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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
JANUARY 31, 1995
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
CALIFORNIA MICROWAVE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 0-07428 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
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Item 5. Other Events.
On January 31, 1995 California Microwave, Inc. (the "Company") announced
that it has entered into an Agreement and Plan of Reorganization and Merger (the
"Agreement") among the Company, Microwave Networks Incorporated, a Texas
corporation ("MNI"), and CMI Acquisition Corporation, a Texas corporation wholly
owned by the Company ("Acquisition Corp."), pursuant to which (i) Acquisition
Corp. will be merged into MNI, (ii) MNI will be the surviving corporation and a
wholly owned subsidiary of CMI, (iii) each outstanding share of MNI Common Stock
and MNI Preferred Stock (together, the "MNI Capital Stock") (other than shares,
if any, as to which dissenters' rights have been exercised pursuant to Texas
law) will be converted into that number of shares of CMI Common Stock determined
by dividing 3,350,000 (the "Numerator") by the total number of shares of MNI
Capital Stock outstanding immediately prior to the closing (including for this
purpose any MNI Capital Stock issuable under then outstanding options, warrants
or other convertible securities) and rounding the quotient off to the nearest
ten-thousandth (.0001); and (iv) CMI will assume all outstanding options of MNI.
Notwithstanding the foregoing, (i) MNI has the right to terminate the Agreement
if the average closing price of CMI Common Stock on the Nasdaq National Market
for the 15 consecutive trading days immediately preceding the date of the CMI
Special Meeting ("Final Closing Price") is less than $30.00 (as reported by
Nasdaq), provided that if MNI exercises this right, the termination shall not be
effective if CMI agrees to increase the Numerator to the number which when
multiplied by the Final Closing Price equals $100,500,000, and (ii) CMI has the
right to terminate the Agreement if the Final Closing Price is more than
$41.375, provided that if CMI exercises this right, the termination shall not be
effective if MNI agrees to decrease the Numerator to the number which when
multiplied by the Final Closing Price is equal to $138,606,250. Such decisions
to terminate, or to change the Numerator, would be within the discretion of the
Boards of Directors of MNI and CMI, respectively. Consummation of the
transaction is subject to several conditions, including the obtaining of
requisite regulatory approvals and approval of the stockholders of the Company
and MNI.
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Item 7. Financial Statements and Exhibits
(c) Exhibits.
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<CAPTION>
Exhibit No. Description
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2.1 Agreement and Plan of Reorganization and
Merger among California Microwave, Inc.,
Microwave Networks Incorporated and CMI
Acquisition Corporation, dated January 31,
1995. (Exhibit 2.1 to Registrant's
Registration Statement on Form S-4,
Registration No. 33-57593, filed February 3,
1995, and incorporated herein by reference.)
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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 thereunto duly authorized.
CALIFORNIA MICROWAVE, INC.
(Registrant)
By: /S/ Garrett E. Pierce
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Garrett E. Pierce
Executive Vice President
Chief Financial Officer
Dated: February 13, 1995
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