COMMUNICATIONS SYSTEMS INC
8-K, 1996-01-05
TELEPHONE & TELEGRAPH APPARATUS
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                                  UNITED STATES
                       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: January 5, 1996
                        (Date of Earliest Event Reported)

                          COMMUNICATIONS SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)

   Minnesota                       0-10355                      41-0957999
(State or other jurisdiction  (Commission File               (Federal Employer
of Incorporation)                   Number)                 Identification No.)

                              213 South Main Street
                                Hector, MN 55342
                    (Address of principal executive offices)

      Registrant's telephone number, including area code: (612) 848-6231

                                 Total Pages (2)

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<PAGE>


                          COMMUNICATIONS SYSTEMS, INC.
                                    FORM 8-K

Items 1 - 4  Not Applicable.
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Item 5.  Other Events.

On  January 4, 1996,  Communications  Systems,  Inc.  (the  "Company"  or "CSI")
completed the acquisition of Automatic Tool and Connector Co., Inc. ("ATC") in a
stock purchase  transaction.  Based in Union, New Jersey,  ATC manufactures high
performance  fiber  optic and RF  connectors,  interconnect  devices and coaxial
cable assemblies for the telecommunications,  medical, electronics, computer and
other markets.

For the fiscal year ended April 30,  1995,  ATC had sales of $3.2  million.  Its
gross  margins  are  comparable  to those of CSI's  domestic  telecommunications
business.

ATC's  flagship  product  line is the Quick Term  fiber  optic  connector.  This
patented  product   significantly   reduces  the  installation  time  and  costs
associated  with  making  fiber  optic  connections.  Conventional  fiber  optic
connecting  devices  require a curing process of  approximately  20 minutes.  By
eliminating  the need for a curing  oven,  ATC's Quick Term  technology  reduces
field installation time to approximately two minutes per connection.

CSI believes the  acquisition  of ATC will round out the Company's  offerings of
key  telecommunications  technologies.  Together with CSI's existing copper wire
technology,  CSI believes ATC will enable the Company to offer an expanded range
of connecting and cabling solutions to its customers.

The consideration paid by CSI to stockholders of ATC consisted primarily of $1.2
million cash and 112,676  shares of CSI common  stock.  In  connection  with the
acquisition,  ATC's  President and CEO, Alvin  Chaiken,  entered into a one year
employment agreement.

Items 6 - 8  Not Applicable.
- ----------------------------

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.

                                                  COMMUNICATIONS SYSTEMS, INC.

                                                     By Paul N. Hanson
                                                        Paul N. Hanson
                                                        Vice President and
                                                        Chief Financial Officer
January 5, 1996



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