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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 14, 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 AREA CODE): 415/596-9000
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Item 5. Other Events.
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On January 14, 1997, California Microwave, Inc. (the
"Company") issued the press release attached as Exhibit 99.1 hereto, announcing
that it is rescheduling its fiscal 1997 second quarter results release pending
a comprehensive business review and that substantial writedowns are expected in
the fiscal 1997 second and third quarters.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits
99.1 Press Release of California Microwave, Inc. dated
January 14, 1997.
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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
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Name: George L. Spillane
Title: Vice President and
Secretary
Dated: January 15, 1997
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit
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<S> <C>
99.1 Press Release of California Microwave,
Inc. dated January 14, 1997.
</TABLE>
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Exhibit 99.1
CALIFORNIA MICROWAVE, INC.
555 Twin Dolphin Drive
Redwood City, CA 94065 USA
(415) 596-9000 Fax: (415) 596-6600
___________________________________________
FOR IMMEDIATE RELEASE PRESS RELEASE
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January 14, 1997
CALIFORNIA MICROWAVE RESCHEDULES SECOND-QUARTER
RESULTS RELEASE PENDING BUSINESS REVIEW
Redwood City, California - CALIFORNIA MICROWAVE, INC. (CMIC-Nasdaq) announced
today that it is conducting a comprehensive business review whose timing
dictates rescheduling the results announcement for its fiscal 1997 second
quarter ended December 31, 1996. It further announced that absent any
inventory or other adjustments that arise out of this review, operations for
the second quarter would be profitable. The second-quarter results, scheduled
to be released on January 15, are expected to be released on February 12, 1997,
just prior to the filing of the company's Form 10-Q report.
In October, the company appointed Gilbert F. Johnson president, and in
December, named Dr. David B. Leeson chairman. Dr. Leeson said, "In the past
month, we've drawn together the corporate and business unit managers to assess
each business unit and develop a new operations plan. The replanning process
focuses on improving the operating performance of the Microwave Network Systems
division and our satellite communications businesses, as well as reducing
corporate and group expenses. Objectives include establishing appropriate
goals for all business units and developing a solid operating plan for company
profitability."
This review of businesses, assets and facilities spans both the second and
third quarters, and is expected to result in substantial writedowns in these
two quarters. Rescheduling the second quarter results announcement was needed
to allow management and the board of directors time to complete their review.
The company has retained J. P. Morgan to aid in this review.
Dr. Leeson concluded, "Most of our units are already consistently profitable.
The board and the entire management are working together to bring all our
operations up to that level. We're making progress and we believe the outcome
will benefit our shareholders."
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California Microwave, Inc. is a leading U. S. supplier of satellite earth
station and microwave radio infrastructure products, installed in more than 110
countries.
Statements made in this press release that are not historical facts, including
any statements about expectations for the second quarter of fiscal year 1997,
involve certain risks and uncertainties. Factors that could cause the
company's actual results to differ materially from management's projections,
estimates and expectations include the factors described in the company's Form
10-K annual report for its fiscal year ended June 30, 1996.
For Further Information Contact:
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Stephanie M. Day
Vice President - Corporate Communications
(415) 596-6629
Investor Information Line
(Toll-free) 1-800-225-6789
http://www.calmike.com
Deborah Passik
William Dunk Partners Inc.
(919) 929-4100
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