-----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, PxBlH87hfeZbFYVX4w3mzxzA32emTGmMvKQEyl6VemLGM3yHyGaC5Oqka3w29TI6 3dTS81LObctGS8gg3SqR6w== 0000950135-98-002183.txt : 19980403 0000950135-98-002183.hdr.sgml : 19980403 ACCESSION NUMBER: 0000950135-98-002183 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19980130 ITEM INFORMATION: FILED AS OF DATE: 19980402 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: 8-K/A SEC ACT: SEC FILE NUMBER: 000-11309 FILM NUMBER: 98586219 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/A 1 GALILEO CORPORATION 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8 - K/A 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 30, 1998 ---------------- 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) The undersigned registrant hereby amends the Form 8-K filed on February 13, 1998, by adding to the previously filed document the information as set forth in the pages attached hereto. 1 2 Item 7. FINANCIAL STATEMENTS AND EXHIBITS b) Pro Forma Financial Information The pro forma financial information reflecting consummation of the acquisition is filed as Exhibit 99.4 hereto. c) Exhibits 2.1 Agreement and Plan of Merger dated as of December 30, 1997, among Galileo Corporation, OFC Acquisition Corporation, OFC Corporation and the Principal Stockholders of OFC Corporation (filed as Exhibit 2.1 to the Registrant's Form 8-K filed on January 7, 1998 and incorporated herein by reference). 23.1 Consent of Alexander, Aronson, Finning & Co., P.C., independent auditors. 99.1 Financial Statements of OFC Corporation for fiscal year ended December 31, 1997 (filed as Exhibit 99.1 to the Registrant's Form 8-K filed on February 13, 1998 and incorporated herein by reference). 99.2 Press Release dated January 5, 1998 (filed as Exhibit 99.2 to the Registrant's Form 8-K filed on January 7, 1998 and incorporated herein by reference). 99.3 Press Release dated February 2, 1998 (filed as Exhibit 99.3 to the Registrant's Form 8-K filed on February 13, 1998 and incorporated herein by reference). 99.4 Pro forma financial information reflecting consummation of the acquisition of OFC Corporation by the Registrant. 2 3 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: April 2, 1998 By: /s/ Josef W. Rokus ------------------------------------- Josef W. Rokus Vice President, Corporate Development and Secretary 3 4 EXHIBIT INDEX Exhibit No. Page No. ----------- -------- 2.1 Agreement and Plan of Merger dated as of December 30, 1997, among Galileo Corporation, OFC Acquisition Corporation, OFC Corporation and the Principal Stockholders of OFC Corporation (filed as Exhibit 2.1 to the Registrant's Form 8-K filed on January 7, 1998 and incorporated herein by reference). 23.1 Consent of Alexander, Aronson, Finning & Co., P.C., independent auditors. 5 99.1 Financial Statements of OFC Corporation for fiscal year ended December 31, 1997 (filed as Exhibit 99.1 to the Registrant's Form 8-K filed on February 13, 1998 and incorporated herein by reference). 99.2 Press Release dated January 5, 1998 (filed as Exhibit 99.2 to the Registrant's Form 8-K filed on January 7, 1998 and incorporated herein by reference). 99.3 Press Release dated February 2, 1998 (filed as Exhibit 99.3 to the Registrant's Form 8-K filed on February 13, 1998 and incorporated herein by reference). 99.4 Pro forma financial information reflecting consummation of the acquisition of OFC Corporation by the Registrant. 6 4 EX-23.1 2 CONSENT OF ALEXANDER, ARONSON 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statements of Galileo Corporation (Form S-3, Nos. 333-19391 and 333-46471) and in the Registration Statements (Form S-8, Nos. 2-92671, 33-5142, 33-47588, 33-47589, 333-02435, 333-23345, 333-23347, 333-48375) pertaining to the Stock Option and Purchase Plans of Galileo Corporation of our report dated January 20, 1998, with respect to the financial statements of OFC Corporation as of December 31, 1997 and 1996, included in the Current Report on Form 8-K of Galileo Corporation dated January 30, 1998. /s/ Alexander, Aronson, Finning & Co., P.C. -------------------------------------------- Alexander, Aronson, Finning & Co., P.C. Westborough, Massachusetts March 27, 1998 5 EX-99.4 3 PRO FORMA FINANCIAL INFO 1 EXHIBIT 99.4 UNAUDITED PRO FORMA FINANCIAL INFORMATION The following unaudited pro forma financial information of the Company has been prepared to give pro forma effects to the acquisition of OFC Corporation. The unaudited pro forma information and accompanying notes should be read in conjunction with the historical financial statements of the Company and OFC. The acquisition will be accounted for as a purchase. The purchase price of $15.1 million will be allocated to the assets and liabilities acquired based upon the receipt of information to substantiate the fair value of the assets and liabilities acquired; however, that allocation is not expected to differ materially from the preliminary allocation. The following unaudited pro forma statements of operations for the year ended September 30, 1997, and the three months ended December 31, 1997, give effect to the acquisition as if it had occurred at the beginning of the period presented. The unaudited pro forma balance sheet as of December 31, 1997, has been prepared as if the acquisition occurred on that date. The unaudited pro forma information is based upon the historical financial statements of the Company and OFC and the assumptions and adjustments described in the accompanying notes. OFC's historical financial statements exclude the effect on non-recurring, non-operational transactions for the periods indicated. The unaudited pro forma information does not purport to represent what the results of operations of the Company would have been if the acquisition had occurred as of the date indicated or what future results will be. 6 2 UNAUDITED PRO FORMA FINANCIAL INFORMATION (CONTINUED) (Dollars in thousands, except per share data)
OFC Acquisition Galileo Corp. Adjustments Corp. (C) (See Notes) Consolidated ------- ----- ----------- ------------ CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE YEAR ENDED SEPTEMBER 30, 1997 Net sales $ 34,117 $13,902 $ 48,019 Cost of sales 22,363 8,574 30,937 -------- ------- -------- Gross margin 11,754 5,328 17,082 Engineering and SG&A expenses 14,512 3,117 $ 446(B) 18,075 Other operating expenses 9,098 9,098 -------- ------- ------ -------- Operating income (loss) (11,856) 2,211 (446) (10,091) Other income (expense) 835 (238) (270)(B) 327 -------- ------- ------ -------- Income (loss) before income taxes (11,021) 1,973 (716) (9,764) Provision for income taxes 163 34 (34)(B) 163 -------- ------- ------ -------- Net income (loss) $(11,184) $ 1,939 $ (682) $ (9,927) ======== ======= ====== ======== Weighted average shares 6,851 1,154(A) 8,005 -------- -------- Basic and diluted loss per share $ (1.63) $ (1.24) ======== ======== See accompanying notes. OFC Acquisition Galileo Corp. Adjustments Corp. (C) (See Notes) Consolidated ------- ----- ----------- ------------ CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDED DECEMBER 31, 1997 Net sales $ 8,563 $3,930 $12,493 Cost of sales 5,775 2,610 8,385 -------- ------ ------- Gross margin 2,788 1,320 4,108 Engineering and SG&A expenses 3,948 834 $ 112 (B) 4,894 Other operating expenses -------- ------ ------ ------- Operating income (loss) (1,160) 486 (112) (786) Other income (expense) 57 (111) (68)(B) (122) -------- ------ ------ ------- Income (loss) before income taxes (1,103) 375 (180) (908) Provision for income taxes 8 11 (11)(B) 8 -------- ------ ------ ------- Net income (loss) $ (1,111) $ 364 $ (169) $ (916) ======== ====== ====== ======= Weighted average shares 6,874 1,154 (A) 8,028 -------- ------- Basic and diluted loss per share $ (0.16) $ (0.11) ======== =======
See accompanying notes. 7 3 UNAUDITED PRO FORMA FINANCIAL INFORMATION (CONTINUED) (Dollars in thousands, except per share data)
OFC Acquisition Galileo Corp. Adjustments Corp. (C) (See Notes) Consolidated ------- ----- ----------- ------------ CONDENSED CONSOLIDATED BALANCE SHEET - DECEMBER 31, 1997 Current Assets Cash $ 6,102 $ 429 $(6,000)(A) $ 531 Accounts receivable, net 6,894 2,500 9,394 Inventories, net 8,101 1,221 9,322 Other current assets 91 461 552 ------- ------ ------- ------- Total current assets 21,188 4,611 (6,000) 19,799 Property, plant and equipment, net 15,054 1,819 16,873 Excess of cost over the fair value of net assets acquired 4,524 11,969 (A) 16,493 Other assets 1,481 482 1,963 ------- ------ ------- ------- Total assets $42,247 $6,912 $ 5,969 $55,128 ======= ====== ======= ======= Liabilities and Shareholders' Equity Current liabilities Accounts payable and accrued expenses $ 4,880 $2,111 $ 6,991 Notes payable 1,287 1,287 Other liabilities Long-term debt 1,682 1,682 Other liabilities 1,089 1,089 ------- ------ ------- ------- Total liabilities 7,256 3,793 11,049 Total shareholders' equity 34,991 3,119 5,969 44,079 ------- ------ ------- ------- Total liabilities and shareholders' equity $42,247 $6,912 $ 5,969 $55,128 ======= ====== ======= =======
See accompanying notes. 8 4 EXHIBIT 99.4 NOTES TO UNAUDITED PRO FORMA FINANCIAL INFORMATION The pro forma adjustments reflect the following: (A) The acquisition of OFC Corporation for $6,000,000 in cash and the discounted value of 1,154,258 shares of Galileo Common Stock resulting in $11,969,000 in the excess cost over the fair market value of net assets acquired. (B) Adjustments to the consolidated entity's statement of operations include: 1) the recognition of amortization of cost over the fair value of net assets acquired, which assumes the excess cost over fair value is amortized over 30 years, 2) the reduction of interest income from cash used for the acquisition, and 3) the utilization of certain Galileo tax loss carryforwards. (C) The results of operations of OFC Corporation for the year ended September 30, 1997, and the quarter ended December 31, 1997, are based upon OFC Corporation's historical results of operations for the year and quarter ended December 31, 1997. 9 -----END PRIVACY-ENHANCED MESSAGE-----