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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: December 10, 1998
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(Date of Earliest Event Reported)
COMMUNICATIONS SYSTEMS, INC.
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(Exact name of registrant as specified in its charter)
Minnesota 0-10355 41-0957999
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(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: (320) 848-6231
Total Pages (2)
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COMMUNICATIONS SYSTEMS, INC.
FORM 8-K
Items 1 - 4. Not Applicable.
Item 5. Other Events.
On December 10, 1998, Communications Systems, Inc. (the "Company" or "CSI")
purchased all of the outstanding common shares of Transition Networks, Inc.
("Transition") from ENStar, Inc. in a cash transaction. Based in Eden Prairie,
Minnesota, Transition manufactures a broad range of media networking products,
including media/mode conversion products, rate conversion products and
supporting products.
For the fiscal year ended December 31, 1997, Transition had sales of $17
million. Sales for 1998 are expected to approximate $24 million. Gross margin
percentage on sales is estimated to be 41% for 1998 compared to 42% in 1997.
CSI believes the acquisition of Transition will give the Company access to new
markets. Transition's products enable media networks to move information between
fiber and copper based platforms. Together with CSI's existing copper wire and
fiber technologies, CSI believes Transition will enable the Company to offer an
expanded range of connecting and cabling solutions to its customers.
The consideration paid by CSI to ENStar consisted of $8.9 million cash. The
Company has financed the acquisition through a line of credit arrangement with
U.S. Bank.
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 /S/Paul N. Hanson
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Paul N. Hanson
Vice President and
Chief Financial Officer
December 10, 1998
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