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
May 30, 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
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Item 2. Acquisition or Disposition of Assets.
Pursuant to an Agreement and Plan of Reorganization
and Merger among California Microwave, Inc. (the "Company"),
Microwave Networks Incorporated, a Texas corporation ("MNI"),
and CMI Acquisition Corporation, a Texas corporation wholly
owned by the Company ("Acquisition Corp."), dated January 31,
1995 and amended April 28, 1995, MNI was acquired by the
Company through a merger of Acquisition Corp. with and into
MNI (the "Merger"). MNI was the surviving corporation in the
Merger. An Agreement of Merger by and among the Company, MNI
and Acquisition Corp. was filed with the Secretary of State
of the State of Texas on May 30, 1995 (the "Effective Time").
At the Effective Time, MNI became a wholly-owned subsidiary
of the Company.
Immediately prior to the Effective Time, there were
outstanding 9,140,422 shares of MNI Capital Stock. At the
Effective Time, the outstanding shares of MNI Capital Stock
converted into 3,342,569 shares of Company Common Stock,
334,256 of which are being held in an escrow related to MNI's
indemnification obligations under the Agreement. Options to
purchase MNI Common Stock outstanding at the Effective Time
converted into options to purchase approximately 132,612
shares of Company Common Stock. In addition, pursuant to the
Agreement, certain officers of MNI entered into employment
agreements and covenants not to compete with the Company.
Each outstanding share of MNI Capital Stock was
converted into .3657 shares of CMI Common Stock (the
"Exchange Ratio") The Exchange Ratio was determined by
dividing 3,475,000 (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).
MNI is an international supplier of medium-haul
digital microwave radios, with over 80% of its sales going to
cellular network operations in developing countries.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired
Financial Statements of MNI, incorporated by
reference to Amendment No. 4 to the Company's
Registration Statement on Form S-4 (No. 33-57593)
as filed on May 1, 1995 (the "Form S-4"), pages
F-22 - F-38
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(b) Pro Forma Financial Information
Pro Forma Combined Condensed Financial Statements
of the Company and MNI, incorporated by reference
to the Form S-4, pages 39-43
(c) Exhibits
Exhibit 2.1. Agreement and Plan of Reorganization
and Merger among California Microwave, Inc.,
Microwave Networks Incorporated and CMI Acquisition
Corporation, dated January 31, 1995 ("Agreement and
Plan of Reorganization"), incorporated by reference
to Exhibit 2.1 of the Form S-4
Exhibit 2.2. First Amendment to the Agreement and
Plan of Reorganization, dated April 28, 1995,
incorporated by reference to Exhibit 2.2 of the
Form S-4
Exhibit 23.1. Independent Auditors' Consent
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/ George L. Spillane
____________________________
Name: George L. Spillane
Title: Vice President
Dated: June 13, 1995
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
23.1 Independent Auditors' Consent
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CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Form 8-K
of California Microwave, Inc. of our report dated August 5,
1994, except for Note 9 as to which the date is February 2,
1995, with respect to the consolidated financial statements
of Microwave Networks Incorporated included in Amendment No.
4 to the Registration Statement (Form S-4 No. 33-57593) of
California Microwave, Inc. as filed on May 1, 1995 with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
Houston, Texas
June 14, 1995<PAGE>
