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
June 29, 1995
Date of Report (Date of earliest event reported)
CALIFORNIA MICROWAVE, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-7428 94-1668412
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
985 Almanor Avenue, Sunnyvale California 94086
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code): 408/732-4000
-1-<PAGE>
Item 5. Other Events.
On June 29, 1995 California Microwave, Inc. (the
"Company") issued the press release attached as Exhibit 99.1
hereto announcing that it expects to report restructuring and
other charges and a net loss for the fourth quarter and for
its fiscal year ended June 30, 1995. Fourth quarter results
are impacted by both lower than expected sales, which are
estimated to be approximately $115 million, and by
restructuring and other charges.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
99.1 Press Release of California Microwave, Inc.
dated June 29, 1995
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.
CALIFORNIA MICROWAVE, INC.
(Registrant)
By: /s/ Garrett E. Pierce
______________________________
Name: Garrett E. Pierce
Title: Executive Vice President
Chief Financial Officer
Dated: June 30, 1995
-2-<PAGE>
EXHIBIT INDEX
Exhibit No. Description of Exhibit
99.1 Press Release of California
Microwave, Inc. dated June 29, 1995
-3-<PAGE>
[LETTERHEAD OF CALIFORNIA MICROWAVE, INC.]
PRESS RELEASE
FOR IMMEDIATE RELEASE
Thursday, June 29, 1995
For Further Information Contact:
Stephanie M. Day Deborah Passik
Vice President William Dunk Partners
Corporate Communications (214) 960-9611
(408) 720-6229
CALIFORNIA MICROWAVE ANNOUNCES RESTRUCTURING
AND OTHER CHARGES AND EXPECTED LOSS
SUNNYVALE, CALIFORNIA - CALIFORNIA MICROWAVE, INC. (Nasdaq
National Market: CMIC) announced that it expects to report
restructuring and other charges and a net loss for the fourth
quarter and for its fiscal year ended June 30, 1995. Fourth
quarter results are impacted by both lower than expected
sales, which are estimated to be approximately $115 million,
and by restructuring and other charges.
Restructuring and other charges presently estimated at $29
and $39 million before income tax benefits ($20 to $27
million after tax benefits) will impact both the quarter and
the year. Of this amount, the company expects to record a
restructuring charge in the range of $15 to $20 million in
connection with the integration within the company's wireless
group following the recent merger with Microwave Networks
Incorporated (MNI) and the consolidation of facilities of its
Satellite Transmission Systems (STS) subsidiary. This charge
reflects actions the company is taking to improve profit
margins over the long term. The balance represents
adjustments in the range of $10 to $15 million California
Microwave is considering in connection with certain contracts
and products and approximately $4 million of transaction
expenses related to the acquisition of MNI.
California Microwave expects its fourth quarter net loss to
be in the range of $19 to $25 million, or $1.15 to $1.55 per
share. The company expects to report for its 1995 fiscal
year a net loss in the range of $2 to $8 million, or $.09 to
$.49 per share, on sales of approximately $470 million.
Wireless Products: Focus on PCS relocation
In October 1993, California Microwave acquired TeleCom
Transmission Systems (TTS), a supplier of short and long-haul
-1-<PAGE>
microwave radios for the cellular, private networks and
international Personal Communications Services (PCS) markets.
TTS is phasing out of the short-haul radio business and new
orders for short-haul radios for international PCS
requirements are being shifted to the company's Microwave
Radio Corporation subsidiary. TTS will focus on long-haul
radios which will be required for the new $500 million PCS
relocation opportunity in the United States, as well as the
traditional cellular and private network markets. Charges
related to the phase-out of short-haul radios at TTS and
certain short-haul contracts at TTS are included in the
write-downs being taken this quarter.
Satellite Communications: Consolidating for Improved
Performance
Over the past six months, California Microwave has been
strengthening the management team at both its STS subsidiary
and at the Satellite Communications Group level. Based on
recent weakness in new orders for large satellite earth
station systems, the new team has decided to consolidate
operations at STS' Hauppauge, NY, headquarters and close STS'
Melbourne, FL, facility. Management believes that
consolidating STS and focusing it on value-added networks and
higher-margin products will improve the performance of STS.
Implementation of Strategy Set In 1992
According to Philip F. Otto, California Microwave's Chief
Executive Officer, "The company's strategy for becoming a
global telecommunications equipment supplier involves three
phases: the first was to build critical mass in order to
increase market share, which California Microwave has now
accomplished through the acquisition of three microwave radio
companies. Phase two, which we are implementing now, is to
achieve higher profit margins through operational
integration, product development and marketing synergies
among our business units. Phase three calls for accelerated
revenue growth over the long term as a result of
accomplishing phases one and two. While we are not pleased
with our short-term performance, the company is financially
strong and we believe that the actions we are taking now will
strengthen the competitive abilities of both our wireless and
satellite communications groups to successfully address
identified growth markets."
California Microwave, Inc. is a leader in satellite and
wireless communications. It is the number one U.S. supplier
of telecommunications satellite earth stations and microwave
radios used in wireless communications. The company operates
facilities in eight states and sells into 90 countries. Its
strategy calls for significant expansion in the wireless
area.
###
-2-<PAGE>
