CALIFORNIA MICROWAVE INC
10-C, 1995-06-09
RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT
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     Form 10-C


     Securities and Exchange Commission
     Washington, DC 20549


     Report by issuer of securities quoted on The Nasdaq Stock Market, filed
     pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 and
     Rule 13a-17 or 15d-17 thereunder.


     Exact Name of Issuer as Specified in Charter:  California Microwave, Inc.

     Address of Principal Executive Offices: 985 Almanor Avenue
                                             Sunnyvale, CA 94086

     Issuer's Telephone Number (including Area Code):  408/732-4000


     I.   Change in Number of Shares Outstanding
     Indicate any change (increase or decrease) of five percent or more in the
     number of shares outstanding:

     1.   Title of security:  Common Stock

     2.   Number of shares outstanding before the change:  11,253,463

     3.   Number of shares outstanding after the change:   15,705,514

     4.   Effective date of change:  May 30, 1995

     5.   Method of change:  Merger; issuances pursuant to employee benefit 
          plans  
     Specify method (such as merger, acquisition, exchange, distribution, stock
     split, reverse split, acquisition of stock for treasury, etc.)

     Give brief description of transaction:  See attached Annex 1


     II.  Change in Name of Issuer

     1.   Name prior to change:  Not applicable

     2.   Name after change:  Not applicable

     3.   Effective date of charter amendment changing name:  Not applicable

     4.   Date of shareholder approval of change, if required:  Not applicable



     5/30/95        /s/ George L. Spillane, Vice President                      
     Date           Officer's signature and title<PAGE>






                                        Annex 1


                       CMI Acquisition Corporation, a Texas corporation
             and a wholly-owned subsidiary of California Microwave, Inc.
             ("CMI"), has merged with and into Microwave Networks
             Incorporated, a Texas corporation ("MNI").  MNI is the
             surviving corporation and is a wholly-owned subsidiary of
             CMI.

                       CMI issued 3,342,569 additional shares of its
             common stock to shareholders of MNI in connection with the
             merger, pursuant to CMI's Registration Statement on Form S-4
             which was declared effective by the Securities and Exchange
             Commission on May 3, 1995.  

                       Since its last Form 10-C, CMI has also issued an
             aggregate of 1,109,482 shares pursuant to its stock option
             and employee stock purchase plans.  <PAGE>


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