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): February 18, 1994
COMSAT Corporation
(Exact name of Registrant as specified in Charter)
District of Columbia 1-4929 52-0781863
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(State or other juris- (Commission (IRS Employer
diction of incorporation File Number) Identification
Number)
6560 Rock Spring Drive, Bethesda, MD 20817
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(Address of principal executive offices) Zip Code
Registrant's telephone number, including area code (301) 214-3000
Communications Satellite Corporation
950 L'Enfant Plaza, S.W., Washington, D.C. 20024
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(Former name or former address, if changed since last report).
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Item 5. Other Events
Attached to this report as Exhibit 20, and incorporated by
reference in this item, is a joint Press Release of the
Corporation and Radiation Systems, Inc., distributed on February
18, 1994, describing purported shareholder class action lawsuits
filed in Nevada challenging the Corporation's definitive merger
agreement for the acquisition of Radiation Systems, Inc.
Item 7. Financial Statements and Exhibits
(c) Exhibits (listed according to the number assigned in
Item 601 of Regulation S-K).
Exhibit No. Description
20 Press Release dated February 18, 1994.
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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 hereunto duly authorized.
COMSAT Corporation
By: /s/ Allen E. Flower
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Allen E. Flower
Controller
Date: March 7, 1994
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EXHIBIT INDEX
Exhibit No. Description Page
20 Press Release dated February 18, 1994. 5
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Exhibit 20
February 18, 1994
RADIATION SYSTEMS AND COMSAT DECLARE PURPORTED SHAREHOLDER
LAWSUITS TO BE WITHOUT MERIT
STERLING, Va. and BETHESDA, Md. - Radiation Systems, Inc.
(NASDAQ: RADS) and COMSAT Corporation (NYSE:CQ) announced today
that two purported shareholder class-action lawsuits have been
filed in Nevada state court challenging the previously-announced
merger involving the two companies.
Plaintiffs in the lawsuits allege, among other things, that the
proposed merger consideration is unfair and inadequate. The
lawsuits seek, among other things, to enjoin the merger and, in
the event the merger is consummated, to recover damages.
Radiation Systems and COMSAT stated that the lawsuits are, in
their view, without merit and will be defended against
vigorously. As previously announced, it is anticipated that a
special meeting of Radiation Systems stockholders will be held in
the second quarter of 1994 to vote on approval of the merger.
Radiation Systems, Inc., designs, manufactures and installs a
broad range of antenna turnkey systems and components for radar,
air traffic control, tactical military, satellite communications,
wireless and other specialized uses throughout the world.
COMSAT Corporation is an international communications,
information and entertainment-distribution services company. It
provides voice, video and data services to customers worldwide by
fixed and mobile technologies and is the largest owner and user
of the global INTELSAT and Inmarsat communications satellite
networks. COMSAT Corporation also furnishes satellite systems
integration, wireless networks and technical consulting; offers
on-demand entertainment and information services to the
hospitality industry, and owns the NBA Denver Nuggets.
CONTACT:
Paul Jacobson COMSAT Corporation 301.214.3658
Mark D. Funston Radiation Systems, Inc. 703.450.5680
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