COMARCO INC
8-K, 1999-07-22
ENGINEERING SERVICES
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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 Act of 1934



        Date of Report (date of earliest event reported)   July 7, 1999



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


                                   CALIFORNIA
                 (state or other jurisdiction of incorporation)



       0-5449                                           95-2088894
(commission File Number)                   (IRS Employer Identification Number)


       1551 N. Tustin Avenue, Suite 840, Santa Ana, California      92705
        (Address of principal executive offices)                  (Zip Code)




       Registrant's telephone number, including area code (714) 796-1808





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



Item 5. Other Events.



     There is incorporated  herein by reference  to Exhibit 99.1 hereto, a press
release of registrant released on July 7, 1999



Item 7. Financial Statements and Exhibits



         (c) Exhibits




             99.1
             Press release dated July 7, 1999




                                   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 hereunto duly authorized.


                                                            COMARCO, Inc.




Dated: July 22, 1999
                                   By:  Thomas P. Baird
                                        Vice President, Chief Financial Officer


                                  Exhibit 99.1

July 7, 1999

                        COMARCO ANNOUNCES PLAN TO ENHANCE
                     SHAREHOLDER VALUE; TO BECOME PURE PLAY
                     WIRELESS COMMUNICATIONS PRODUCT COMPANY

          SELECTS QUARTERDECK INVESTMENT PARTNERS TO SELL NON-WIRELESS
                               SERVICES BUSINESSES

Santa Ana,  California  (July 7,  1999) - COMARCO,  Inc.  (NASDAQ:  CMRO)  today
announced  plans aimed at  strengthening  the  Company's  focus in the  wireless
communications  sector.  COMARCO has retained  Quarterdeck  Investment Partners,
Inc. as its financial advisor to sell the Company's  engineering and information
technology,  management  and  staffing  services  business.  These  non-wireless
business units had revenues of $58 million in the company's  latest fiscal year.
COMARCO will use the proceeds from any sale to invest in growth  initiatives for
its core wireless communications business.

Don M. Bailey,  Chairman and Chief Executive  Officer of COMARCO,  stated,  "Our
high-growth wireless  communications  business represents the cornerstone of the
Company's  future. We believe this decision to heighten our  competitiveness  in
our most  dynamic  business  segment  will create a stronger,  more  streamlined
company. As a pure play wireless  communications  company,  COMARCO will be well
positioned to capitalize on the tremendous growth potential in that sector.

"We  selected  Quarterdeck  for this  critical  assignment  because they are the
leading  investment bank in the merger,  acquisition and divestiture  market for
government  professional services and information  technology  businesses.  They
have been  involved  in more  than 20  transactions  of this  nature in the last
year," concluded Mr. Bailey.

Jon Kutler,  President of Quarterdeck,  commented,  "The financial community has
consistently  placed  a  premium  on  companies  with  a well  defined  business
strategy. COMARCO has already established an excellent track record of growth in
the wireless  communications  industry. By capitalizing on the attractive market
window that exists for its services business and positioning itself as a focused
growth company in the dynamic wireless  communications sector, COMARCO stands to
reap significant rewards for its shareholders."

A California corporation whose common stock has been publicly traded since 1971,
COMARCO provides wireless  communications  products,  as well as engineering and
information  technology,  management  and staffing  services,  to the public and
private sectors. With nearly 800 employees in 15 states and 4 foreign countries,
COMARCO  generated $92 million in revenues for the fiscal year ended January 31,
1999.

Quarterdeck,  a leading  international  investment  banking firm with offices in
Washington,  DC and Los Angeles, focuses exclusively on servicing clients in the
aerospace, defense, government services, and information technology industries.

Except for historical  information  contained  herein,  the matters set forth in
this news release are forward-looking  statements that involve certain risks and
uncertainties that could cause actual results to differ materially from those in
the forward-looking  statements.  Potential risks and uncertainties include such
factors  such as the  level of sales of the  company's  wireless  communications
products, timely and cost-effective product development,  foreign marketing, the
level of  competition  for the company's  products and  services,  the company's
ability to meet contractual  commitments with its customers,  and the ability to
meet the technical requirements of its customers. Investors are also directed to
consider  a more  detailed  description  of risks and  uncertainties  facing the
company discussed in documents filed by the company with the SEC.


For further  information contact Don Bailey at (714) 796-1800 or the Shareholder
Information Office at (714) 796-1818. Our web sites can be found at www.cmro.com
or www.comarco.com .

To contact  Quarterdeck  Investment  Partners,  call Jon Kutler or John Allen at
310-788-5573.



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