U.S. 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
Date of Report
(Date of earliest event reported) June 27, 1997
ASTROCOM CORPORATION
(Exact name of small business issuer as specified in its charter)
COMMISSION FILE NUMBER 0-8482
MINNESOTA 41-0946755
(State or other jurisdiction (I.R.S. Employer Ident. No.)
of incorporation or organization)
2700 SUMMER STREET N.E. 55413-2820
MINNEAPOLIS, MINNESOTA (zip code)
(Address of principal executive office)
(612) 378-7800
(Issuer's telephone number)
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ITEM 5 OTHER EVENTS
A: On June 27, 1997, registrant issued the following press release through
normal channels:
"Minneapolis, MN (June 27, 1997) -- Astrocom Corporation (ATCC Electronic
BB), today reported the preliminary results of the review of its financial
records. At May 31, 1997, the balance sheet reflected a cash position of
$535,474, accounts receivable of $418,487, inventory of $527,503, and current
liabilities of $1,691,260. At May 31, the Company's working capital was
($182,000). For the five months ended May 31, 1997, the Company recorded a loss
of $1,849,651, including approximately $320,000 in write-downs and write-offs
of assets. The special unaudited financial statements as of May 31, 1997, were
prepared by outside accounting personnel, at the direction of the special
committee of Astrocom's outside directors which was formed on May 22, 1997, to
investigate possible accounting irregularities relating to the Company's
financial statements for the quarter ended on March 31, 1997. The Company
expects to file an amended Quarterly Report Form 10-QSB for the period
ended March 31, 1997, as soon as the revised March 31 figures are available.
The Company also announced today that Fidelity Bank has extended its
asset based lending relationship with Astrocom through July 31, 1997.
Astrocom also announced that Ronald B. Thomas was elected Chief
Executive Officer of the Company, effective June 27, 1997. Mr. Thomas
was also elected as a director of the Company, to fill the position
vacated by Raymond F. Good who retired as a director. Mr. Thomas was a
founder of Ciprico, Inc., and served as chairman, chief executive
officer, and president until 1987. He continues to serve as a member of
Ciprico's Board of Directors. S. Albert D. Hanser resigned as CEO and will
remain as Chairman of the Board of the Astrocom.
Astrocom Corporation develops, manufactures, markets, and services
electronic devices which address key areas of wide area data, voice, and video
communications networks. The Company's common stock is traded in the O-T-C
market under the symbol ATCC.
B. On July 1, 1997, registrant issued the following press release through
normal channels:
"Minneapolis, MN (July 1, 1997) Astrocom Corporation (ATCC Electronic
BB), today announced that T.J. Carter has resigned as an officer and
employee of the Company. Ronald B. Thomas, recently appointed Chief
Executive Officer, will assume the additional duties of President, the
position vacated by Mr. Carter's departure.
"We are extremely disappointed in Mr. Carter's decision to leave,"
Thomas said. Mr. Carter will be pursuing other opportunities, including the
possible formation of a separate company to develop the port extender
technology, in which Astrocom may retain an interest. In a related action,
four engineering positions were eliminated. The engineers who had filled
these positions may also be involved in any venture formed to continue the
port extender development project.
Astrocom delivers premium voice and data access products that enable
service providers to minimize their capital costs, more effectively
acquire customers, and provide superior response to their end-users.
(Astrocom CSU/DSUs enable wide area networking applications such as
Internet service, corporate internetworking, telemedicine, video
conferencing, and other high-bandwidth applications.) For more information,
contact Ronald B. Thomas at 612/378-7800, visit the Company's comprehensive
website at www.astrocorp.com, or send email to [email protected].
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SIGNATURES
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 thereunto duly authorized.
Dated: July 2, 1997 ASTROCOM CORPORATION
(Registrant)
By:S. Albert D. Hanser
S. Albert D. Hanser,
Chairman of the Board
