-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FXNSLEWzjkR5xMzWPW3u6rdJa+xZnLIMFXwuKXYj5S2q7oEUNg+EJWx0DiHOjLi/ wdx1bw7SjyrFv1ZzIK90Qw== 0000950135-98-001692.txt : 19980323 0000950135-98-001692.hdr.sgml : 19980323 ACCESSION NUMBER: 0000950135-98-001692 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980320 EFFECTIVENESS DATE: 19980320 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: GALILEO CORP CENTRAL INDEX KEY: 0000711425 STANDARD INDUSTRIAL CLASSIFICATION: OPTICAL INSTRUMENTS & LENSES [3827] IRS NUMBER: 042526583 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-48375 FILM NUMBER: 98570201 BUSINESS ADDRESS: STREET 1: PO BOX 550 STREET 2: GALILEO PARK CITY: STURBRIDGE STATE: MA ZIP: 01566 BUSINESS PHONE: 5083479191 MAIL ADDRESS: STREET 1: GALILEO PARK STREET 2: PO BOX 550 CITY: STURBRIDGE STATE: MA ZIP: 01566 FORMER COMPANY: FORMER CONFORMED NAME: GALILEO ELECTRO OPTICS CORP DATE OF NAME CHANGE: 19920703 S-8 1 GALILEO CORPORATION 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------- GALILEO CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 04-2526583 (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation) GALILEO PARK, P. O. BOX 550, STURBRIDGE, MASSACHUSETTS 01566 (Address of Principal Executive Offices) (Zip Code) ---------------- 1991 STOCK OPTION PLAN (Full Title of the Plan) JOSEF W. ROKUS VICE PRESIDENT, CORPORATE DEVELOPMENT GALILEO CORPORATION P. O. BOX 550, GALILEO PARK STURBRIDGE, MASSACHUSETTS 01566 (Name and Address of Agent For Service) (508) 347-9191 (Telephone Number, Including Area Code of Agent For Service) ---------------
CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------------------------- Title of Securities Amount To Be Proposed Proposed Maximum Amount Of To Be Registered Registered Maximum Offering Aggregate Offering Registration Fee Price per Share (1) Price (1) - ------------------------------------------------------------------------------------------------- Common Stock, $0.01 par value 200,000 $10.875 $2,175,000 $642 - -------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of determining the registration fee and computed pursuant to Rule 457(h) based upon the average of the high and low sale prices on March 13, 1998 as reported by the Nasdaq National Market. (2) This Registration Statement registers 200,000 shares of Common Stock under the 1991 Stock Option Plan. An aggregate of 550,000 shares of Common Stock has previously been registered under such plan (SEC File Nos. 33-47589 and 333-23347). - -------------------------------------------------------------------------------- Page 1 of 7 2 PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The information required by Part I is included in the documents sent or given to participants in the 1991 Stock Option Plan of Galileo Corporation (the "Registrant") pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT STATEMENT REGARDING INCORPORATION BY REFERENCE FROM EFFECTIVE REGISTRATION STATEMENT This Registration Statement covers additional securities of the same class as the securities of the Registrant registered on Form S-8 (File No. 33-47589 and File No. 333-23347) filed with the Securities and Exchange Commission on May 1, 1992 and March 14, 1997, respectively, the contents of which are hereby incorporated by reference, relating to the Registrant's 1991 Stock Option Plan. ITEM 8. EXHIBITS. See Exhibits Index at page 5. Page 2 of 7 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Sturbridge, Commonwealth of Massachusetts, on this 20th day of March, 1998. GALILEO CORPORATION By: /s/ Gregory Riedel ----------------------------------- Gregory Riedel Vice President, Finance POWER OF ATTORNEY We, the undersigned officers and directors of Galileo Corporation hereby severally constitute and appoint William T. Hanley and Gregory Riedel, and each of them singly, our true and lawful attorneys-in-fact, with full power to them in any and all capacities, to sign any and all amendments to this Registration Statement on Form S-8 including any post-effective amendments thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated: SIGNATURE TITLE DATE --------- ----- ---- /s/ William T. Hanley President, Chief Executive Officer March 20, 1998 - ------------------------- and Director (Principal Executive William T. Hanley Officer) /s/ Gregory Riedel Vice President, Finance March 20, 1998 - ------------------------- (Principal Financial and Gregory Riedel Accounting Officer) /s/ William T. Burgin Director March 20, 1998 - ------------------------- William T. Burgin /s/ Allen E. Busching Director March 20, 1998 - ------------------------- Allen E. Busching /s/ Kenneth W. Draeger Director March 20, 1998 - ------------------------- Kenneth W. Draeger /s/ Robert D. Happ Director March 20, 1998 - ------------------------- Robert D. Happ /s/ Mark C. Rogers Director March 20, 1998 - ------------------------- Mark C. Rogers Page 3 of 7 4 EXHIBITS INDEX EXHIBIT NUMBER DESCRIPTION - -------------- ----------- 4.1 Restated Certificate of Incorporation of the Registrant and amendments thereto. Filed as Exhibit 4.1 to the Registrant's Registration Statement on Form S-2 (File No. 33-13752) are incorporated herein by reference. 4.2 Amended and Restated Bylaws of the Registrant. Filed as Exhibit 4.2 to the Registrant's Registration Statement on Form S-2 (File No. 33-13752) and incorporated herein by reference. 4.3 Specimen certificate of the Registrant's Common Stock. Filed as Exhibit 4.1 to the Registrant's Registration Statement on Form S-2 (File No. 33-13752) and incorporated herein by reference. 5.1 Opinion of Palmer & Dodge LLP as to the legality of the securities registered hereunder. Filed herewith. 23.1 Consent of Ernst & Young LLP, independent auditors. Filed herewith. 23.2 Consent of Palmer & Dodge LLP (contained in Exhibit 5.1). Filed herewith. 24.1 Power of Attorney (set forth on the signature page to this Registration Statement). Page 4 of 7 EX-5.1 2 OPINION OF PALMER & DODGE LLP 1 EXHIBIT 5.1 ----------- PALMER & DODGE LLP ONE BEACON STREET BOSTON, MASSACHUSETTS 02108-3190 March 20, 1998 Galileo Corporation P. O. Box 550, Galileo Park Sturbridge, Massachusetts 01566 Re: 1991 Stock Option Plan Ladies and Gentlemen: We are rendering this opinion in connection with the Registration Statement on Form S-8 (the "Registration Statement") filed by Galileo Corporation (the "Company") with the Securities and Exchange Commission under the Securities Act of 1933, as amended, on or about the date hereof. The Registration Statement relates to 200,000 shares (the "Shares") of the Company's Common Stock, $0.01 par value, offered pursuant to the provisions of the Company's 1991 Stock Option Plan (the "Plan"). We have acted as your counsel in connection with the preparation of the Registration Statement and are familiar with the proceedings taken by the Company in connection with the authorization of the issuance and sale of the Shares. We have examined all such documents as we consider necessary to enable us to render this opinion. Based on the foregoing, we are of the opinion that when issued in accordance with the terms of the Plan and the options or other rights granted thereunder, the Shares will be duly authorized, validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as part of the Registration Statement. Very truly yours. /s/ Palmer & Dodge LLP ----------------------------------- Palmer & Dodge LLP Page 5 of 7 EX-23.1 3 CONSENT OF ERNST & YOUNG LLP 1 EXHIBIT 23.1 ------------ Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8, No. 333-00000) pertaining to the 1991 Stock Option Plan of Galileo Corporation of our report dated October 28, 1997, with respect to the consolidated financial statements and schedule of Galileo Corporation for the year ended September 30, 1997, included in its Annual Report (Form 10-K) filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP ---------------------------------- Ernst & Young LLP Providence, Rhode Island March 18, 1998 Page 6 of 7 -----END PRIVACY-ENHANCED MESSAGE-----