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 3, 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 jurisdic- (Commission (IRS Employer
tion 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.
(Former name or former address, if changed since last report).
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Item 2. Acquisition or Disposition of Assets
On June 3, 1994, the Corporation consummated the previously
announced merger (the "Merger") of Radiation Systems, Inc.
("RSi") into CTS America, Inc., a wholly owned subsidiary of the
Corporation, and the surviving corporation changed its name to
COMSAT RSI, Inc. ("COMSAT RSI"). The terms of the Merger and the
Agreement and Plan of Merger, dated as of January 30, 1994 (the
"Merger Agreement"), between the Corporation, CTS America, Inc.
and RSi are described more fully in the Corporation's
Registration Statement on Form S-4, Registration No. 33-53437 (as
amended and supplemented, the "Registration Statement"), with
respect to the shares of the Corporation's Common Stock, without
par value ("COMSAT Common Stock"), which were issued in the
Merger pursuant to the Merger Agreement. The Registration
Statement, including specifically the Proxy Statement/Prospectus
contained therein, is incorporated herein by reference.
The Merger was approved by RSi stockholders at a special
meeting on June 3, 1994. In the Merger, RSi stockholders will
receive .780 shares of COMSAT Common Stock (the "Conversion
Fraction") for each share of RSi Common Stock, par value $1.00
per share (the "RSi Common Stock"), issued and outstanding
immediately prior to the effective date of the Merger, other than
shares held by RSi, the Corporation or a subsidiary of RSi or of
the Corporation. Pursuant to the Merger Agreement, the
Conversion Fraction was 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 ending
five trading days prior to the closing date of the Merger;
provided, that the Conversion Fraction could not be less than
.638 and could not be more than .780, and that cash shall be paid
in lieu of fractional shares.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired
(1) The following financial statements of RSi are
incorporated by reference from the Registration
Statement:
Independent Auditors' Report
Consolidated Statements of Earnings for the years ended
June 30, 1993, 1992, 1991 (Audited)
Consolidated Statements of Financial Position as at
June 30, 1993 and 1992 (Audited)
Consolidated Statements of Cash Flows for the years
ended June 30, 1993, 1992, 1991 (Audited)
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Consolidated Statements of Stockholders' Equity for the
years ended June 30, 1993, 1992, 1991 (Audited)
Notes to Consolidated Financial Statements (Audited)
Quarterly Financial Information for the years ended
June 30, 1993 and 1992 (Unaudited)
(2) The following financial statements of RSi are
incorporated by reference from RSi's Quarterly Report
on Form 10-Q for the quarter ended March 31, 1994.
Condensed Consolidated Balance Sheet as at March 31,
1994 (Unaudited)
Condensed Consolidated Statements of Earnings for the
three months and nine months ended March 31, 1994
(Unaudited)
Condensed Consolidated Statements of Cash Flows for the
three months and nine months ended March 31, 1994
(Unaudited)
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(b) Pro Forma Financial Information
(1) The following pro forma financial statements of the
Corporation and RSi giving effect to the Merger under
the pooling of interests method of accounting are
incorporated by reference from the Registration
Statement:
Pro Forma Combined Condensed Balance Sheet as at
December 31, 1993 (Unaudited)
Pro Forma Combined Condensed Income Statements for the
years ended December 31, 1993, 1992 and 1991
(Unaudited)
Notes to Pro Forma Combined Condensed Financial
Statements (Unaudited)
(2) As permitted by Item 7.(b)(2) of Form 8-K, because it
is impracticable to provide the additional required pro
forma financial statements at the time of filing this
Form 8-K, such statements will be filed on an amendment
to this Form 8-K as soon as practicable, but not later
than August 19, 1994, which is the date 60 days after
the Form 8-K reporting the Merger must be filed.
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(c) Exhibits (listed according to the number assigned in
Item 601 of Regulation S-K).
Exhibit No. Description
20 Press Release dated June 3, 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: June 8, 1994
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EXHIBIT INDEX
Exhibit No. Description Page
20 Press Release dated June 3, 1994. 7
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Exhibit 20
June 3, 1994
For immediate release
COMSAT, RADIATION SYSTEMS, INC. CLOSE ON MERGER
-- New Business Unit to be Called COMSAT RSI --
BETHESDA, Md. -- COMSAT Corporation (NYSE:CQ) today announced
the closing of the acquisition of Radiation Systems, Inc.
(NASDAQ:RADS) following approval of the COMSAT-RSi merger
agreement by RSi stockholders at a special meeting in Sterling,
Va.
The merger combines RSi, the Sterling, Va.-based designer,
manufacturer and integrator of satellite earth stations, advanced
antennas and other turnkey systems for telecommunications, radar,
air traffic control and military uses, with COMSAT's existing
systems integration business, COMSAT Technology Services (CTS).
The new business unit is called COMSAT RSI. The merger will be
treated as a pooling of interest for accounting purposes.
"We're very pleased that RSi stockholders have approved this
merger and we welcome them as new COMSAT shareholders," said
Bruce L. Crockett, president and CEO of COMSAT. "This merger
allows us to take advantage of the core competencies of both
companies and makes COMSAT an even stronger player in the
development of sophisticated wireless communications services for
our customers."
Richard E. Thomas, former president and CEO of RSi and the new
president of COMSAT RSI, said the new business unit plans to
"aggressively pursue emerging opportunities around the world by
combining RSi's business experience, manufacturing skills and
antenna know-how with COMSAT's reputation and expertise in the
international telecommunications marketplace."
(more)
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COMSAT-RSi MERGER -- page two 6/3/94
As part of the merger agreement, each share of Radiation
Systems' common stock was converted into 0.780 shares of COMSAT
common stock. 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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CONTACT:
Joe Tomkowicz, COMSAT media relations (301) 214-3658
Michael Troiano, COMSAT investor relations (301) 214-3244
Mark Funston, COMSAT RSI (703) 450-5680
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