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 earliest event reported: August 21, 1998
GENERAL MICROWAVE CORPORATION
(Exact name of registrant as specified in its charter)
New York 1-8821 11-1956350
(State or other juris- (Commission (IRS Employer
diction of incorporation) File Number) Identification No.)
5500 New Horizons Boulevard, Amityville, New York 11701
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code 516-226-8900
N/A
(Former name or former address, if changed since last report.)
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Item 1. Changes in Control of Registrant.
See Item 5 - Other Events of this report. The agreement
and events
reported therein might be deemed to constitute a change of control
of Registrant
and the consummation of the transactions contemplated by said
agreement would
constitute a change in control of Registrant.
Item 5. Other Events.
On August 21, 1998, General Microwave Corporation entered
into an
Agreement and Plan of Merger dated as of August 21, 1998 by and
among General
Microwave Corp., Eleven General Microwave Corp. Shareholders, GMC
Acquisition
Corporation and Herley Industries, Inc. The agreement contemplates
the merger of
General Microwave Corporation into a wholly-owned subsidiary of
Herley Industries,
Inc. for $18.00 per issued and outstanding share of stock of
General Microwave
Corporation in cash and a three year warrant to purchase one share
of common stock
of Herley Industries, Inc. for each outstanding share of General
Microwave
Corporation stock. The warrants will be exercisable at $14.40 per
share through
January 11, 1999, and thereafter at $15.60 per share until
expiration. In
accordance with the agreement, holders of outstanding options to
purchase General
Microwave Corporation stock will receive the difference between the
exercise price
per share of General Microwave Corporation stock and the warrant
described above
for one share of common stock of Herley Industries, Inc. for each
share subject
to a General Microwave Corporation stock option. Contemporaneously
with the entry
by General Microwave Corporation into the foregoing agreement, the
holders of
approximately 30% of General Microwave Corporation's outstanding
common stock
delivered irrevocable proxies to vote their shares for the merger
to Herley
Industries, Inc.
The transaction is subject to the approval of the
stockholders of
General Microwave Corporation and Herley Industries, Inc. and
customary closing
conditions.
Forward-Looking Information
Certain statements made in this report may constitute
"forward-looking
statements" within the meaning of the Private Securities Litigation
Reform Act of
1995. Such forward-looking statements involve known and unknown
risks,
uncertainties and other factors which may cause the actual events
to be materially
different from any future events, results, performance or
achievements expressed
or implied by such forward-looking statements. Such factors
include, among
others, the following: general economic conditions; the level of
domestic and
worldwide spending on military defense products; and availability
of financial
resources to fund anticipated events.
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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.
GENERAL MICROWAVE CORPORATION
(Registrant)
Date: August 31, 1998 By:s/ MITCHELL TUCKMAN
Mitchell Tuckman, President
and Chief Executive Officer
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