FORM 10-K/A
Amendment No. 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 1996.
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the Transition Period _______________ to _______________.
Commission File Number 0-07428
CALIFORNIA MICROWAVE, INC.
(Exact name of registrant as specified in its charter)
_________________________
Delaware 94-1668412
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
555 Twin Dolphin Drive, Redwood City, California 94065
(Address of principal executive offices)
Registrant's telephone number, including area code: (415) 596-9000
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock, $.10 par value
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. YES [X]
NO [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. [X]
The aggregate market value of the voting stock held by nonaffiliates
of the registrant was approximately $226,911,000 as of September 2, 1996.
Indicate the number of shares outstanding of the issuer's common
stock, as of the latest practicable date: On September 6, 1996, there were
16,135,755 shares of common stock outstanding.<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE
(1) Portions of the registrant's Annual Report to Stockholders for fiscal
year ended June 30, 1996. (Part II of Form 10-K)
(2) Portions of definitive proxy statement filed with Securities and
Exchange Commission relating to the registrant's 1996 Annual Meeting
of Stockholders. (Part III of Form 10-K)<PAGE>
PART IV
Item 1. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K
(a) 3. Exhibits
3.1 Restated Certificate of Incorporation. (Exhibit
to the Company's Form 8 dated February 19, 1993,
constituting Amendment No. 1 to the Company's
Registration Statement on Form 8-A for the Common
Stock; incorporated herein by reference.)+
3.2 Bylaws. (Exhibit to the Company's Form 10-K for
its fiscal year ended June 30, 1994; incorporated
herein by reference.)+
4.1 Indenture of Trust, amended, as relating to 1987
Industrial Development Revenue Refunding Bonds of
Satellite Transmission Systems, Inc.*+
4.2 Reimbursement Agreement between Satellite
Transmission Systems, Inc. and The Bank of Tokyo,
Ltd., San Francisco Agency, relating to Satellite
Transmission Systems, Inc. Indenture.*+
4.3 Guarantee of California Microwave, Inc. in favor
of The Bank of Tokyo, Ltd., San Francisco Agency,
relating to Satellite Transmission Systems, Inc.
Indenture.*+
4.4 Rights Agreement, dated July 27, 1989. (Exhibit
to the Company's Form 8-A filed on August 2, 1989;
incorporated herein by reference.)+
4.5 Master Indenture of Trust (First Program),
relating to County of Monroe Industrial
Development Bonds.*+
4.6 Series F Supplemental Indenture, dated as of
June 1, 1992, relating to $2,800,000 of County of
Monroe Industrial Development Bonds.*+
4.7 Guaranty of California Microwave, Inc. in favor of
Security Pacific National Trust Company (New
York), as Trustee, dated as of June 1, 1992,
relating to $2,800,000 of County of Monroe
Industrial Development Bonds.*+
4.8 Letter of Credit Reimbursement Agreement, between
California Microwave, Inc. and Marine Midland
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Bank, N.A., dated as of June 1, 1992, relating to
$2,800,000 of County of Monroe Industrial
Development Bonds.*+
10.1 Employee Stock Purchase Plan, as amended through
September 1996.**+
10.2 Lease dated March 10, 1977, of the premises at 990
Almanor Avenue in Sunnyvale, California. (Exhibit
to the Company's Form 10-K for its fiscal year
ended June 30, 1994; incorporated herein by
reference.)+
10.3 1986 Stock Option Plan, as amended.** (Exhibit
to the Company's Form 10-K for its fiscal year
ended June 30, 1991; incorporated herein by
reference.)+
10.4 1988 Restricted Stock Plan.** (Exhibit to the
Company's Form 10-K for its fiscal year ended
June 30, 1994; incorporated herein by reference.)+
10.5 Lease of the property located at 2105 West Fifth,
Tempe, Arizona. (Exhibit to the Company's Form
10-K for its fiscal year ended June 30, 1991;
incorporated herein by reference.)+
10.6 Lease of the premises located at 20 Alpha Road,
Chelmsford, MA. (Exhibit to the Company's Form
10-K for the fiscal year ended June 30, 1992;
incorporated herein by reference.)+
10.7 Letter agreement with Philip F. Otto** dated
September 22, 1992. (Exhibit to the Company's
Form 10-K for its fiscal year ended June 30, 1992;
incorporated herein by reference.)+
10.8 Amendment to letter agreement with Philip F. Otto,
dated July 30, 1993.** (Exhibit to Company's Form
10-K for its fiscal year ended June 30, 1993;
incorporated herein by reference.)+
10.9 Lease of the property located at 55 Commerce
Drive, Hauppauge, N.Y. (Exhibit to this Company's
Form 10-K for its fiscal year ended June 30, 1993;
incorporated herein by reference).+
10.10 Shareholders' Agreement among California
Microwave, Inc., Cornix Systems, Harry F. Eustace,
Barbara Eustace, Garber International Associates
and Dr. F.V. Garber, dated March 8, 1994.
(Exhibit to the Company's Form 10-K for its fiscal
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year ended June 30, 1994; incorporated herein by
reference.)+
10.11 Amendment to letter agreement with Philip F. Otto,
dated August 15, 1994.** (Exhibit to the
Company's Form 10-K for its fiscal year ended
June 30, 1994; incorporated herein by reference.)+
10.12 Agreement and Plan of Reorganization of Merger,
dated as of January 31, 1995 among California
Microwave, Inc., CMI Acquisition Corporation and
Microwave Networks Incorporated ("Agreement and
Plan of Reorganization"; Exhibit to the Company's
Form 8-K dated February 13, 1995; incorporated
herein by reference.)+
10.13 First Amendment to Agreement and Plan of
Reorganization, dated April 28, 1995 (Exhibit to
the Company's Registration Statement on Form S-4,
Registration No. 33-57593, filed May 1, 1995;
incorporated herein by reference).+
10.14 Letter Agreement with Leon F. Blachowicz, dated
December 2, 1994.** (Exhibit to the Company's Form
10-K for its fiscal year ended June 30, 1995;
incorporated herein by reference).+
10.15 Letter Agreement with Carl Lee, dated November 10,
1995.**+
10.16 Letter Agreement with Dennis R. Raney dated
April 19, 1996.**+
10.17 Credit Agreement among California Microwave, Inc.,
Bank of America National Trust and Savings
Association, and other financial institutions,
dated as of December 31, 1995.+
10.18 First Amendment to Credit Agreement among
California Microwave, Inc., Bank of America
National Trust and Savings Association and other
financial institutions, dated as of June 14,
1996.+
10.19 Waiver and Second Amendment to Credit Agreement
among California Microwave, Inc., Bank of America
National Trust and Savings Association, and other
financial institutions, dated as of August 12,
1996.+
10.20 Lease of premises located at 2114 West 7th Street,
Tempe, Arizona.+
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10.21 Lease of premises known as Top Flight Airport on
Showalter Road, Washington County, Maryland.+
10.22 Lease of premises located at 4000 Greenbriar,
Stafford, Texas.+
10.23 Lease of premises located at 175 West Wall Street,
Glendale Heights, Illinois.+
10.24 1992 Stock Option Plan.** (Exhibit to the
Company's Form 10-K for its fiscal year ended
June 30, 1995; incorporated herein by reference).+
10.25 Lease dated October 27, 1989, of the premises at
171 Covington Drive, Bloomington, Illinois, with
First Amendment to Lease dated June 30, 1990, and
Second Amendment to Lease dated June 30, 1994.
(Exhibit to the Company Form 10-K/A for its fiscal
year ended June 30, 1995; incorporated herein by
reference).
10.26 Lease dated February 24, 1992, of the premises at
855 Mission Court, Fremont, California. (Exhibit
to the Company Form 10-K/A for its fiscal year
ended June 30, 1995; incorporated herein by
reference).
11 Computation of Per Share Earnings.+
13 Annual Report to Stockholders (pages incorporated
by reference).+
21 List of Subsidiaries.+
23 Consent of Ernst & Young LLP, Independent
Auditors.+
24 Powers of Attorney.+
27 Financial Data Schedule.+
________________________
* Registrant agrees to file such exhibits upon request by the
Commission.
** Compensatory plan or arrangement.
+ Previously filed.
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Exhibits are available from the Registrant upon request.
(b) Reports on Form 8-K
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Dated: March 19, 1997 CALIFORNIA MICROWAVE, INC.
By /s/ Gilbert F. Johnson
_____________________________
Gilbert F. Johnson, President
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf
of the registrant and in the capacities and on the date indicated.
/s/ Gilbert F. Johnson President March 19, 1997
______________________________ (principal executive officer)
GILBERT F. JOHNSON
/s/ George L. Spillane Chief Financial Officer March 19, 1997
______________________________ (principal financial and
GEORGE L. SPILLANE accounting officer)
/s/ David B. Leeson* Director March 19, 1997
______________________________
DAVID B. LEESON
/s/ Arthur H. Hausman* Director March 19, 1997
______________________________
ARTHUR H. HAUSMAN
/s/ Edward E. David, Jr.* Director March 19, 1997
______________________________
EDWARD E. DAVID, JR.
/s/ Alfred M. Gray* Director March 19, 1997
______________________________
ALFRED M. GRAY
/s/ J.J. Adorjan* Director March 19, 1997
______________________________
J.J. ADORJAN
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______________________________ Director March __, 1997
WILLIAM B. MARX, JR.
______________________________ Director March __, 1997
TERRY S. WARD
______________________________ Director March __, 1997
FREDERICK W. WHITRIDGE, JR.
*By /s/ George L. Spillane
_________________________
GEORGE L. SPILLANE
Attorney-in-Fact
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