SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): February 29, 2000
ANAREN MICROWAVE, INC.
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(Exact name of registrant as specified in its charter)
New York 0-6620 16-0928561
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(State or Other (Commission File Number) (I.R.S. Employer
Jurisdiction of Identification No.)
Incorporation)
6635 Kirkville Road, East Syracuse, New York 13057
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(Address of Principal Executive Offices) (Zip code)
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(Former Name or Former Address, if Changed Since Last Report)
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Item 2. Acquisition or Disposition of Assets
On February 29, 2000, Anaren Microwave, Inc. (the "Company") acquired all
of the issued and outstanding capital stock of RF Power Components, Inc. ("RF
Power") from its shareholders, Messrs. Thomas J. Passaro, Jr. and Thomas J.
Dowling. RF Power, based in Long Island, New York, designs, manufactures and
sells power resistors, terminations and attenuators used primarily in the
wireless communications market. Consideration paid by the Company for the stock
of RF Power was comprised of $7.5 million in cash and 23,517 shares of common
stock of the Company. The amount of consideration paid by the Company was
determined through negotiations among the parties, based primarily on RF Power's
assets, revenues and growth rate. The Company used its cash at hand to fund the
cash component of the consideration.
The press release, dated March 2, 2000, of the Company concerning this
transaction is filed as Exhibit 99.1 to this Current Report on Form 8-K.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
Exhibit No. Description
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99.1 Press Release, dated March 2, 2000, of the Company
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
ANAREN MICROWAVE, INC.
By: /s/ David M. Ferrara
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Name: David M. Ferrara
Title: General Counsel and Secretary
Exhibit 99.1
Anaren Acquires RF Power Components, Inc. And Announces 3 for 2 Stock Split
SYRACUSE, N.Y., March 2 /PRNewswire/ -- Anaren Microwave, Inc. today
announced that it has acquired all the outstanding capital stock of RF Power
Components, Inc., a privately held Long Island, New York based Company. RF Power
is a leading manufacturer of coaxial and surface mount RF power resistors and
attenuators used primarily in the wireless communications market. "This
acquisition strengthens and expands Anaren's microwave power product line
enabling the Company to more broadly serve our Wireless OEM customers," said
Lawrence A. Sala, Anaren President and CEO. This acquisition will be accounted
for as a purchase transaction.
Anaren also announced today that the Company's Board of Directors has
authorized a three-for-two stock split, to be effected in the form of a 50
percent stock dividend payable to shareholders of record on May 12, 2000.
Certificates representing the additional shares resulting from the dividend are
expected to be mailed on or June 9, 2000.
Statements contained in this news release which are not historical
information are "forward-looking statements" pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. These
statements involve risks and uncertainties that are described in more detail in
Anaren's annual report and in Anaren's Form 10-K and 10-Q reports, and exhibits
to those reports filed with the Securities and Exchange Commission. Anaren
designs, develops, manufactures and sells highly integrated microwave
components, assemblies and subsystems for the wireless communications, satellite
communications and defense electronics markets.
