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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): October 6, 1998
Megadata Corp.
(Exact name of registrant as specified in its charter)
New York 000-07642 112208938
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
35 Orville Drive, Bohemia, New York 11716-2598
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (516) 589-6800
(Former name or former address, if changed since last report.)
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Item 5. Other.
On October 6, 1998, Megadata Corp. (the "Company") issued a Press Release,
attached hereto as Exhibit 1, to announce certain changes in management, the
establishment of reserves and a focus on programs designed to increase sales
growth and profitability.
Yitzhak N. Bachana resigned as President and Chief Executive Officer and
will be replaced by G.S. Beckwith Gilbert, the Company's Chairman of the Board
and its largest shareholder. Mr. Bachana will remain a Director and a consultant
to the Company. In addition, John R. Keller was promoted to Executive Vice
President; Dr. James A. Cole was promoted to Senior Vice President, Research &
Development; James T. Barry was elected Vice President, Marketing; and Herbert
Shaver was elected Controller.
The Company will focus its attention primarily on its PASSUR line of
passive radar systems used for flight tracking and noise monitoring purposes by
26 airports worldwide and one of the world's largest airlines. Sales and
marketing expenses related to the PASSUR product line will be increased
significantly, beginning in the fourth quarter of the current fiscal year, as
part of a program designed to increase PASSUR sales substantially.
The Company will also establish a reserve to cover idle plant costs,
obsolete and slow moving inventory, and other related expenses totaling
approximately $400,000 for its fiscal year ending October 31, 1998. The Company
had a loss of $202,000, or $0,08 per share, for its nine months ending July 31,
1998, and does not expect to be profitable in its fiscal year ending October 31,
1998. Revenues for the nine months ended July 31, 1998 were $893,000.
Item 7. Financial Statements and Exhibits
Item 601(a)
of Regulation S-K
Exhibit No. Description
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(EX-99) Press Release
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on behalf of the Registrant
by the undersigned thereunto duly authorized.
MEGADATA CORP.
By: /s/ G. S. Beckwith Gilbert
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G.S. Beckwith Gilbert
President and Chief Executive Officer
Date: October 9, 1998
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INDEX TO EXHIBITS
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Item 601(a)
of Regulation S-K
Exhibit No. Description
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(EX-99) Press Release
[Letterhead Megadata Corp.]
MEGADATA Announces Management Changes, Year-end Reserves, and Programs Designed
to Increase Sales Growth and Profitability
October 6, 1998
MEGADATA Corporation (MDTA) announced that Yitzhak N. Bachana, 65, resigned as
President and Chief Executive Officer after 18 years of service. He will remain
a Director and a consultant to the Company.
G.S. Beckwith Gilbert, 56, Chairman of the Board and the Company's largest
shareholder, will assume the additional duties of President and Chief Executive
Officer. Mr. Gilbert is also President and CEO of Field Point Capital Management
Company, a merchant banking firm.
The Board announced several other promotions and executive changes. John R.
Keller was promoted to Executive Vice President and Dr. James A. Cole was
elevated to Senior Vice President, Research & Development. James T. Barry was
elected Vice President, Marketing. Mr. Barry was previously Vice President,
Marketing, of DIANON Systems, Inc., a cancer-testing laboratory in Stratford,
Connecticut. Mr. Barry is also a Vice President of Field Point Capital
Management Company. Herbert Shaver was elected Controller. Mr. Shaver was
previously Vice President and Controller of Datatab, Inc., a computer service
bureau in New York City.
Mr. Gilbert announced that the Company will focus its attention primarily on its
PASSUR line of passive radar systems used for flight tracking and noise
monitoring purposes by 26 airports worldwide and one of the world's largest
airlines.
Sales and marketing expenses related to the PASSUR product line will be
increased significantly, beginning in the fourth quarter of the current fiscal
year, as part of a program designed to increase PASSUR sales substantially.
MEGADATA will move its corporate headquarters and national sales office to
Greenwich, Connecticut. It will offer for sale its building in Bohemia, New York
and will move its manufacturing and R&D facility to a more modem location in the
same area.
The Company will also establish a reserve to cover idle plant costs, obsolete
and slow moving inventory, and other related expenses totaling approximately
$400,000 for its fiscal year ending October 31, 1998. The Company had a loss of
$ 202,000 or $0.08 per share, for its nine months ending July 31, 1998, and does
not expect to be profitable in its fiscal year ending October 31, 1998. Revenues
for the nine months ended July 31, 1998 were $893,000.
MEGADATA designs and manufactures specialized computer equipment with
applications in the aviation and communication industries. Its product line
includes: PASSUR (Passive Secondary Surveillance Radar) systems which monitor
air traffic in real time; SA9600 Wireless Radio Modems; MURS, ALCX, and RESNET
airline reservation access systems; as well as customized hardware and software
which enable the company's products to fit its customers' specific requirements.
The PASSUR System was used to assist the FBI and NTSB in the TWA Flight 800
investigation.
The forward-looking statements in this news release relating to management's
expectations and beliefs are based on preliminary information and management
assumptions. Such forward-looking statements are subject to a wide range of
risks and uncertainties that could cause results to differ in material respects,
including those related to customer needs, budgetary constraints, competitive
pressures, the Company's maintenance of above average quality of its product and
services, as well as potential regulatory changes. Further information regarding
factors that could affect the Company's results is contained in the Company's
SEC filings, including this year's Form 10-K.
For further information contact Herbert Shaver at (516) 589-6800.
