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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
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Date of Report (Date of earliest event reported): May 31, 1996
LogiMetrics, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-10696 11-2171701
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification
incorporation) No.)
121-03 Dupont Street
Plainview, New York
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(Address of principal executive offices)
11803
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(Zip Code)
Registrant's telephone number, including area code:
(516) 349-1700
Page 1 of 3 Pages
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Item 6. Resignation of Registrant's Directors.
By letter dated May 30, 1996, the Board of Directors of
LogiMetrics, Inc. ("Company") received notice of the immediate resignation
of Richard K. Laird as Chairman, President, Chief Executive Officer and
Director of the Company. (A copy of this letter is annexed hereto as
Exhibit A.) In this letter, Mr. Laird alleged, among other things, that
senior management of the Company had caused the Company to materially
overstate its revenues and earnings in prior accounting periods.
The Board of Directors of the Company has appointed a special
audit committee comprised of certain directors and officers to investigate
the allegations made by Mr. Laird and has retained special SEC counsel to
assist the special audit committee in its investigation. (Copies of the
Company's press releases announcing Mr. Laird's resignation and the
Company's comments are annexed hereto as Exhibits B and C, respectively.)
While the Company intends to investigate Mr. Laird's allegations
thoroughly, aside from those conclusory allegations, the Company presently
believes that its Form 10-QSB for the period ended March 31, 1996 is not
materially incorrect or misleading.
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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.
LOGIMETRICS, INC.
By:/s/ Russell J. Reardon
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Name: Russell J. Reardon
Title: Chief Financial Officer
Date: June 6, 1996
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Exhibit A
Richard K. Laird
1800 Bay Avenue
Point Pleasant, New Jersey 08742
May 30, 1996
LOGIMETRICS, INC.
121-03 Dupont Street
Plainview, New York 11803
Attention: Mr. Murray H. Feigenbaum, Executive Vice President/Director
Mr. Alfred Mendelsohn, Director
Mr. Norman M. Phipps, Director
Mr. Henry N. Schneider, Director
Mr. Lawrence I. Schneider, Director/Chairman, Executive Committee
Re: Employment Agreement dated March 7, 1996 between
Logimetrics, Inc. and Richard K. Laird - Termination for
"Good Reason"
Gentlemen:
Reference is made to the Employment Agreement dated March 7, 1996
(the "Agreement") between Logimetrics, Inc. ("Company"), and Richard K.
Laird and specifically Article 9(a) thereof. This will serve as formal
notice that I am terminating my employment for "Good Reason" under the
Agreement.
Mr. Russell Reardon, the Company's Chief Financial Officer, and I
have only just become aware that the Company Financial Statements and SEC
documents, as those terms are used in the Agreement, were not true and
correct as of the date of the Agreement, were not prepared in accordance
with generally accepted accounting principles and did not accurately
reflect the financial condition of the Company and its operations for the
periods covered by said Financial Statements. Further, the SEC documents
did not as of their respective dates comply in all material respects with
the requirements of the Securities Act or the Exchange Act and the rules
and regulations of the SEC. The Company has violated its representations
contained in Article 1 of the Agreement including specifically, without
limiting the generality of the foregoing, the Sections of Article 1
entitled "Company Materials," "No Violation," "Financial Statements,"
"Compliance with Law," "SEC Documents," and "Other Information," all as
more particularly set forth in Articles 1(a), 1(d), 1(e), 1(f), 1(k) and
1(l) respectively.
Members of Senior Management of the Company appear to have
engaged in schemes, artifices and devices to manipulate the revenues of
the Company by maximizing such revenues by improperly increasing the work
in-process schedules of values to maximize revenues, thereby inflating and
misstating both revenues and earnings of the Company in a material way.
This was certainly the case with respect to the Company's fiscal quarters
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ending December 31, 1995 and March 31, 1996. I further have reason to
believe that these manipulations have been going on for some time and was
known. The manipulations resulting in intentional overstating of
recognition of revenue earned on uncompleted projects were to varying
degrees apparently engaged in or condoned by certain members of Senior
Management and certain members of the Board of Directors.
The foregoing constitute a material breach of the Agreement. The
misdeeds are so egregious and pervasive and the breach so material that
they cannot be corrected within the intent and spirit of the Agreement.
I am hereby formally advising the Company and its Board of
Directors to take all appropriate action to determine whether similar
misdeeds occurred earlier and, if so, to correct these misdeeds, and issue
appropriate amendments to various filings with the SEC and other
regulatory agencies, as well as those institutions having business or
investment dealings with the Company, to correct, restate and reflect
accurately prior Company filings and make a full and fair disclosure of
such misdeeds.
Given the circumstances, I hereby submit my resignation effective
immediately as the Chairman, President, CEO and Director of the Company
with the express notation that I am in disagreement with the Company on
matters relating to the Company's operations, policies and practices. A
Form 8K under the Exchange Act should be filed with the SEC.
I expect the Company to observe fully its obligations to me under
the Agreement and to direct its comments to Ronald P. Mealey, Esq., 8
Breckenridge, 1360 Hamburg Tpk., Wayne, NJ 07470 (tel. (201) 633-5490; FAX
(201) 633-1293). I have instructed Mr. Mealey to resolve these matters
concerning the Agreement forthwith.
Very truly yours,
/s/ Richard K. Laird
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Richard K. Laird
cc: Mr. Russell Reardon, CFO, Logimetrics
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Exhibit B
LogiMetrics, Inc. 121-03 Dupont St., Plainview, NY 11803 . (516) 349-1700
. TLX 760-8152 LOGMETUC . FAX 516-349-8552 Innovation in Instrumentation
FOR IMMEDIATE RELEASE
May 31, 1996
Richard K. Laird has submitted his resignation, effective May 30, 1996, as
the Chairman, President, CEO and Director of LogiMetrics, Inc.
Additional information to follow.
CONTACT
Russell J. Reardon, CFO
(516) 349-1700
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Exhibit C
LogiMetrics, Inc. 121-03 Dupont St., Plainview, NY 11803 . (516) 349-1700
. TLX 760-8152 LOGMETUC . FAX 516-349-8552 Innovation in Instrumentation
FOR IMMEDIATE RELEASE
June 3, 1996
As previously announced on May 31, 1996, Richard K. Laird has
resigned as the Chairman. President, Chief Executive Officer, and a
director of LogiMetrics, Inc. In a letter to the Board of Directors, Mr.
Laird alleged, among other things, that the Company had materially
overstated its revenue and earnings in prior accounting periods.
While the Company intends to investigate Mr. Laird's allegations
thoroughly, aside from those conclusory allegations, the Company presently
believes that its Form 10-QSB for the period ended March 31, 1996 is not
materially incorrect or misleading.
The Board of Directors of the Company, at a special meeting, has
appointed a special audit committee comprised of certain directors and
officers to investigate the allegations made by Mr. Laird. The Company
has retained Kirkpatrick & Lockhart LLP as special SEC counsel to assist
the special audit committee in its investigation.
The Board of Directors has appointed Norman M. Phipps, an
independent director of the Company, as Chairman of the Board and acting
President pending the outcome of the special audit committee's
investigation. Mr. Phipps is a principal of Phipps, Teman & Company,
L.L.C., a merchant banking firm, served as a Senior Vice President of Wood
Gundy Corp., a Vice President of Citibank, N.A. and is a director of Avery
Communications, Inc., a publicly traded telecommunications company.
Logimetrics, Inc. is a publicly traded company whose shares of
common stock are traded over-the-counter under the symbol "LOGIA."
Logimetrics is engaged in the business of manufacturing travel wave
amplifiers and microwave transmitting systems used in wireless
communications for cellular television, satellite earth stations and
point-to-point communications, as well as test systems for the measurement
and control of electromagnetic pollution.
CONTACT:
Norman M. Phipps,
Chairman and Acting President
(516) 349-1700
Russell J. Reardon,
Senior Vice President and
Chief Financial Officer
(516) 349-1700
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