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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) :
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SEPTEMBER 3, 1997 (AUGUST 26, 1997)
ADVANCED COMMUNICATION SYSTEMS, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
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(STATE OR OTHER JURISDICTION OF INCORPORATION)
0-22737 54-1421222
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(COMMISSION FILE NUMBER) (IRS EMPLOYER IDENTIFICATION NO.)
10089 LEE HIGHWAY, FAIRFAX, VIRGINIA 22030
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ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(703) 934-8130
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(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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ITEM 5. OTHER EVENTS.
On August 26, 1997, Advanced Communication Systems, Inc. (ACS) signed a
definitive agreement to acquire RF Microsystems, Inc. (RFM), a wholly owned
subsidiary of REMEC, Inc. Under the terms of the agreement, ACS will acquire
all of RFM's stock for $5 million in cash. The acquisition is expected to be
finalized within the next 30 days and the agreement is subject to satisfaction
of customary conditions.
RFM provides technical and engineering services to the Department of Defense in
the areas of communications, navigation, electronic warfare and digital signal
systems. Headquartered in San Diego, RFM has operations in San Diego, Los
Angeles, and the Washington, D.C. area. Its clients include the Naval Research
and Development Center, the Air Force Space and the Missile Center, the Naval
Air Weapons Center-Aircrafts Division, and the Naval Undersea Warfare Center.
ACS intends to operate RFM as a wholly owned subsidiary and will retain its
existing management team. Ara Sagerian will remain as president of RFM.
ITEM 7(c). EXHIBITS.
99.1 PRESS RELEASE
News release dated August 26, 1997 announcing the acquisition of RF
Microsystems, Inc.
SIGNATURES
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.
Date: September 3, 1997 ADVANCED COMMUNICATION SYSTEMS, INC.
/S/ Dev Ganesan
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Dev Ganesan
Chief Financial Officer
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE CONTACT: DEV GANESAN
CHIEF FINANCIAL OFFICER
(703) 934-8130
ADVANCED COMMUNICATION SYSTEMS TO ACQUIRE RF MICROSYSTEMS
Fairfax, Virginia, August 26,1997 - Advanced Communication Systems, Inc. (ACS)
(Nasdaq: ACSC) announced that it has signed a definitive agreement to acquire
RF Microsystems, Inc.(RFM), a wholly-owned subsidiary of REMEC, Inc. (Nasdaq:
REMC). Under the terms of the agreement, ACS will acquire all of RFM's stock
for $5 million in cash. The acquisition is expected to be finalized within the
next 30 days and the agreement is subject to satisfaction of customary
conditions.
RFM provides technical and engineering services to the Department of Defense in
the areas of communications, navigation, electronic warfare and digital signal
systems. Headquartered in San Diego, RFM has operations in San Diego, Los
Angeles, and the Washington, D.C. area. Its clients include the Naval Research
and Development Center, the Air Force Space and the Missile Center, the Naval
Air Weapons Center- Aircrafts Division, and the Naval Undersea Warfare Center.
"We are delighted that RFM will be joining forces with ACS," said George A.
Robinson, Chairman of the Board, President and CEO of ACS. "The combination of
ACS and RFM will permit us to better serve our customers and to assume a
greater role in future defense communications business."
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Robinson said that ACS intends to operate RFM as a wholly-owned subsidiary and
will retain its existing management team. Ara Sagerian will remain as president
of RFM.
Ara Sagerian, President of RFM stated, " this is a merger of two organizations
whose focus and aspirations for growth are completely compatible. The combining
of our technical and management staffs will serve to accelerate our efforts
towards meeting our common goals and create a formidable organization in this
competitive environment."
Advanced Communication Systems provides communication and information
technology services and solutions, predominantly to U.S. government agencies
and to a lesser extent commercial and international customers. The Company is
headquartered in Fairfax, Virginia and has seven locations in United States and
one in United Kingdom.
Except for statements of historical facts, this news release contains
forward-looking statements about the Company. Such statements are subject to
significant risks and uncertainties including dependence on continued funding
of U.S. Government programs, government contract procurement and termination
risks, management of growth, and other risks noted in the Company's SEC
filings, which may cause actual results to differ materially.
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