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): May 26, 1994
COMSAT Corporation
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(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
Not applicable.
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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 Press Release of the Corporation,
distributed on May 26, 1994, announcing the fraction of a share
of the Corporation's common stock expected to be exchanged for a
share of common stock of Radiation Systems, Inc. ("RSi") if the
Corporation's acquisition of RSi is approved by RSi stockholders
at a special meeting on June 3, 1994.
Item 7. Financial Statements and Exhibits
(c) Exhibits (listed according to the number assigned in
Item 601 of Regulation S-K).
Exhibit No. Description
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20 Press Release dated May 26, 1994.
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<PAGE> 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: May 27, 1994
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EXHIBIT INDEX
Exhibit No. Description Page
20 Press Release dated May 26, 1994. 5
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EXHIBIT 20
NEWS RELEASE FROM: COMSAT Corporation
6560 Rock Spring Drive
Bethesda, MD 20817
PHONE: 301 214 3658
FAX: 301 214 7130
DATE: May 26, 1994
COMSAT, RADIATION SYSTEMS, INC. ANNOUNCE
CONVERSION FRACTION FOR SHARES OF RSi
BETHESDA, Md. and STERLING, Va. -- COMSAT Corporation
(NYSE:CQ) and Radiation Systems, Inc. (NASDAQ:RADS) announced today
that if COMSAT's acquisition of RSi is approved by stockholders of RSi at
a special meeting June 3, then each share of Radiation Systems common stock
outstanding on that day will be converted into 0.780 shares of COMSAT
common stock.
According to the COMSAT-RSi merger agreement, a share of RSi
common stock -- upon the consummation of the merger -- will be converted
into a fraction of a share of COMSAT common stock determined by dividing
$18.25 by the average closing price of COMSAT common stock on the New York
Stock Exchange composite tape during the 20 trading days that ended today.
However, the merger agreement provides that in no event would a share of RSi
common stock be converted into less than 0.638 or more than 0.780 shares of
COMSAT common stock.
The average closing price of a share of COMSAT common stock during
the 20 trading days that ended today (May 26), five business days before the
RSi stockholders meeting, is $22.29. Because $18.25 divided by the average
price is greater than 0.780, the conversion fraction will be 0.780.
(more)
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CONVERSION -- page two 5/26/94
As previously announced, COMSAT and RSi intend to close the merger
on June 3 if it is approved by RSi stockholders and all other conditions
are satisfied. The special meeting of RSi stockholders will be held at
the Holiday Inn Washington-Dulles in Sterling, Va., at 10 a.m.
Radiation Systems, Inc. designs, manufactures and installs a broad
range of antenna turnkey systems and components for radarm, 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.
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COMSAT CONTACTS:
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Joe Tomkowicz News Media
COMSAT Corporation (301) 214-3658
Mike Troiano Investor Relations
COMSAT Corporation (301) 214-3244
Mark Funston Radiation Systems, Inc. (703) 450-5680
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