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 25, 1996
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Adage, Inc.
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(Exact name of registrant as specified in its charter)
Pennsylvania 33-31797 04-2225121
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400 Willowbrook Lane, West Chester, Pa 19382
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Registrant's telephone number, including area code 610-430-3900
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(Former name or former address, if changed since last report.)
<PAGE>
ITEM 5 -- OTHER EVENTS
THE REGISTRANT ISSUED A PRESS RELEASE DATED JUNE 25, 1996 REPORTING
ADAGE, INC. TO DISTRIBUTE STOCK OF RELM COMMUNICATIONS, INC. 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
thereunto duly authorized.
ADAGE, INC.
/s/ ROBERT T. HOLLAND
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Robert T. Holland
Vice President - Finance
Date: June 25, 1996
EXHIBIT 1
[ ADAGE, INC. LOGO ]
400 Willowbrook Lane
West Chester, PA 19382
(610) 430-3900 FAX 431-9636
Summary: Adage, Inc. to distribute stock
of Relm Communications, Inc.
Company Contact: Donald F.U. Goebert
Chairman & President
Adage, Inc.
(610) 430-3900
FOR IMMEDIATE RELEASE:
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WEST CHESTER, PENNSYLVANIA, JUNE 25, 1996.... ADAGE, INC. (NASDAQ-ADGE);
The Board of Directors has tentatively approved a proposal to distribute to
Adage, Inc. shareholders, all of the common stock of its wholly owned
subsidiary, RELM Communications, Inc. Such a distribution would require the
approval of the shareholders, as well as other independent entities. A "private
letter" ruling from the Internal Revenue Service that the distribution is tax
free will be sought. The earliest that such a distribution could occur would be
in November, 1996.
RELM Communications, Inc. designs, manufactures and distributes land mobile
communications equipment and demand side management systems and products. Its
brand names include RELM, BK Radio, and Bendix/King. It expects sales for 1996
of $50,000,000 and improving earnings. Upon completion of the spin-off, it is
estimated that it would have total assets of $30,000,000 and an equity of
$20,000,000.
After the distribution, Adage, Inc. would continue to own the Fort Orange
Paper Company, Inc., a $25,000,000 business in the folding carton and paperboard
business. It would also own Allister Manufacturing, Inc., a $12,000,000 business
in garage door and gate openers. With the continuance of these businesses, the
gross sales of Adage, Inc. would be $37,000,000 with total assets of $27,000,000
and a net worth of $13,000,000.
It is the belief of management that the separation of the companies will
facilitate the growth of RELM Communications and better enable it to take
advantage of opportunities that are present in the wireless communications
field.
