AMPLIDYNE INC
8-K, 2000-05-03
ELECTRONIC COMPONENTS, NEC
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                       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) MAY 1, 2000
                                                          -----------

                                 AMPLIDYNE, INC.
- --------------------------------------------------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


         DELAWARE                 0-21931                     22-3440510
- --------------------------------------------------------------------------------
     (STATE OR OTHER            (COMMISSION                 (IRS EMPLOYER
     JURISDICTION OF            FILE NUMBER)             IDENTIFICATION NO.)
        FORMATION)

                 59 LA GRANGE STREET, RARITAN, NEW JERSEY       08869
- --------------------------------------------------------------------------------
                  (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)    (ZIP CODE)


        REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (908) 253-6870
                                                           --------------


- --------------------------------------------------------------------------------
          (FORMER NAME OR FORMER ADDRESS, IF CHANGES SINCE LAST REPORT)

- --------------------------------------------------------------------------------

<PAGE>
ITEM 5.  OTHER EVENTS.

         As of April 5, 2000, the Board of Directors of Amplidyne, Inc. (the
"Company") approved the redemption of all of the Company's outstanding
Redeemable Common Stock Purchase Warrants (the "Warrants"). A Notice of
Redemption was mailed to all Warrantholders to advise them that under the terms
of the Warrant Agreement between the Company and the American Stock Transfer and
Trust Company, as warrant agent, the Company was exercising its right to redeem
and cancel all of the Company's Warrants on May 10, 2000. On May 1, 2000, the
Board of Directors decided to reduce to exercise price of the Warrants from
$6.00 to $5.00 per share and to extend the exercise period through the close of
business on May 16, 2000. Accordingly, warrantholders have until the close of
business on May 16, 2000 to exercise their Warrants for the purchase of shares
of Common Stock at an exercise price of $5.00 per share. Should a warrantholder
fail to exercise the Warrants held thereby by such date, the Company will redeem
them on May 17, 2000 by paying $.01 for each outstanding Warrant. The closing
sales price of the shares of the Company's Common Stock on May 1, 2000 was
$5 3/4.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA INFORMATION AND EXHIBITS.

         (c)      Exhibits

                  1.  Press Release of the Company dated May 2, 2000.

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<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly authorized and caused the undersigned to sign this
Report on the Registrant's behalf.



                                 AMPLIDYNE, INC.



                                 By: /s/ DEVENDAR S. BAINS
                                    --------------------------------------------
                                         Devendar S. Bains
                                         Chairman of the Board, Chief Executive
                                            Officer and President


Dated:  May 3, 2000


                                       3


                                  PRESS RELEASE

AMPLIDYNE,INC
59 LA GRANGE ST
RARITAN, NJ 08869
www.amplidyne,inc.com
- ---------------------


FOR MORE INFORMATION,
CONTACT: AMPLIDYNE,INC
Phone: 908-253-6870   Fax: 908-253-6875

AMPLIDYNE, INC. SUMMARIZES FINANCIAL RESULTS OF 1999 AND FUTURE OUTLOOK AND
REDUCES EXERCISE PRICE OF REDEEMABLE COMMON STOCK PURCHASE WARRANTS AND EXTENDS
REDEMPTION DATE

Raritan, New Jersey, May 2, 2000 - Amplidyne, Inc. (Nasdaq: AMPD, AMPDW), a
manufacturer of power amplifiers and wireless internet access products,
announced that revenues for the year ended December 31, 1999 were up 20%
compared with revenues for the year ended December 31, 1998. The Company's gross
margin was up 400% compared to 1998.

The increase in revenues was attributed to a significant increase in sales in
the fourth quarter which accounted for 39% of total revenue for 1999. Amplidyne
reported a net loss of ($3,535,689) or $(0.62) per share, compared to net loss
of ($1,916,354) or $(0.43) per share for 1998. A significant portion of the loss
was attributed to stock compensation and financing costs. The Company's total
assets were $3,198,648 at December 31, 1999 compared to $1,783,076 at December
31, 1998. For a complete discussion of our financial results, see our Form
10-KSB filed with the Securities and Exchange Commission.

REVENUE FROM HIGH SPEED WIRELESS INTERNET ACCESS PRODUCTS

During the first quarter of 2000, the Company had revenue for the first time
relating to its new high speed wireless internet access products (approximately
$200,000 (unaudited)).

During 2000, the Company believes, based on contracts under negotiation and
feedback on its products from potential customers, that it will continue to
increase sales of its high speed wireless internet access products targeted at
ISP's, and small, medium and large businesses worldwide. Currently, the
Company's customer base for these products include seven ISP's and twenty small
businesses/offices.

THE COMPANY EXPECTS TO RELEASE ITS HIGH SPEED WIRELESS INTERNET ACCESS 11MBPS
SYSTEM DURING THE SECOND QUARTER OF 2000.

Management believes that Amplidyne's outlook for year 2000 is a promising one.
The expected release of Amplidyne's 11mbps system in the second quarter of 2000
is expected to contribute to increased revenues.

                                       4
<PAGE>

Devendar S. Bains, the Company's Chief Executive Officer commented, "The release
of our 11mbps system for high speed wireless internet access products, coupled
with our completed development of multicarrier amplifiers, provides us with
great opportunities in year 2000 and beyond."

REDEMPTION OF PUBLICLY TRADED WARRANTS

The Company previously announced the redemption of its publicly traded warrants
on April 6, 2000. Due to the increased volatility and instability in the stock
market which has effected the Company's securities, the Company is reducing the
exercise price for the warrants from $6.00 per share to $5.00 per share. In
addition, warrants may be exercised prior to the end of business on May 16, 2000
(extended from the previous deadline of May 9, 2000).

If all of the warrants are exercised, the Company will receive gross proceeds of
approximately $7.9 million. The Company anticipates using the proceeds from the
exercise of the warrants to expand its sales and marketing efforts, and for the
continued development of current and new products.

Questions regarding the warrant exercise should be directed to the Company's
Information Agent, Georgeson Shareholder Communications, Inc. at 1-800-223-2064.

         Amplidyne, Inc. designs, manufactures and sells ultra liner power
amplifiers and related subsystems to the worldwide wireless telecommunications
market. These single and multi-carrier linear power amplifiers, which are key
component in cellular base stations, increase the power of radio frequency and
microwave signals with low distortion. The Company's products are marketed to
the cellular, wireless local loop and PCS segments of the wireless
telecommunications industry. The Company has also developed products to offer
high-speed Internet access to residential and business clients and Internet
service providers. The equipment operates in the 2.4 GHz license free band.

         Statements in this press release that are not statements of historical
or current fact constitute "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. Such forward-looking
statements involve known and unknown risks, uncertainties and other unknown
factors that could cause the actual results of the Company to be materially
different from the historical results or from any future results expressed or
implied by such forward-looking statements. In addition to statements which
explicitly describe such risks and uncertainties, readers are urged to consider
statements labeled with the terms "believes", "belief", "expects", "intends",
"anticipates" or "plans" to be uncertain and forward-looking. The forward
looking statements contained herein are also subject generally to other risks
and uncertainties that are described from time to time in the Company's reports
and registration statements filed with the Securities and Exchange Commission.

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