SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 25, 1997
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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 jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification No.)
121-03 Dupont Street, Plainview, New York 11803
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (516) 349-1700
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Item 1. Changes in Control of Registrant
Pursuant to the terms of the Agreement and Plan of Merger, dated as of
December 18, 1996 (as amended, the "Merger Agreement"), among LogiMetrics, Inc.
(the "Company"), mmTech Acquisition Corp. ("Merger Sub"), mmTech, Inc.
("mmTech") and Charles S. Brand, on April 25, 1997, the Company acquired mmTech
by merging Merger Sub with and into mmTech (the "Merger"). Under the terms of
the Merger Agreement, each outstanding share of mmTech common stock was
converted into 192,478 shares of the Company's common stock, resulting in the
issuance of 19,247,800 shares. The Merger is intended to be tax free and to
qualify as a "pooling of interests" for accounting purposes.
Upon consummation of the Merger, Charles S. Brand, the founder and
sole shareholder of mmTech, became the Chairman and Chief Executive Officer of
the Company and, as of April 30, 1997, beneficially owned 86.0% of the Company's
common stock. Norman M. Phipps, the Chairman and Acting President of the
Company, became the President and Chief Operating Officer of the Company. In
addition, pursuant to the Merger, the Company's Board of Directors was
reconstituted to consist of Mr. Brand, Mr. Phipps, Alfred Mendelsohn, Frank
Brand and Jean-Francois Carreras.
mmTech designs, develops and manufactures a complete line of equipment
for the local multi-point distribution service marketplace.
There are no arrangements or understandings between Mr. Brand and any
other person or group with respect to the election of directors or other matters
of a type required to be filed pursuant to Item 1 of Form 8-K.
A copy of the Merger Agreement has been filed as an Exhibit to this
Current Report on Form 8-K and is incorporated herein by reference. The
description of the Merger Agreement set forth above is a summary only, is not
intended to be complete, and is qualified in its entirety by reference to the
Merger Agreement.
Item 2. Acquisition or Disposition of Assets
As described in Item 1 above, on April 25, 1997, the Merger was
consummated resulting in mmTech becoming a wholly owned subsidiary of the
Company. The aggregate consideration paid by the Company to Mr. Brand in
connection with the acquisition of mmTech consisted of 19,274,800 shares of the
Company's common stock, or 192,748 shares of the Company's common stock for each
share of mmTech stock issued and outstanding as of the effective time of the
Merger. As described above, upon consummation of the Merger, Charles S. Brand,
the founder and sole shareholder of mmTech, became the Chairman and Chief
Executive Officer of the Company and Norman M. Phipps, the Chairman and Acting
President of the Company, became the President and Chief Operating Officer of
the Company. In addition, pursuant to the Merger, the Company's Board of
Directors was reconstituted to consist of Mr. Brand, Mr. Phipps, Alfred
Mendelsohn, Frank Brand and Jean-Francois Carreras. The Company has entered into
five-year employment contracts with each of Messrs. Brand and Phipps.
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In the Merger, the Company acquired assets of mmTech consisting of,
among other things, working capital assets of approximately $2.4 million and
property, plant and equipment of approximately $150,000. Such assets were used
in the course of the regular business of mmTech and the Company intends to
devote such assets to the same purposes.
Except as described herein, there are no material relationships
between Mr. Brand and the Company or any of its affiliates, any director or
officer of the Company, or any associate of any such director or officer.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
It is impracticable at this time for the Company to provide the
financial statements and pro forma financial information required by this Item.
It is anticipated that such financial statements and pro forma financial
information will be filed on or before July 9, 1997.
(b) Pro Forma Financial Information
It is impracticable at this time for the Company to provide the
financial statements and pro forma financial information required by this Item.
It is anticipated that such financial statements and pro forma financial
information will be filed on or before July 9, 1997.
(c) Exhibits.
Exhibit 2.1 Agreement and Plan of Merger, dated December 18, 1996.
Previously filed as Exhibit 2.1 to the Company's Current
Report on Form 8-K, dated December 18, 1996, and
incorporated herein by reference.
Exhibit 2.2 Amendment to Merger Agreement.
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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, thereunto duly authorized.
LOGIMETRICS, INC.
By: /s/ Norman M. Phipps
____________________________________
Norman M. Phipps,
President and Chief Operating Officer
Dated: May 12, 1997
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EXHIBIT INDEX
Exhibit Page No
2.2 Amendment to Agreement and
Plan of Merger, dated December 18, 1996. 6
EXHIBIT 2.2
Reference is hereby made to the Agreement and Plan of Merger, dated as of
December 18, 1996 (the "Agreement"), by and among LogiMetrics, Inc.
("LogiMetrics"), mm-Tech Acquisition Sub ("Merger Sub"), mmTech, Inc. ("mmTech")
and Charles S. Brand ("Brand"). Each of LogiMetrics, Merger Sub, mmTech and
Brand hereby agrees that Section 10.01 of the Agreement is hereby amended by
deleting the words, "March 31, 1997" and replacing them with the words, "April
30, 1997". Except as amended hereby, the Agreement shall remain in full force
and effect.
IN WITNESS WHEREOF, each of the parties hereto has caused this agreement to be
duly executed by the undersigned, thereunto duly authorized, as of the 31st day
of March, 1997.
LOGIMETRICS, INC. MM-TECH, INC.
/s/ Norman M. Phipps /s/ Charles S. Brand
______________________ _______________________
By: Norman M. Phipps By: Charles S. Brand
Title: Acting President Title: President
MM-TECH ACQUISITION CORP. /s/ Charles S. Brand
_______________________
Charles S. Brand
/s/ Norman M. Phipps
_____________________
By: Norman M. Phipps
Title: President
