-----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, G2iU89h8fkwSbvciaEM/Qyz6JJvfrDwL85+af2bsnDCqkuV7NWvWlbEiAcLfuwdp 9tA5ShtUNwED/GDiaF+OEA== 0000950135-96-001495.txt : 19960327 0000950135-96-001495.hdr.sgml : 19960327 ACCESSION NUMBER: 0000950135-96-001495 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960326 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: GALILEO ELECTRO OPTICS 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: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-11309 FILM NUMBER: 96538694 BUSINESS ADDRESS: STREET 1: GALILEO PARK STREET 2: PO BOX 550 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 11-K 1 GALILEO ELECTRO OPTICS CORPORATION 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K (Mark One) [X] Annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934 (Fee Required) For the fiscal year ended DECEMBER 31, 1995. OR [ ] Transition report pursuant to Section 15(d) of the Securities Exchange Act of 1934 (No Fee Required) For the transition period from _____ to ______ Commission file number 0-11309. A. Full title of the plan and the address of the plan, if different from that of the issuer named below: GALILEO ELECTRO-OPTICS CORPORATION EMPLOYEE STOCK PURCHASE PLAN B. Name of the issuer of the securities held pursuant to the plan and the address of its principal executive office: GALILEO ELECTRO-OPTICS CORPORATION GALILEO PARK, P.O. BOX 550 STURBRIDGE, MASSACHUSETTS 01566 Financial Statements of the Plan - -------------------------------- Report of Independent Auditors. 1. Statements of Financial Condition. 2. Statements of Changes in Plan Equity. 3. Notes to Financial Statements. Exhibit - ------- Consent of Ernst & Young to the incorporation by reference in the Registration Statement (Form S-8, No. 33-7702) pertaining to the plan of their report dated March 1, 1996 with respect to the plan financial statements for the year ending December 31, 1995. 2 SIGNATURE THE PLAN. Pursuant to the requirements of the Securities Exchange Act of 1934, the Trustee has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. GALILEO ELECTRO-OPTICS CORPORATION EMPLOYEE STOCK PURCHASE PLAN /s/ Josef W. Rokus ----------------------------------- Josef W. Rokus Vice President, Finance & Chief Financial Officer Date: March 27, 1996 3 FINANCIAL STATEMENTS GALILEO ELECTRO-OPTICS CORPORATION EMPLOYEE STOCK PURCHASE PLAN YEARS ENDED DECEMBER 31, 1995 AND 1994 4 Galileo Electro-Optics Corporation Employee Stock Purchase Plan Financial Statements Years ended December 31, 1995 and 1994 CONTENTS Report of Independent Auditors ............................1 Audited Financial Statements Statements of Financial Condition .........................2 Statements of Changes in Plan Equity ......................3 Notes to Financial Statements .............................4
5 Report of Independent Auditors The Employee Stock Purchase Plan Committee Galileo Electro-Optics Corporation Employee Stock Purchase Plan We have audited the accompanying statements of financial condition of the Galileo Electro-Optics Corporation Employee Stock Purchase Plan as of December 31, 1995 and 1994, and the related statements of changes in plan equity for each of the three years in the period ended December 31, 1995. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Galileo Electro-Optics Corporation Employee Stock Purchase Plan at December 31, 1995 and 1994, and the changes in its plan equity for each of the three years in the period ended December 31, 1995, in conformity with generally accepted accounting principles. ERNST & YOUNG LLP Providence, Rhode Island March 1, 1996 1 6 Galileo Electro-Optics Corporation Employee Stock Purchase Plan Statements of Financial Condition
DECEMBER 31 1995 1994 ------------------- ASSETS Investment in common stock at market (cost of $191,196 and $190,607 at 1995 and 1994, respectively) (Note 4) $279,139 $103,067 Cash and cash equivalents 1,201 1,481 -------- -------- Total assets $280,340 $104,548 ======== ======== LIABILITIES AND PLAN EQUITY Accounts payable $ 5,204 $ 10,785 Amounts due to the Company 21,750 5,983 Plan equity: Vested 227,680 80,827 Nonvested 25,706 6,953 -------- -------- Total plan equity 253,386 87,780 -------- -------- Total liabilities and plan equity $280,340 $104,548 ======== ========
See accompanying notes. 2 7 Galileo Electro-Optics Corporation Employee Stock Purchase Plan Statements of Changes in Plan Equity
YEAR ENDED DECEMBER 31 1995 1994 1993 ------------------------------- Interest income $ 24 $ 27 $ 35 Net appreciation (depreciation) in fair 175,483 28,388 (136,011) value of investments (Note 4) Realized gain (loss) on shares sold (Note 5) 149 (13,337) (8,514) Contributions: Employee 15,739 17,994 29,320 Employer 6,540 7,627 12,484 Forfeitures (15,767) (3,382) (2,225) -------- -------- --------- Net contributions 6,512 22,239 39,579 Withdrawals (16,562) (60,446) (36,485) -------- -------- --------- Increase (decrease) in plan equity 165,606 (23,129) (141,396) Plan equity at beginning of year 87,780 110,909 252,305 -------- -------- --------- Plan equity at end of year $253,386 $ 87,780 $ 110,909 ======== ======== =========
3 See accompanying notes. 8 Galileo Electro-Optics Corporation Employee Stock Purchase Plan Notes To Financial Statements December 31, 1995 and 1994 1. DESCRIPTION OF PLAN Galileo Electro-Optics Corporation (the Company) adopted an Employee Stock Purchase Plan (the Plan) on June 18, 1986, pursuant to which employees may purchase shares of the Company's common stock through payroll deductions and receive partially matching contributions from the Company to purchase additional common stock. In addition to payroll deductions, employees are allowed to make direct contributions to the Plan. Any full-time employee of the Company is eligible to participate in the Plan if he or she is at least eighteen years of age and has been employed by the Company for twelve consecutive months. In addition, any part-time employee who meets the same age requirements and has been in the Company's employ for twenty-four consecutive months is eligible. Participation in the Plan is strictly voluntary. The Plan is administered by a committee appointed by the Board of Directors of the Company. 2. SIGNIFICANT ACCOUNTING POLICIES INVESTMENTS Investments in common stock of the Company are purchased in the open market. Shares are carried at market value based upon the latest reported sales price. Monthly stock purchases are recorded at the average of the market values during the month. Realized gains and losses are determined on an average cost basis. ADMINISTRATIVE EXPENSES All expenses of the Plan are paid by the Company. CONTRIBUTIONS In any given year, the maximum amount of contributions that a participant may make is $1,000. Matching employer contributions are made on a sliding scale as follows: 50% First $250 40% Second $250 30% Last $500
4 9 Galileo Electro-Optics Corporation Employee Stock Purchase Plan Notes To Financial Statements (Continued) 2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) INCOME TAX STATUS The Plan is a nonqualified profit-sharing plan under the Internal Revenue Code of 1986 (the Code). Company contributions are tax deductible expenses for the Company at the time the participant's interest in the contributions vest. Company contributions will result in taxable ordinary income to participants when their interests in such contributions are vested. Hence, the Plan itself is not subject to income taxes. The Plan is not subject to the provisions of the Employee Retirement Income Security Act of 1974, which relates to the protection of employee benefit rights, because it is not a plan of deferred compensation and is not subject to Section 401(a) of the Code. RECLASSIFICATIONS Certain reclassifications have been made to the amounts in the 1994 and 1993 financial statements to conform to the 1995 presentation. 3. VESTING AND BENEFITS Common stock purchased with a participant's contributions becomes vested in the participant's account immediately. Common stock purchased with Company contributions becomes vested in the participant's account on January 1 of the second plan year following the plan year during which such contributions are made. Additional shares resulting from a stock split or stock dividend vest immediately. A participant's account derived from Company contributions will also vest upon his or her sixty-fifth birthday, upon early retirement with twenty years of service, disability or death, or upon termination of the Plan. If a participant makes withdrawals, the unvested portion of his or her account will be forfeited proportionately to the amount of vested shares withdrawn. Forfeitures can be used by the Company to offset future Company contributions. Upon retirement at age sixty-five, the participant shall be entitled to receive the entire number of shares of common stock held in his or her account and cash equal to the value of any fractional share, including any portion which would not otherwise be vested at that time. At December 31, 1995 and 1994, there were 81 and 89 Plan participants, respectively. 5 10 Galileo Electro-Optics Corporation Employee Stock Purchase Plan Notes To Financial Statements (Continued) 4. NET APPRECIATION (DEPRECIATION) IN FAIR VALUE OF INVESTMENTS Investments consisted of 26,905 shares, 26,598 shares, and 28,714 shares of the Company's $.01 par value common stock at December 31, 1995, 1994 and 1993, respectively. The cost of such shares amounted to $191,196, $190,607, and $227,195, at December 31, 1995, 1994 and 1993, respectively. Net unrealized appreciation (depreciation) of investments is as follows: Balance at December 31, 1992 $ 20,083 Change for the year (136,011) --------- Balance at December 31, 1993 (115,928) Change for the year 28,388 --------- Balance at December 31, 1994 (87,540) Change for the year 175,483 --------- Balance at December 31, 1995 $ 87,943 =========
5. REALIZED GAINS AND LOSSES The realized gain (loss) on shares sold was determined as follows:
AVERAGE REALIZED COST PROCEEDS GAIN (LOSS) ----------------------------------- Year ended December 31, 1993 $24,789 $16,275 $ (8,514) Year ended December 31, 1994 $27,266 $13,929 $(13,337) Year ended December 31, 1995 $ 5,957 $ 6,106 $ 149
6 11 Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 33-7702) pertaining to the Employee Stock Purchase Plan of Galileo Electro-Optics Corporation of our report dated March 1, 1996, with respect to the financial statements of the Galileo Electro-Optics Corporation Employee Stock Purchase Plan included in this Annual Report (Form 11-K) for the year ended December 31, 1995. ERNST & YOUNG LLP Providence, Rhode Island March 21, 1996 -----END PRIVACY-ENHANCED MESSAGE-----