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
December 19, 1997
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)
555 Twin Dolphin Drive, Redwood City, California 94065
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including are code): 415/596-9000
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Item 5. Other Events.
(a) Agreement to Settle Securities Law Litigation.
California Microwave, Inc. announced in November, 1995
that a shareholders class action lawsuit had been filed in the
United States District Court for the Northern District of
California against it and certain of its former officers on
behalf of persons who purchased shares of the Company's common
stock between September 6, 1994 and June 29, 1995. The complaint
filed in the lawsuit alleged certain violations of the federal
securities law by the Company and certain of its former officers
and sought damages in an unspecified amount. The Company does
not believe that it or its former officers committed any
securities law violations and considered the allegations made in
the class action suit to be without merit. In order to avoid the
expense and distraction of protracted litigation, however, the
Company, without admitting any wrongdoing, has reached an
agreement to settle the lawsuit. It is anticipated that the net
expense of the settlement (including settlement and defense
costs) to the Company, which will be recorded in the second
quarter of fiscal 1998, will amount to approximately $1,900,000,
before taxes, or approximately $.07 per share.
Finalization of the settlement, the total amount of which is
$14,000,000, is subject to notice to the members of the class of
the proposed settlement and approval of the settlement by the
Court.
(b) Agreement to Sell STS Division.
On December 19, 1997, California Microwave, Inc. entered
into an agreement with L-3 Communications Corporation to sell its
Satellite Transmission Systems division to L-3 for $27 million in
cash. It is expected that no gain or loss will be reported on
the divestiture. The closing of the transaction, which is
expected to occur in January 1998, is subject to certain
conditions, including the obtaining of any required regulatory
approvals.
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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 and
Secretary
Dated: December 22, 1997
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