant hereby accepts the
engagement, and agrees to perform Consulting Services (as defined below) for the
Company.
2. Consulting Services. During the term of this Agreement, as defined in
paragraph 4 below (the "Term"), at the request of the Company, Consultant shall
perform the services described on Schedule 1 annexed hereto and shall give to
the Company the benefit of skill and advice of the Principal and other employees
and representatives of Consultant to perform the services described on Schedule
1 annexed hereto, and as to such other matters as the Board of Directors of the
Company ("Board") may from time to time reasonably request (the "Consulting
Services"). All services shall be provided at the request of the Company,
primarily through the Principal.
3. Compensation. the Consultant for any Consulting Services rendered under
this Agreement shall be paid in accordance with Schedule 2.
4. Term. The term of Consultant's engagement (the "Term") commenced as of
July 6, 1999 and shall continue until June ---- 30, 2002 unless sooner
terminated as provided in Section 8 below.
5. Independent Contractor; Duties.
(a) In the performance of the Consulting Services, Consultant shall be
deemed to be, and shall be, an independent contractor, and not a joint venturer,
partner, employee or agent with or of the Company. Without limiting the
generality of the foregoing, neither the Company nor Consultant shall have the
power to bind the other, contractually or otherwise; Consultant shall be
entitled only to the compensation and reimbursement set forth in paragraph 3 of
this Agreement and not to any other so-called "fringe benefits;" and Consultant
shall be solely responsible for all liabilities for any and all state and
federal taxes, withholding, FICA, FUTA, worker's compensation, or other payments
due in respect of the compensation paid to Consultant by the Company and paid by
Consultant to its employees. The Consultant shall file all tax returns and pay
all taxes required in such connection on or before the due date thereof.
(b) In connection with his services as President and CEO of the
Company, the Principal shall have such authority to act for and bind the Company
as shall be customarily within the scope of authority of the executives holding
such offices, subject to such limitations as may be imposed by the Board and
also subject to such additional power and authority as shall be authorized by
the Board. In discharging such positions, the Principal shall give due regard to
his duties and obligations as an officer and director of the Company.
(c) The Principal may be removed as President and CEO at any time by
the Board of Directors and, subject to the provisions of the Securities Purchase
Agreement dated as of December 22, 1998 by and between Andlinger Capital XIII
LLC and the Company, as a director by the shareholders of the Company, all as
provided in the Company's bylaws and the Delaware General Corporation Law, but
such removal shall not otherwise affect the duties and obligations of the
parties hereunder.
<PAGE>
(d) The Consultant may, with the approval of the Board of Directors,
engage third party professionals, consultants and other advisors to assist
Consultant in carrying out its duties or to provide services directly to the
Company, the costs of which shall be borne by the Company.
6. Assignment. This Agreement shall bind and inure to the benefit of only
Consultant, the Company and their respective successors and assigns.
Neither party may assign any of its rights or delegate any of its obligations
under this Agreement without the express written consent of the other party. Any
attempted assignment or delegation which does not comply with this paragraph
shall be void.
7. Confidential Information; Non-Competition.
(a) For purposes of this Agreement, "Confidential Information" means
all information, data and knowledge disclosed to the Consultant by the Company
concerning the organization, business, technology or finances of the Company or
of any third party that the Company is under an obligation to keep confidential,
including, but not limited to, trade secrets and other proprietary ideas or
confidential information respecting inventions (whether or not patentable),
patents, patent applications (under any divisions, continuations, in whole or in
part, patents issuing thereon and issues thereof), products, designs, sketches,
plans, calculations, prototypes, models, formulas, specifications, procedures,
discoveries, improvements, charts, diagrams, graphs, writings, methods,
know-how, techniques, systems, processes, hardware, software, firmware, code,
software programs, works of authorship, records, studies, trade practices,
customer lists, projects, plans and proposals, whether in written, electronic,
magnetic, optical or any other form.
"Affiliate" shall mean, with respect to an individual, the members of his or her
immediate family or any entity directly or indirectly controlled by such
individual; and with respect to an entity, any person or entity controlling,
controlled by or under common control with, such entity.
(b) From time to time the Company has disclosed to the Consultant, and
may continue to disclosure to Consultant, Confidential Information for the
purpose of obtaining management advisory and consulting services from the
Consultant. The Confidential Information includes, but is not limited to,
information relating to the Company's business strategy, financing sources and
structure, customer contacts and similar business information.
(c) All Confidential Information disclosed to the Consultant by the
Company shall remain the property of the Company.
(d) The Consultant shall use the Confidential Information only for the
purposes described in this Agreement and shall not use the Confidential
Information or assist others to use the Confidential Information for any other
purpose and shall not publish or otherwise disclose the Confidential Information
or any part thereof to any other person, firm or corporation; provided, however,
that the obligation not to disclose the Confidential Information
<PAGE>
shall not apply to any of the following: (i) information that is already known
to Consultant; (ii) information that Consultant receives from a third party
without restriction or without breach of this Agreement; (iii) information that
is approved for release by written authorization by the Company; or (iv)
information that is or becomes publicly known other than through a knowing or
wrongful act of the Consultant.
(e) Each of Consultant and Principal severally agree that, so long as
this Agreement is in effect and for a period of one (1) year after the
expiration hereof or its termination for any reason, Consultant and Principal
will not, directly or indirectly, except as a passive investor in publicly-held
companies, engage in competition with the Company or any of its subsidiaries, or
own or control any interest in, or act as a director, officer or employee of, or
consultant to, any firm, corporation or institution directly or indirectly
engaged in competition with the Company or any of its subsidiaries.
8. Termination; Survival.
(a) This Agreement may be terminated at the election of the Board of
Directors at any time upon written notice for "cause". As used here "cause"
means (i) the Consultant's continued failure to render services to the Company
as provided herein, which failure continues for more than thirty (30) days after
written notice; (ii) willful misconduct or gross negligence in the performance
of its services hereunder; (iii) breach of any material fiduciary duty to the
Company; or (iv) breach of any material item of this Agreement which remains
uncured for a period of thirty (30) days after written notice.
(b) Upon the death or disability of the Principal or his resignation,
removal or other termination as President and CEO of the Company, this Agreement
may be terminated by the Company at any time upon no less than ninety (90) days
written notice.
(c) This Agreement may be terminated at the election of Consultant at
any time upon no less than ninety (90) days written notice.
(d) No termination of this Agreement by either party, regardless of the
circumstances or reasons, shall terminate, amend or in any way affect the
validity of the provisions of Section 7 hereof or any other agreement executed
by consultant relating to Confidential Information of the Company.
9. Indemnification.
(a) In the event that the Consultant 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, based on acts or
omissions under or relating to this Agreement, the Company shall indemnify the
Consultant against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by the Consultant in
connection with such action, suit or proceeding if the Consultant acted in good
faith and in a manner the Consultant reasonably believed to be in, or not
opposed to, the best interests of the Company, and, with respect to any criminal
action or proceeding, had no
<PAGE>
reasonable cause to believe the Consultant's conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the Consultant did not act in good faith and
in a manner which the Consultant reasonably believed to be in or not opposed to
the best interests of the Company, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that the Consultant's conduct was
unlawful.
(b) To the extent that the Consultant has been successful on the merits
or otherwise in defense of any action, suit or proceeding referred to in
subsection (a) of this section, or in defense of any claim, issue or matter
therein, the Consultant shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred in connection therewith.
(c) Expenses (including attorneys' fees) incurred by the Consultant in
defending any civil, criminal, administrative or investigative action, suit or
proceeding may be paid by the Company in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by or on behalf
of the Consultant to repay such amount if it shall ultimately be determined that
the Consultant is not entitled to be indemnified by the Company as authorized in
this section. Such expenses (including attorneys' fees) incurred by the
Consultant may be so paid upon such terms and conditions, if any, as the Company
reasonably deems appropriate consistent with this Agreement.
(d) The indemnification and advancement of expenses provided by, or
granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to the Consultant notwithstanding the
termination of this Agreement and shall inure to the benefit of the successors
of the Consultant.
10. No Conflicts. Consultant represents and warrants to the Company that
performance of Consultant's obligations under this Agreement does not and will
not violate any written or oral contract, agreement, or court order by which
Consultant is bound and Consultant covenants not to create such a violation
during the Term of this Agreement including, without limitation, such violation
created by using any information belonging to any third party, that would be
characterized as Confidential Information if such information belonged to the
Company.
11. Severability. Should any provision of this Agreement be held by a court
of competent jurisdiction to be unenforceable, or enforceable only if modified,
such holding shall not affect the validity of the remainder of this Agreement,
which shall continue to be binding upon the parties hereto. The parties further
agree that any such court is expressly authorized to modify any such
unenforceable provision of this Agreement in lieu of severing the unenforceable
provisions from this Agreement in its entirety, whether by rewriting the
offending provision, adding additional language to this Agreement or making such
other modifications as the court deems warranted to carry out the agreement of
the parties. The parties expressly agree that this Agreement as so modified by
the court shall be binding upon and enforceable against each of them.
<PAGE>
12. Standards of Conduct. Consultant agrees to adhere at all times to
Company policies and to conduct its services in compliance with applicable laws,
rules and regulations and use all reasonable efforts to maintain the highest
standards of business ethics.
13. Exclusivity. Consultant shall not, during the Term of this Agreement,
perform services related to the same subject matter as those performed under
this Agreement for any other individual, firm, association or organization which
directly or indirectly competes with the Company without prior written
notification to and consent by the Company. In those cases where a potential
conflict appears to exist, a mutually agreeable resolution shall be made before
such conflicting services are furnished or performed.
14. General Provisions.
(a) Waiver of any provision of this Agreement, in whole or in part, in
any one instance shall not constitute a waiver of any other provision in the
same instance, nor any waiver of the same provision in another instance, but
each provision shall continue in full force and effect with respect to any other
then-existing or subsequent breach.
(b) Any notice required or permitted hereunder shall be in writing and
shall be sufficiently given if personally delivered, delivered by facsimile
telephone transmission, delivered by express delivery service (such as Federal
Express), or mailed first class U.S. mail, postage prepaid, addressed as
follows:
If to the Company:
Galileo Corporation
Sturbridge Business Park
PO Box 550
Sturbridge, MA 01566
Attn: Thomas J. Mathews
Fax No.: 1-508-347-2270
with a copy to:
Edwards & Angell
250 Royal Palm Way
Palm Beach, FL 33480
Attention: Jonathan E. Cole
Fax No.: 561-655-8719
<PAGE>
If to Consultant:
ANC Management Corp.
303 South Broadway
Tarrytown, NY 10591
Attn: Gerhard R. Andlinger
Fax No.: 1-914-332-4977
with a copy to:
Stephen A. Magida
105 Harbor Drive, Suite 125
Stamford, CT 06902
Fax No.: 1-203-348-6790
(or to such other address as any party shall specify by written notice so
given), and shall be deemed to have been delivered as of the date so delivered
or three (3) days after mailing for domestic mail and seven (7) days for
international mail.
(c) This Agreement: (i) may be executed in any number of counterparts,
each of which, when executed by both parties to this Agreement shall be deemed
to be an original, and all of which counterparts together shall constitute one
and the same instrument; (ii) shall be governed by and construed under the laws
of Massachusetts applicable to contracts made, accepted, and performed wholly
within Massachusetts, without application of principles of conflicts of law;
(iii) may be amended, modified, or terminated, and any right under this
Agreement may be waived in whole or in part, only by a writing signed by both
parties; (iv) contains headings only for convenience, which headings do not form
part, and shall not be used in construction, of this Agreement; (v) shall bind
and inure to the benefit of the parties and their respective legal
representatives, successors and permitted assigns; and (vi) is not intended to
inure to the benefit of any third-party beneficiaries.
(d) This Agreement, together with Schedules 1 and 2 constitute the
entire agreement of the parties with respect to its subject matter, superseding
all prior oral and written communications, proposals, negotiations,
representations, understandings, courses of dealing, agreements, contracts, and
the like between the parties in such respect;
(e) The obligations imposed by this Agreement are unique. Breach of any
of such obligations would injure the parties to this Agreement; such injury is
likely to be difficult to measure; and monetary damages, even if ascertainable,
are likely to be inadequate compensation for such injury. Therefore, the parties
to this Agreement acknowledge and agree that protection of the respective
interests in this Agreement would require equitable relief, including specific
performance and injunctive relief, in addition to any other remedy or remedies
that the parties may have at law or under this Agreement, including, without
limitation, entitlement to reimbursement by the breaching party or parties of
the legal fees and expenses of the injured party or parties prevailing in any
such suit.
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.
COMPANY:
GALILEO CORPORATION
By: /s/ Thomas J. Mathews
-------------------------------------
Thomas J. Mathews,
Vice President and CFO
CONSULTANT:
ANC MANAGEMENT CORP.
By: /s/ Gerhard R. Andlinger
-------------------------------------
Gerhard R. Andlinger, Chairman
The undersigned Gerhard R. Andlinger, in his individual capacity, agrees to the
provisions of Section 7 hereof.
Dated as of August 31, 1999 /s/ Gerhard R. Andlinger
-------------------------------------
Gerhard R. Andlinger
<PAGE>
SCHEDULE 1
Scope of Services
1. Management Services.
a. Consultation and advice with respect to the overall management and
operation of the Company and its business, including advisory services with
respect to production, marketing and sales, finance, administration and
personnel matters.
b. Provision of the Principal as President and CEO of the Company, to
perform the duties customarily performed by such officer in similar companies.
2. Strategic Services.
a. Consultation and advice with respect to the development,
implementation and monitoring of a strategic plan for the Company and
participation in the deliberations of the Board relating to the strategic plan.
b. Consultation and advice with respect to strategic transactions and
analysis with respect there.
[Note: Financial advisory, structuring, analytical and negotiating services and
related fees (if any) with respect to specific strategic transactions will be
separately negotiated and agreed to outside of this Agreement.]
<PAGE>
SCHEDULE 2
Compensation/Expenses
Compensation:
A. Consultant shall be entitled to cash compensation at the rate of $250,000
per annum, payable in equal monthly installments on the last day of each
month.
B. In addition, Consultant shall receive non-qualified options pursuant to the
Company's 1991 Stock Option Plan to purchase 100,000 shares of the Company's
Common Stock, $.01 par value per share, at an exercise price of $11.4375 per
share, exercisable at any time until June 30, 2009. Such options shall be
governed by a mutually agreeable Non-Qualified Stock Option Agreement.
Expenses:
The Company shall reimburse the Consultant, from time to time upon request
accompanied by appropriate documentation, all out-of-pocket expenses (including
an automobile allowance at the IRS rate then in effect) reasonably incurred by
Consultant in providing consulting services.
EXHIBIT VIII
OPEN MARKET PURCHASES OF GERHARD R. ANDLINGER
- --------------------------------------------------------------------------------
Date of Purchase Shares of Common Stock Purchased Price Per Share
- --------------------------------------------------------------------------------
2/2/99 6,000 shares $5.500
- --------------------------------------------------------------------------------
2/3/99 19,000 shares $5.595
- --------------------------------------------------------------------------------
2/3/99 1,000 shares $5.625
- --------------------------------------------------------------------------------
2/4/99 14,600 shares $5.717
- --------------------------------------------------------------------------------
2/5/99 9,400 shares $5.750
- --------------------------------------------------------------------------------
2/22/99 1,100 shares $5.250
- --------------------------------------------------------------------------------
2/23/99 9,500 shares $5.230
- --------------------------------------------------------------------------------
2/24/99 9,400 shares $5.250
- --------------------------------------------------------------------------------
2/26/99 11,000 shares $5.125
- --------------------------------------------------------------------------------
3/2/99 1,300 shares $5.125
- --------------------------------------------------------------------------------
3/3/99 2,000 shares $5.125
- --------------------------------------------------------------------------------
3/9/99 15,700 shares $5.125
- --------------------------------------------------------------------------------
3/18/99 4,000 shares $4.000
- --------------------------------------------------------------------------------
7/27/99 1,000 shares $13.500
- --------------------------------------------------------------------------------
7/27/99 4,000 shares $13.500
- -------------------------------------------------------------------------------
7/28/99 1,000 shares $13.750
- --------------------------------------------------------------------------------
7/28/99 3,000 shares $13.750
- --------------------------------------------------------------------------------
7/28/99 1,000 shares $13.750
- --------------------------------------------------------------------------------
7/28/99 5,000 shares $13.500
- --------------------------------------------------------------------------------
7/28/99 1,300 shares $13.500
- --------------------------------------------------------------------------------
7/28/99 3,700 shares $13.500
- -------------------------------------------------------------------------------
7/28/99 1,000 shares $13.750
- -------------------------------------------------------------------------------
7/28/99 1,300 shares $13.750
- -------------------------------------------------------------------------------
7/28/99 200 shares $13.750
- -------------------------------------------------------------------------------
7/29/99 5,000 shares $13.125
- -------------------------------------------------------------------------------
7/29/99 1,000 shares $13.125
- -------------------------------------------------------------------------------
7/30/99 1,000 shares $13.500
<PAGE>
- --------------------------------------------------------------------------------
Date of Purchase Shares of Common Stock Purchased Price Per Share
- --------------------------------------------------------------------------------
8/2/99 2,000 shares $13.500
- -------------------------------------------------------------------------------
8/2/99 1,000 shares $12.750
- -------------------------------------------------------------------------------
8/2/99 1,000 shares $13.375
- -------------------------------------------------------------------------------
8/2/99 1,000 shares $13.375
- -------------------------------------------------------------------------------
8/2/99 300 shares $13.125
- -------------------------------------------------------------------------------
8/3/99 2,000 shares $11.625
- -------------------------------------------------------------------------------
8/3/99 1,000 shares $12.000
- -------------------------------------------------------------------------------
8/3/99 1,000 shares $11.875
- -------------------------------------------------------------------------------
8/3/99 1,000 shares $11.750
- -------------------------------------------------------------------------------
8/3/99 1,000 shares $11.750
- -------------------------------------------------------------------------------
8/3/99 1,000 shares $11.375
- -------------------------------------------------------------------------------
8/3/99 800 shares $11.875
- -------------------------------------------------------------------------------
8/3/99 800 shares $11.375
- -------------------------------------------------------------------------------
8/3/99 700 shares $11.875
- -------------------------------------------------------------------------------
8/3/99 300 shares $11.875
- -------------------------------------------------------------------------------
8/3/99 200 shares $11.875
- -------------------------------------------------------------------------------
8/3/99 200 shares $11.375
- -------------------------------------------------------------------------------
8/4/99 1,000 shares $11.500
- -------------------------------------------------------------------------------
8/4/99 1,000 shares $11.500
- -------------------------------------------------------------------------------
8/4/99 1,000 shares $11.437
- -------------------------------------------------------------------------------
8/4/99 1,000 shares $11.437
- -------------------------------------------------------------------------------
8/4/99 1,000 shares $11.437
- -------------------------------------------------------------------------------
8/4/99 1,000 shares $ 11.500
- -------------------------------------------------------------------------------
8/4/99 1,000 shares $ 11.500
- -------------------------------------------------------------------------------
8/4/99 800 shares $11.500
- -------------------------------------------------------------------------------
8/4/99 600 shares $11.500
- -------------------------------------------------------------------------------
8/4/99 500 shares $11.500
- -------------------------------------------------------------------------------
8/4/99 500 shares $11.500
- -------------------------------------------------------------------------------
8/4/99 400 shares $11.375
- -------------------------------------------------------------------------------
8/4/99 300 shares $11.500
- -------------------------------------------------------------------------------
8/4/99 200 shares $11.500
- -------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
Date of Purchase Shares of Common Stock Purchased Price Per Share
- --------------------------------------------------------------------------------
8/4/99 140 shares $11.375
- -------------------------------------------------------------------------------
8/4/99 125 shares $11.375
- -------------------------------------------------------------------------------
8/4/99 100 shares $11.500
- -------------------------------------------------------------------------------
8/5/99 1,000 shares $11.125
- -------------------------------------------------------------------------------
8/5/99 900 shares $11.125
- -------------------------------------------------------------------------------
8/5/99 100 shares $11.125
- -------------------------------------------------------------------------------
8/6/99 1,000 shares $10.875
- -------------------------------------------------------------------------------
8/6/99 1,000 shares $10.875
- -------------------------------------------------------------------------------
8/6/99 100 shares $10.875
- -------------------------------------------------------------------------------
8/6/99 900 shares $10.875
- -------------------------------------------------------------------------------
8/6/99 1,000 shares $10.750
- -------------------------------------------------------------------------------
8/6/99 1,000 shares $10.750
- -------------------------------------------------------------------------------
8/6/99 700 shares $10.687
- -------------------------------------------------------------------------------
8/6/99 300 shares $10.750
- -------------------------------------------------------------------------------
8/6/99 1,000 shares $10.625
- -------------------------------------------------------------------------------
8/6/99 1,000 shares $10.875
- -------------------------------------------------------------------------------
8/11/99 1,000 shares $11.625
- -------------------------------------------------------------------------------
8/11/99 1,000 shares $11.625
- -------------------------------------------------------------------------------
EXHIBIT IX
OPEN MARKET PURCHASES OF CERTAIN TRUSTS
- --------------------------------------------------------------------------------
Date of Purcha Shares of Common Stock Purchased Price Per Share
- --------------------------------------------------------------------------------
12/30/98 1,500 shares $3.875
- --------------------------------------------------------------------------------
12/30/98 3,000 shares $3.750
- --------------------------------------------------------------------------------
12/31/98 7,500 shares $3.875
- --------------------------------------------------------------------------------
7/27/99 5,000 shares $13.50
- --------------------------------------------------------------------------------
EXHIBIT X
JOINT FILING AGREEMENT
The undersigned agree, in accordance with Rule 13d-1(f) under the
Securities and Exchange Act of 1934, as amended, to jointly file with the
Securities and Exchange Commission Amendment No. 1 to the Schedule 13D filed on
December 31, 1998 on behalf of the undersigned, and any subsequent amendments
thereto.
Dated: October 06, 1999
ANDLINGER CAPITAL XIII LLC
By:/s/ Stephen A. Magida
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Name: Stephen A. Magida
Title: Manager
/s/ Gerhard R. Andlinger
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Gerhard R. Andlinger
/s/ Stephen A. Magida
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Stephen A. Magida
/s/ Charles E. Ball
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Charles E. Ball
/s/ John P. Kehoe
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John P. Kehoe
