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
July 28, 1995
COMPUDYNE CORPORATION
(Exact name of registrant as specified in its charter)
PENNSYLVANIA
(State or other jurisdiction of incorporation)
1-4245 23-1408659
(Commission File Number) (IRS Employer Identification
No.)
90 State House Square
Hartford, Connecticut
06103-3720
(Address of principal executive office) (Zip
Code)
Registrant's telephone number, including area code
(203) 247-7611<PAGE>
ITEM 5. OTHER EVENTS
On July 25, 1995, the Board of Directors of CompuDyne Corporation approved in
principle the
acquisition of MicroAssembly Systems, Inc. It is contemplated that CompuDyne
will issue
1,260,460 shares of a newly created class of convertible preferred stock to the
shareholders of
MicroAssembly, convertible share for share into CompuDyne Common Stock.
The shareholders of MicroAssembly have also agreed to purchase a ten-year
$400,000 convertible
debenture from CompuDyne. the debenture will be convertible into CompuDyne
Common Stock.
The funds from the sale of the debenture will be used for working capital
purposes at
CompuDyne.
It is also expected that CompuDyne will sell its Suntec division to Norman
Silberdick, Chairman
and Chief Executive Officer of CompuDyne, who will resign those positions
coincident with the
signing of a definitive acquisition agreement. Martin Roenigk, Chairman of
MicroAssembly, will
be appointed by the Board of Directors of CompuDyne to succeed Silberdick as
Chairman and
CEO of CompuDyne. The number of directors on the CompuDyne Board will remain
unchanged,
but Roenigk will have the right to appoint the majority of itsw members to
service until the next
annual meeting of shareholders. Under the anticipated terms of the Suntec sale
agreement, it is
expected that CompuDyne will retain a 2% royalty on Suntec's future revenues.
The acquisition and financing is expected to be completed by the end of August
1995.
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.
COMPUDYNE CORPORATION
Date: July 28, 1995 By:/s/ Norman Silberdick
Norman Silberdick
President and Chief Executive Officer
