-----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, L/cGybsgvytFxbSwd6PFXIzBbutH9uD4EtRUmAvGZFyUEIux+OLAlSuURZEfx3iR wMXUf44pFrps3zIOLfkGyw== 0000950135-99-000465.txt : 19990208 0000950135-99-000465.hdr.sgml : 19990208 ACCESSION NUMBER: 0000950135-99-000465 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990126 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990205 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: 8-K SEC ACT: SEC FILE NUMBER: 000-11309 FILM NUMBER: 99522320 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 8-K 1 GALILEO CORPORATION 1 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 ---------------- GALILEO CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 04-2526583 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 0-11309 (Commission File Number) GALILEO PARK, P.O. BOX 550, STURBRIDGE, MASSACHUSETTS 01566 (Address of principal executive offices) (Zip Code) Registrant's telephone number including area code (508) 347-9191 - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) 2 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. 3 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). 4 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 ------------------------------- Josef W. Rokus Vice President and Secretary 5 EXHIBIT INDEX EXHIBIT NO. ----------- 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). EX-99.1 2 PRESS RELEASE DATED 26-JAN-1999 1 EXHIBIT 99.1 ------------ Contact: Josef W. Rokus - Vice President - 508-347-4347 GALILEO CORPORATION ANNOUNCES COMPLETION OF PRIVATE EQUITY FINANCING AND CHANGES IN ITS BOARD OF DIRECTORS -------------------------------------------------------------- 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. ##### -----END PRIVACY-ENHANCED MESSAGE-----