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 (Date of earliest event reported): March 14, 2000
LOGIMETRICS, INC.
(Exact name of registrant as specified in charter)
DELAWARE
(State of other jurisdiction of incorporation)
0-10696 11-2171701
(Commission File Number) (IRS Employer Identification No.)
50 Orville Drive, Bohemia, New York 11716
(Address of principal executive offices) (Zip Code)
Registrant's telephone no. including area code: 516-784-4110
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(Former Address, if changed since Last Report) (Zip Code)
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Item 5. Other Events
On March 14, 2000, LogiMetrics, Inc. (the "Company") announced that it
had entered into a non-binding letter of intent with Signal Technology
Corporation ("Signal") pursuant to which Signal proposes to acquire the Company
through the merger of a wholly-owned subsidiary of Signal with and into the
Company. A copy of the Company's press release is being filed as an Exhibit to
this Current Report on Form 8-K and is incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits.
(c) Exhibits
99.1 Press Release dated March 14, 2000.
<PAGE>
SIGNATURE
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/ Norman M. Phipps
----------------------
Norman M. Phipps
President and Chief Operating
Officer
Date: March 16, 2000
<PAGE>
EXHIBIT INDEX
Exhibit
99.1 Press release, dated March 14, 2000.
FOR IMMEDIATE RELEASE
SIGNAL TECHNOLOGY AND LOGIMETRICS ENTER INTO LETTER OF INTENT
Danvers, Massachusetts and Bohemia, New York, March 14, 2000 - Signal Technology
Corporation (AMEX: STZ) ("Signal") and LogiMetrics, Inc. (OTCBB: LGMTA)
("LogiMetrics" or the "Company") announced today that they have entered into a
non-binding (except in certain respects, some of which are noted below) letter
of intent pursuant to which Signal proposes to acquire the Company through the
merger of a wholly owned subsidiary of Signal with and into LogiMetrics. In
connection with the proposed merger, Signal currently intends to contribute the
assets of the Company's subsidiary, mmTech, Inc., to Signal's recently formed
Signal Wireless Group ("SWG"). Pursuant to the current terms of the proposed
merger, holders of LogiMetrics common stock (including shares issuable upon the
exercise or conversion of certain options, warrants and convertible securities)
would receive, based on a formula to be finalized, a certain percentage of a
tracking security that would reflect the performance of SWG ("SWG Equity"),
which would be distributed upon completion of a public offering of SWG Equity,
and shares of Signal common stock. Such merger consideration is subject to due
diligence investigation and valuation. The proposed merger is intended to be
tax-free to the stockholders of LogiMetrics for federal income tax purposes.
In connection with the letter of intent, Signal has loaned approximately
$2,000,000 to the Company for working capital and other purposes. Concurrently,
certain existing investors in the Company have also loaned the Company
approximately $1,000,000.
Pursuant to the letter of intent, the Company granted to Signal the option to
purchase the Company's high-power amplifier business, currently conducted at the
Company's facility in Bohemia, New York (the "New York Business"), for a
purchase price of $2,000,000 less the unpaid portion of any loans made by Signal
to the Company.
In addition, upon execution of the letter of intent, Signal, through its Keltec
division, assumed the management and operation of the New York Business and has
assumed all current liabilities of the New York Business. Signal is responsible
for all expenses incurred and is entitled to retain all revenues generated in
connection with its operation of that business. Signal also has agreed to make
interest payments on the Company's outstanding bank indebtedness during the
period it is operating the New York Business.
Pursuant to the letter of intent, the Company is obligated under certain
circumstances to re-pay all loans made by Signal, together with a prepayment
penalty, and to pay certain termination fees and costs in the event that the
Company enters into a letter of intent or similar agreement for an acquisition
transaction with a third party. In addition, if the Company enters into an
acquisition transaction with a third party, under certain circumstances Signal
has the right to retain ownership of the New York Business for no additional
consideration.
As of March 1, 2000, the Company had 28,672,245 shares of its common stock
issued and outstanding and approximately 47,900,000 additional shares of common
stock reserved for issuance upon the exercise or conversion of securities
outstanding as of that date.
The consummation of the proposed merger is subject to the satisfaction or waiver
of a number of customary conditions precedent, including the satisfactory
completion of the Company's and Signal's due diligence investigation of the
business and affairs of one another, the Company's compliance with its reporting
obligations under the Securities Exchange Act of 1934, as amended, the approval
of the proposed merger by the boards of directors and shareholders of Signal and
the Company and the receipt of any required consents, authorization and
approvals. No assurances can be given that such conditions will be satisfied or
as to the timing thereof. Further, no assurances can be given that the merger
will be consummated on the terms summarized above or at all.
About LogiMetrics:
Through the Company's wholly owned subsidiary, mmTech, Inc., the Company
develops and manufactures point-to-multipoint broadband, fixed wireless radios
and transceivers for sale to telecommunications system integrators, such as
Newbridge Networks Corporation. mmTech's products allow ISPs and wireless
telecom companies to provide customers with first/last mile broadband access for
integrated data, Internet, voice and video transmission. mmTech, a pioneer in
this technology, has equipment deployed in commercial service and market trials
around the world. For further information about mmTech, please visit its Web
site at http://www.mm-tech.com. In addition, through its New York Business, the
Company is a leading manufacturer of high-power traveling wave tube amplifiers.
About Signal Technology Corp.:
Signal designs and produces sophisticated, state-of-the-art electronic
components and systems for communications, defense and space applications.
Through SWG, Signal develops and manufactures leading edge RF radio sub-systems
for point-to-point broadband fixed wireless applications for telecommunications
equipment suppliers worldwide. SWG also develops and manufactures
switching/combining components and subsystems for PCS/cellular digital
applications for sale to wireless base station infrastructure providers. In its
defense businesses, Signal develops and manufactures RF, microwave, and power
conversion components and subsystems for communications networks, electronic
countermeasures, missiles, radar intelligence and guidance systems for sale to
major defense prime contractors worldwide. For further information about Signal,
please visit Signal's Web site at http://www.sigtech.com.
This press release contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended that are based on the
beliefs of management as well as assumptions made by and information currently
available to management. When used in this press release, the words "estimate,"
"project," "believe," "anticipate," "intend," "expect," "plan," "predict,"
"may," "should," "will," the negative thereof and similar expressions are
intended to identify forward-looking statements. Such statements reflect the
current views of management with respect to future events based on currently
available information and are subject to risks and uncertainties that could
cause actual results to differ materially from those contemplated in such
forward-looking statements. Factors that could cause actual results to differ
materially from management's expectations include, but are not limited to, the
following: general economic and political conditions, conditions in the wireless
communications markets, LogiMetrics' continuing need for additional capital to
finance its working capital needs, the effects of competition and technological
change on demand for the products of both Signal and LogiMetrics, conditions in
the securities markets generally, and in the markets for the common stock of
LogiMetrics and Signal, and risks related to LogiMetrics' current financial
condition, including the willingness of customers and suppliers to continue to
do business with, and to extend trade credit to, LogiMetrics. Other factors may
be described from time to time in the public filings of Signal and LogiMetrics
with the Securities and Exchange Commission, news releases and other
communications. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date hereof. Neither
Signal nor LogiMetrics undertakes any obligation to release publicly any
revisions to these forward-looking statements to reflect events or circumstances
after the date hereof or to reflect the occurrence of unanticipated events.
Contact:
For LogiMetrics, Inc. : Norman M. Phipps, President, (516) 784-4110
For Signal Technology Corp.: George Lombard, Chairman and CEO, (978) 774-2281,
or Sharon Merrill Associates, Inc.
Erica Smith, (617) 542-5300
