ADAGE INC
8-K, 1996-08-28
ELECTRONIC & OTHER ELECTRICAL EQUIPMENT (NO COMPUTER EQUIP)
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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



Date of Report (Date of earliest event reported)    August 19, 1996
                                                  -------------------



                                   Adage, Inc.
- -------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)




  Pennsylvania                       33-31797                       04-2225121
  ------------                       --------                       ----------


                  400 Willowbrook Lane, West Chester, Pa 19382
- -------------------------------------------------------------------------------



        Registrant's telephone number, including area code 610-430-3900
                                                           ------------



- -------------------------------------------------------------------------------
         (Former name or former address, if changed since last report.)


<PAGE>





ITEM 5 - OTHER EVENTS

THE REGISTRANT ISSUED A PRESS RELEASE DATED AUGUST 19, 1996 SECOND QUARTER 1996
EARNINGS. THE PRESS RELEASE IS APPENDED AS EXHIBIT 1.


<PAGE>


Pursuant to the requirements of securities Exchange Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the undersigned there
unto duly authorized.


                                                     ADAGE, INC.




                                                     /s/Robert T. Holland
                                                     --------------------------
                                                     Robert T. Holland
                                                     Vice President - Finance


Date: August 22, 1996


<PAGE>




                                    EXHIBIT 1

ADAGE, INC.                         Summary:          Adage, Inc. (NASDAQ)
400 Willowbrook Lane                                  Improves profitability;
West Chester, PA 19382                                strengthens management.
(610) 430-3900 FAX 431-9636
                                    Company Contact:
                                                      Donald F.U. Goebert
                                                      Chairman & President
                                                      Adage, Inc.
                                                      (610) 430-3900

FOR IMMEDIATE RELEASE:

         WEST CHESTER, PENNSYLVANIA, August 19, 1996 -- ADAGE, INC.
(NASDAQ:ADGE), today announced improved profitability for the second quarter and
six-months periods which ended June 30, 1996.

         Net income for the second quarter increased to $75,000 or $.01 per
share compared to a loss from continuing operations of ($47,000) or ($.01) per
share for the same quarter in the prior year. For the first half, net income
grew to $277,000 or $.05 per share, as compared to a loss from continuing
operations for the first half of 1995 of ($301,000) or ($.06) per share.

         This improved profitability was generated by the Company's wireless
communications equipment subsidiary, RELM Communications, which accounts for
over half of the Company's revenues. In addition to a first half sales increase
of almost $800,000, RELM, as the result of increased manufacturing efficiencies,
reduced its cost of sales by 2% when comparing the first half of 1996 to the
first half of 1995.

         The Company is strongly committed to expanding its position in the
wireless communication equipment market. RELM has recently announced the
appointment of a Chief Scientist, John S. Gregory, whose mission is to maximize
the technology transfers inherent in the Company's strategic


<PAGE>


alliances with Motorola, Tadiran Ltd. of Israel and Stanilite
Electronics of Australia, and to spearhead the Company's continued
development of digital wireless communication equipment.  RELM also is
introducing new wireless communication products to complement its
existing product line.
         Revenues for the second quarter and first half were $19,064,000 and
$40,466,000 respectively, as compared to $22,606,000 and $42,873,000 for the
same periods in 1995. These revenue shortfalls were largely the result of both
decreased volume and price reductions at Ft. Orange Paper, the Company's
paperboard manufacturing subsidiary. However, raw material cost reductions kept
pace with these declines, largely offsetting their imparts on profitability.
         Adage, Inc. is a producer of wireless communications and
electronics products and also has interest in paperboard manufacturing.
                                                   

<PAGE>

                                   ADAGE, INC.

                          Condensed Financial Statement

                                   (Unaudited)

                     ($000 Omitted - Except Per Share Data)



                                          2ND QUARTER ENDED
                                              June 30,
                                        1996             1995
                                      -------          -------
Sales                                 $19,064          $22,606
                                      =======          =======
Cost of Sales                         $14,790          $18,298
                                      =======          =======
Net Income (Loss) from         
 Continuing Operations                $    75          $   (47)
                                      =======          =======
Net Income                            $    75          $   402
                                      =======          =======
Per Share                      
 Continuing Operations                $   .01          $  (.01)
 Discontinued Operations              $    --          $   .09
                                      -------          -------
 Net Income                           $   .01          $   .08
                                      =======          =======
Weighted Average Common        
 Shares Outstanding                 5,123,445        5,098,595
                                    =========      ===========
                         


                                         SIX MONTHS  ENDED
                                              June 30,
                                        1996             1995
                                      -------          -------
Sales                                 $40,466          $42,873
                                      =======          =======
Cost of Sales                         $31,261          $34,705
                                      =======          =======
Net Income (Loss) from
 Continuing Operations                $   277          $  (301)
                                      =======          =======
Net Income                            $   277          $   524
                                      =======          =======
Per Share
 Continuing Operations                $   .05          $  (.06)
 Discontinued Operations              $     -          $   .16
                                      -------          -------
 Net Income                           $   .05          $   .10
                                      =======          =======
Weighted Average Common
 Shares Outstanding                 5,123,445        5,098,595
                                    =========        =========


<PAGE>


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