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 7, 1998
SAWTEK INC.
(Exact name of registrant as specified in its charter)
Florida
(State or other jurisdiction
of incorporation)
000-28276
(Commission File No.)
59-1864440
(IRS Employer Identification No.)
1818 South Highway 441
Apopka, Florida 32703
(Address of principal executive offices)
(407) 886-8860
(Registrant's telephone number, including area code)
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Item 5. Other Events.
Sawtek Inc. announced today that Microsensor Systems, Inc. has
entered into a letter of intent to merge into Sawtek. The contemplated merger is
proposed as an exchange of common stock to be accounted for as a
pooling-of-interests and is subject to entering into a definitive agreement and
satisfaction of customary closing conditions. The amount of Sawtek shares to be
exchanged is less than one percent (1%) of the total outstanding.
Item 7. Financial Statements and Exhibits
Exhibit 99.1 Sawtek Inc. Press Release dated January 7, 1998
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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 thereunto duly authorized.
SAWTEK INC.
By: /s/ Raymond A. Link
Vice President Finance and
Chief Financial Officer
January 7, 1998
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Exhibit 99.1
NEWS RELEASE
Contact: Ray Link
Chief Financial Officer
Sawtek Inc.
Tel: 407/884-3344
Fax: 407/886-7061
E-mail: [email protected]
For Immediate Release
SAWTEK AND MICROSENSOR SYSTEMS, INC.
ENTER INTO LETTER OF INTENT
Orlando, Florida, January 7, 1998 -- Sawtek Inc. (Nasdaq: SAWS) announced today
that Microsensor Systems, Inc. has entered into a letter of intent to merge into
Sawtek. The contemplated merger is proposed as an exchange of common stock to be
accounted for as a pooling-of-interests and is subject to entering into a
definitive agreement and satisfaction of customary closing conditions. The
amount of Sawtek shares to be exchanged is less than one percent (1%) of the
total outstanding.
Microsensor Systems, Inc., a privately-held firm based in Bowling Green,
Kentucky, conducts research and development, and designs and manufactures
scientific instruments for the chemical sensor market using polymer-coated
surface acoustic wave (SAW) devices and other technologies. Its main products
include a SAW MINICAD system used for chemical agent detection and the EO Eagle
used to detect ethylene oxide emissions in hospitals.
Steven P. Miller, Chairman & CEO of Sawtek Inc., said "the addition of
Microsensor Systems, Inc. will greatly enhance and accelerate Sawtek's SAW-based
chemical sensor initiative by providing us with a variety of products, a
customer base and significant technical expertise."
Sawtek Inc. is a leading supplier of electronic signal processing components
based on surface acoustic wave ("SAW") technology. The Company's primary focus
is custom designed, high-performance bandpass filters, resonators, delay lines,
oscillators and SAW-based subsystems. These products are used in a wide array of
microwave and radio frequency systems such as CDMA and GSM-based digital
telephone systems, digital microwave radios, wireless local area networks, cable
television, and a variety of defense and satellite systems.
Sawtek trades on the Nasdaq National Market under the symbol "SAWS."
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Forward-looking statements in this release are made pursuant to the Safe Harbor
provisions of the Private Securities Litigation Act of 1995. Investors are
cautioned that such forward-looking statements involve risks and uncertainties,
such as statements of the Company's plans, objectives, expectations and
intentions. The cautionary statements made in this release should be read as
being applicable to all related forward-looking statements wherever they appear
in this release. The Company's actual results could differ materially from those
discussed. Factors that could cause or contribute to such differences include
the following: the Company's dependence on continuing demand for wireless
communications services and CDMA technology, particularly CDMA handset units;
economic recessions in the Asia-Pacific region or other geographic areas of the
world; dependence on a limited number of customers, which are expected to
continue to account for a high percentage of the Company's future net sales;
fluctuations in the Company's quarterly results and backlog which may be caused
by such factors as product mix changes, price competition, availability of
manufacturing capacity, and customer order cancellation or rescheduling; the
Company's dependence on its timely development of new or improved SAW products
(such as SAW chemical sensors) to meet changing market needs; the risk of
competing technologies which could replace or reduce the use of SAW technology
for certain applications, as well as other risks as discussed in Sawtek's SEC
reports, including Form 10-K filed for fiscal year 1997.
