<PAGE> 1
As filed with the Securities and Exchange Commission on June 21, 1995
Registration No. 33-60309
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
Amendment No. 1 to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
MICRODYNE CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
MARYLAND 52-0856493
(State or other jurisdiction (I.R.S Employer
of incorporation or organization) Identification No.)
</TABLE>
3601 Eisenhower Avenue
Alexandria, Virginia 22304
(703) 739-0500
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
--------------------------
William Marshall Ellison, II
Assistant Treasurer and Controller
Microdyne Corporation
3601 Eisenhower Avenue
Alexandria, Virginia 22304
(703) 739-0500
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
--------------------------
Copies to:
Curtis M. Coward, Esquire
McGuire, Woods, Battle & Boothe L.L.P.
8280 Greensboro Drive
McLean, Virginia 22102-3892
(703) 712-5000
--------------------------
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. / X /
--------------------------
CALCULATION OF REGISTRATION FEE
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Title of each class Proposed maximum Proposed maximum
of securities to Amount to be offering price per aggregate Amount of
be registered registered(1) share(1) offering price registration fee
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<S> <C> <C> <C> <C>
Common Stock, $0.10 par value 100,000 $18.625 $1,862,500 $642.24
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</TABLE>
(1) Estimated solely for purposes of calculating the Registration fee
pursuant to Rule 457(c) and based on the average high and low prices of
the common stock as reported on June 9, 1995 on the National Market
System of the National Association of Securities Dealers, Inc. Automated
Quotation System.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT
THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN
ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE
COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
<PAGE> 2
PROSPECTUS
MICRODYNE CORPORATION
100,000 Shares
Common Stock
---------------
This Prospectus relates to the offer and sale of 100,000 shares of
Microdyne Corporation, a Maryland corporation (the "Company"), par value $0.10
per share (the "Common Stock") by Galerie Nissl of Furstentum, Liechtenstein
(the "Selling Stockholder") which recently acquired such shares from Philip T.
Cunningham, the majority stockholder of the Company, as partial consideration
for the sale of certain artwork (the "Transaction"). The 100,000 shares of
Common Stock to which this prospectus relates may be sold by the Selling
Stockholder at any time.
The Selling Stockholder directly, through agents designated from time to
time or through brokers, dealers or underwriters also to be designated, may
sell the Common Stock from time to time on terms to be determined at the time
of sale. To the extent required, the specific Common Stock to be sold, the
purchase price, the public offering price, the names of any such agent, dealer
or underwriter, and any applicable commission or discount with respect to a
particular offer will be set forth in an accompanying Prospectus Supplement.
See "Plan of Distribution." The Common Stock may be sold from time to time by
the Selling Stockholder either directly in private transactions, or through one
or more brokers or dealers on the NASDAQ/NMS at such prices and upon such terms
as may be obtainable.
Upon any sale of the Common Stock offered hereby, the Selling
Stockholder and participating agents, brokers or dealers may be deemed to be
underwriters as that term is defined in the Securities Act of 1933, as amended
(the "Securities Act") with respect to such shares of Common Stock, and
commission or discounts or any profit realized on the resale of such
securities purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act. The Company, however, understands that
the Selling Stockholder does not admit that it is an underwriter within the
meaning of the Securities Act.
The Common Stock is listed for trading on the National Market System of
the National Association of Securities Dealers Automated Quotation System (the
"NASDAQ/NMS") under the symbol "MCDY." The last reported sale price of the
Common Stock as reported on June 20, 1995, was $21.00 per share.
The Company will not receive any of the proceeds from the sale of the
securities offered hereby. No underwriter is being utilized by the Company in
connection with this offering. All expenses incurred in connection with this
offering are being borne by the Company.
---------------
SEE "INVESTMENT CONSIDERATIONS" FOR FACTORS WHICH SHOULD BE CONSIDERED BY
PROSPECTIVE INVESTORS.
---------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
The date of this Prospectus is June 23, 1995
<PAGE> 3
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy statements, and other information
with the Securities and Exchange Commission (the "Commission"). These reports,
proxy statements, and other information can be inspected and copied at the
public reference facilities maintained by the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the Commission's regional offices located
at Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago, IL
60661 and 75 Park Place, 14th Floor, New York, NY 10007. Copies of such
material also can be obtained from the Public Reference Section of the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. The common stock is listed for trading on the National Market System of
the National Association of Securities Dealers Automated Quotation System.
Reports, proxy and information statements, and other information concerning the
Company can be inspected at the offices of the NASD at 1735 K Street, N.W.,
Washington, D.C. 20006.
The Company has filed with the Commission a Registration Statement
(which term shall include all amendments, exhibits and schedules thereto) on
Form S-3 under the Securities Act of 1933, as amended, with respect to the
Common Stock offered hereby. This Prospectus, which constitutes a part of the
Registration Statement, does not contain all of the information set forth in
the Registration Statement, certain parts of which are omitted in accordance
with the rules and regulations of the Commission. Statements contained in this
Prospectus as to the contents of any contract, agreement or other document
referred to are not necessarily complete. With respect to each such contract,
agreement or other document filed as an exhibit to the Registration Statement,
reference is made to the exhibit for a more complete description of the matter
involved and each such statement shall be deemed qualified in its entirety by
such reference. The Registration Statement may be inspected and copied at the
public reference facilities maintained by the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549 or obtained from the Commission at the same
address at prescribed rates.
INCORPORATION BY REFERENCE
The following documents of the Company, which have been filed with the
Commission, are hereby incorporated by reference in this Prospectus and made a
part hereof:
(a) the Company's Annual Report on Form 10-K for the fiscal year
ended September 30, 1994;
(b) the Company's Quarterly Report on Form 10-Q for the quarter
ended December 31, 1994;
(c) the Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1995;
(d) the Company's Current Report on Form 8-K dated January 6, 1995;
(e) the Company's Current Report on Form 8-K dated January 26,
1995;
(f) the Company's Amended Current Report on Form 8-K/A dated April
11, 1995;
(g) all other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by
the Annual Report referred to in (a) above; and
(h) the response to Item 1 in the Form 8-A Registration Statement
which the Company filed with the Commission in 1970 pursuant to Section 12(b)
of the Exchange Act (File No. 0-4384); and the information set forth under
"Description of Microdyne's Securities" in the Company's Registration Statement
on Form S-4 filed on May 31, 1991, under the Securities Act of 1933.
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<PAGE> 4
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act, subsequent to the date of this Prospectus and
prior to the termination of the offering of Common Stock to be made hereunder,
shall be deemed to be incorporated herein by reference and to be part hereof
from the date of filing of such documents. Any statement contained herein or
in a document incorporated herein by reference shall be deemed to be modified
or superseded for purposes of this Prospectus to the extent that a statement
contained in any subsequently filed document incorporated herein by reference
which statement is also incorporated herein by reference is inconsistent with
such statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon oral or written request, a copy of any or all of
the foregoing documents incorporated herein by reference other than exhibits to
such documents (unless the exhibits are specifically incorporated by reference
into such documents). Requests should be directed to William Marshall Ellison,
II, Assistant Treasurer and Controller, Microdyne Corporation, 3601 Eisenhower
Avenue, Alexandria, Virginia 22304, telephone number (703) 739-0500.
No person has been authorized in connection with this offering to give
any information or to make any representation not contained in this Prospectus
and, if given or made, such information or representation must not be relied
upon as having been authorized by the Company, the Selling Stockholder, or any
other person. This Prospectus does not constitute an offer to sell, or a
solicitation of an offer to purchase, any securities other than those to which
it relates, nor does it constitute an offer to sell, or a solicitation of an
offer to purchase by any person in any jurisdiction in which it is unlawful for
such person to make such an offer or solicitation. Neither the delivery of
this Prospectus nor any sale made hereunder shall under any circumstances
create any implication that the information contained herein is correct as of
any time subsequent to the date hereof.
THE COMPANY
On June 21, 1991, Microdyne Corporation ("Microdyne" or the "Company,"
each of which term includes, unless the context indicates otherwise, Microdyne
and its consolidated subsidiaries) acquired all of the outstanding common stock
of Federal Technology Corporation ("FTC") in a transaction accounted for as a
reverse acquisition in which FTC's sole stockholder acquired voting control of
Microdyne. The acquisition was accomplished through an exchange of stock in
which Microdyne exchanged 9,250,000 shares of newly issued common stock for
100% of the then-outstanding common stock of FTC. The transaction resulted in
ownership by FTC's stockholder of approximately 68% of Microdyne's common
stock. Since the merger, the Company has operated under the Microdyne name
with corporate headquarters in Alexandria, Virginia.
Microdyne was organized and incorporated in the state of Maryland in
1967. Prior to the acquisition, Microdyne designed, manufactured, and marketed
aerospace telemetry receivers and ancillary equipment. A wholly-owned
subsidiary, Wireless Data Corporation, manufactured industrial telemetry
products. Microdyne also produced earth station components for satellite
communications and supplied systems integration and services for
satellite-based wide-area networks. Wireless Data Corporation was sold in 1993
and the satellite operations have been discontinued.
FTC was organized and incorporated in the Commonwealth of Virginia in
1984. Prior to the acquisition of Microdyne, FTC designed and engineered
networking systems, provided third-party maintenance of data communications
systems, manufactured and distributed hardware- and software-based
communications networking products, and performed outsourcing services.
Beginning in 1990, FTC de-emphasized most of its professional services business
in order to concentrate on networking products. The Company exited systems
integration and third-party maintenance in 1992.
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<PAGE> 5
Today, Microdyne operates in a single industry segment encompassing
three areas of technology having data communications as a common element. They
are: Networking Products, Aerospace Telemetry, and Manufacturer Support
Services.
Within Networking Products, Microdyne designs, manufactures, and markets
a line of more than 100 hardware or software products that support
inter-computer network communications. There are five main categories of
products: Personal Computer, Mainframe, Mini Computers, Remote Access and
Bundled Solutions. Products include board-level adapter cards (the basic
mechanism by which a computer is attached to a data network), data
concentrators, remote-access devices, network gateways and software. In July
1994, the Company acquired the Token Ring adapter card product line from
Digital Communications Associates, Inc. ("DCA"), and also acquired
substantially all of the assets of Gateway Communications, Inc. ("Gateway") in
September 1994. In January of 1995, the Company acquired the Eagle Technology
division product-line of Artisoft, Inc. Microdyne and Eagle are manufacturers
of computer networking products with many of the same products sold through
similar channels.
Microdyne has been a manufacturer of telemetry receivers since 1968. In
1992, Microdyne expanded its telemetry product line to include a sophisticated
signal simulation source for use in calibrating telemetry equipment. In 1993,
Microdyne began undertaking projects combining the Company's telemetry
components and subsystems with those of other manufacturers for international
customers. In 1994, the Company introduced a new, compact telemetry receiver,
the MR700, and a diversity combiner, the Model 1600, which allows data loggers
to record an uninterrupted stream of data from two receivers, regardless of the
polarity of the signal from the telemetry source.
The Company performs Manufacturer Support Services (outservicing) for a
large corporation. These services include telephone technical support,
component and board repair services and warranty administration.
The Company's corporate headquarters are located at 3601 Eisenhower
Avenue, Alexandria, Virginia 22304, telephone number (703) 739-0500.
INVESTMENT CONSIDERATIONS
In analyzing this offering, prospective investors should carefully
consider, among other factors, the following investment considerations.
Effect of Economic and Market Conditions.
Sales of hardware products relating to networking fluctuate from time to
time based on numerous factors, including capital spending levels and general
economic conditions. Future declines in networking product sales, as a result
of general economic conditions or for any other reason, could have a material
adverse affect on the Company's business, results of operations, and financial
condition.
Control by Current Stockholders.
Directors and executive officers of the Company own beneficially
approximately 62.7% of the outstanding common stock. Philip T. Cunningham,
President and Chief Executive Officer of the Company, owns beneficially
approximately 59.6% of the outstanding common stock and he alone, and all
officers and directors of the Company as a group, are able to elect a majority
of the Company's Board of Directors and approve all matters requiring
stockholder approval, and will have significant control over the Company and
the conduct of its business. Such concentration of ownership may have the
effect of delaying, deferring, or preventing a change in control of the
Company.
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<PAGE> 6
Volatility of Stock Price.
There has been significant volatility in the market prices of securities
of computer industry companies, including those of the Company. Factors such
as fluctuations in the Company's operating results, announcements of
technological innovations or new products by the Company or its competitors,
and general market conditions may continue to have a significant effect on the
market price of the Company's Common Stock. The sale or attempted sale of a
large amount of the Company's Common Stock into the market may also have a
significant impact on the trading price of the Company's Common Stock.
Payment of Dividends.
The Company has not paid dividends during the past five years. The
Company intends to retain earnings for reinvestment in its business operations.
Any future determination to pay cash dividends will be at the discretion of the
Company's Board of Directors and will be dependent upon the Company's results
of operations, financial condition, contractual restrictions and other factors
deemed relevant by the Board of Directors.
Price Range of Common Stock.
The Company's Common Stock is quoted and traded on the NASDAQ/National
Market System under the symbol "MCDY." The following table sets forth the high
and low closing prices as reported by NASDAQ for the periods indicated.
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High Low
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1993
1st quarter 7 1/8 3 3/4
2nd quarter 6 3/4 4 1/4
3rd quarter 5 3/4 3 1/2
4th quarter 6 1/2 4
1994
1st quarter 5 3/8 4
2nd quarter 6 1/4 4
3rd quarter 5 3 3/8
4th quarter 5 1/2 3 3/4
1995
1st quarter 10 5/8 4 1/2
2nd quarter 15 1/2 10 1/8
</TABLE>
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<PAGE> 7
Export Sales, Regulatory Standards, and Currency Exchange.
Export sales accounted for approximately $29 million, $27.5 million,
and $11.5 million, of the Company's revenue for the fiscal years ended
September 30, 1994, 1993, and 1992, respectively, and the Company expects that
export sales will continue to be a significant portion of the Company's
business. There can be no assurance that the Company's revenues from export
sales will continue to increase in the future; a decline of such sales could
have a material adverse affect on the Company's business, results of
operations, and financial condition. Although the Company's current products
are designed to meet relevant regulatory requirements of foreign markets in
which they are sold, an inability to obtain required foreign regulatory
approvals on a timely basis, or a change in such approvals, could have a
material adverse affect on the Company's operating results. Additionally,
although the Company prices its products in U.S. dollars, the business may be
affected by changes in demand resulting from fluctuations in currency exchange
rates and local purchasing practices, including seasonal fluctuations in demand
and slower payment of invoices, as well as by risks such as increases in duty
rates and constraints upon international trade.
Reliance on Indirect Distribution Channels; New Distribution Channels.
The Company sells its products through distributors for resale,
original equipment manufacturers or "OEMs," and other systems integrators
(collectively, "Distributors"). The Company's agreements with its Distributors
do not require them to offer the Company's products exclusively, and may be
terminated without cause. No assurance can be given that any Distributor will
continue to offer the Company's products. In addition, a few of the Company's
Distributors are privately-owned firms and some may not be well capitalized.
The Company is dependent on the viability and financial stability of its
Distributors, which are in turn substantially dependent upon the growth of the
personal computer and networking industries. The Company could be adversely
affected if significant numbers of such Distributors stop distributing the
Company's products, or choose to emphasize the products of the Company's
competitors.
The Company provides terms of net 30 days to most Distributors. On
certain products, those terms may be extended at the discretion of the Company.
The Company's agreements with Distributors allow defective products to be
returned for credit. Distributor terms also permit stock rotation of products,
a standard practice throughout the industry. Additionally, Distributor
agreements provide certain Distributors with protection against price
decreases. The Company's financial statements provide for the estimated
liability associated with defective product returns, stock rotation, and price
decreases.
The Company provides end-users with warranties on its products.
Although to date the Company has not encountered material warranty claims, the
warranty periods of most products sold have not yet expired. If future
warranty claims exceed the Company's reserves, the Company's business,
financial condition and results of operation will be adversely affected.
Although the Company attempts to further limit its liability to end-users
through disclaimers of special, consequential, and indirect damages, no
assurance can be given that such limitations of liability will be legally
enforceable.
Competition: Declining Gross Profit Margins.
The computer networking industry is intensely competitive and is
significantly affected by product introductions and market activities of
industry participants. The Company expects competition to continue to increase
substantially. Increased competition could result in price reductions, reduced
margins, and loss of market share, all of which would materially and adversely
affect the Company's business, operating results and financial conditions. As
a result of price competition, the Company and its competitors are currently
experiencing downward pressure on gross profit margins, which the Company
expects to continue for the foreseeable future. Many of the Company's current
and potential competitors have significantly greater financial, technical,
marketing and other
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<PAGE> 8
resources than the Company. There can be no assurance that the Company will be
able to compete successfully with its existing or new competitors or that
competitor pressures faced by the Company will not materially and adversely
affect its business, operating results, and financial condition.
Dependence on New Products; Rapid Technological Change.
The computer industry in general, and the market for the Company's
products in particular, is characterized by rapidly changing technology,
evolving industry standards, and frequent new product introductions, resulting
in short product life cycles. Accordingly, the Company believes that its
future success will depend in part on its ability to enhance existing products
and to develop new products that maintain technological leadership, meet a wide
range of changing customer needs, and achieve market acceptance. Lack of
market acceptance for the Company's existing or new products, the Company's
failure to introduce new products in a timely or cost effective manner, or its
failure to increase functionality of existing products or remain price
competitive, would materially adversely affect the Company's operating results.
There can be no assurance that the Company will be successful in its product
development efforts. In addition, there can be no assurance that the Company's
products, if successfully developed or enhanced, will achieve timely market
acceptance.
Dependence on Relationship with Manufacturer.
To date, approximately 80% of the Company's sales are from data
communications hardware and software. Of that, 47% are networking products and
software manufactured under license agreements with a single manufacturer. The
market for the Company's products could be directly affected by a decline in
the acceptance of its operating systems software, or networking hardware.
Although the Company has not received any notice from the licensor of its
intention to terminate agreements with the Company, and the Company believes
there exist no grounds for default termination, there can be no assurance that
the licensor will work cooperatively with the Company in the future.
Royalties Liabilities.
Under its licensing agreements, the Company is required to pay
royalties to Novell and DCA on sales of hardware using these companies'
trademarks. Total royalty expense was $8,087,000, $4,810,000, and $3,338,000
for the years ended September 30, 1994, 1993, and 1992 respectively.
The Company has been contacted by counsel for a U.S. patent owner
which claims that certain of the network hardware products sold by the Company
infringe its patent. The Company has been advised by its patent counsel that
its products do not infringe the patent. The Company may bring or face legal
action in connection with the patent claims in the future, and such litigation
will be subject to inherent uncertainties, especially inasmuch as complex
technical issues may be decided by a lay jury. Furthermore, such litigation
could result in substantial expense as well as diversion of effort by the
Company's management. Any adverse determination in such litigation could
subject the Company to significant liability to the patent owner, prevent the
Company from selling certain products, and adversely affect sales of the
Company's products. Any of the foregoing would have an adverse effect on the
Company's business, financial condition and results of operations.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sales of the
Common Stock offered hereby.
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<PAGE> 9
SELLING STOCKHOLDER
This Prospectus covers the offer and sale of 100,000 shares of the
Company's Common Stock recently acquired by the Selling Stockholder, Galerie
Nissl of Furstentum, Liechtenstein, pursuant to the Transaction. The Selling
Stockholder is not now and has never been affiliated with the Company. All of
these shares may be offered for the Selling Stockholder's account.
Prior to the Transaction, the Selling Stockholder owned none of the
Company's shares. Pursuant to the Transaction, in addition to the shares of
Common Stock to which this prospectus relates, the Selling Stockholder is to
receive one year hence a presently indeterminate number of shares of Common
Stock, which number is dependent upon the per share value of the Common Stock
at such time and which number would approximate 100,000 assuming a per share
value equal to that of the Common Stock reported on or around the date of the
Transaction.
PLAN OF DISTRIBUTION
The Common Stock may be sold from time to time to purchasers directly
by the Selling Stockholder. Alternatively, the Selling Stockholder may from
time to time offer the Common Stock through underwriters, dealers or agents,
who may receive compensation in the form of underwriting discounts, concessions
or commissions from the Selling Stockholder and/or the purchasers of the Common
Stock for whom they may act as agent. The Selling Stockholder and any
underwriters, dealers or agents that participate in the distribution of the
Common Stock may be deemed to be underwriters under the Securities Act, and any
profit on the sale of the Common Stock by them and any discounts, commissions
or concessions received by any such underwriters, dealers or agents might be
deemed to be underwriting discounts and commissions under the Securities Act.
At the time a particular offer of the Common Stock is made, to the
extent required, a Prospectus Supplement will be distributed that will set
forth the number of shares of Common Stock being offered and the terms of the
offering, including the name or names of any underwriters, dealers or agents,
any discounts, commissions and other items constituting compensation from the
Selling Stockholder and any discounts, commissions or concessions allowed or
reallowed or paid to dealers.
The Common Stock may be sold from time to time in one or more
transactions at a fixed offering price which may be changed at varying prices
determined at the time of sale or at negotiated prices.
LEGAL MATTERS
The legality of the Common Stock offered hereby is being passed upon
for the Company by McGuire, Woods, Battle & Boothe L.L.P., 8280 Greensboro
Drive, McLean, Virginia 22102-3892.
EXPERTS
The consolidated financial statements and schedules included in the
Company's Annual Report on Form 10-K for the year ended September 30, 1994 are
incorporated herein by reference in reliance on the report of Grant Thornton
L.L.P., independent accountants, given on the authority of said firm as experts
in auditing and accounting.
The financial statements of Eagle Technology (A Business Unit of
Artisoft, Inc.) for the six months ended December 31, 1994 and for the six
months ended June 30, 1994 included in the Company's Current Report on Form
8-K/A filed on April 11, 1995 are incorporated herein by reference in reliance
on the report of KPMG Peat Marwick L.L.P., independent accountants, given on
the authority of said firm as experts in auditing and accounting.
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<PAGE> 10
The financial statements incorporated in this Prospectus by reference
to the financial statements of Eagle Technology for the year ended December 31,
1993 included on pages 14 to 22 of Microdyne Corporation's Form 8-K/A dated
April 11, 1995 have been so incorporated in reliance on the report of Price
Waterhouse LLP, independent accountants, given on the authority of said firm as
experts in auditing and accounting.
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<PAGE> 11
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated expenses in connection
with the issuance and distribution of the shares of Common Stock registered
hereby, all of which will be borne by the Company.
<TABLE>
<S> <C>
SEC Registration fee $ 642
Accounting fees and expenses 1,000
Legal fees and expenses 2,000
Other 1,500
Total $5,142
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 2-418 of the Maryland General Corporation Law empowers a
corporation to indemnify its directors and officers or former directors or
officers and to purchase insurance with respect to liability arising out of
their capacity or status as directors and officers. Such law provides further
that the indemnification permitted thereunder shall not be deemed exclusive of
any other rights to which the directors and officers may be entitled under a
corporation's certificate of incorporation, bylaws, any agreement or otherwise.
Article NINTH of the Company's Articles of Amendment and Restatement
states that it is intended to limit the liability of directors and officers to
the fullest extent permissible by Maryland law, as amended from time to time.
Article VIII of the Company's Bylaws provides for indemnification of
directors and officers.
The Company has entered into Indemnification Agreements with certain
past directors, and one current director, Robert L. Cantor. Each Agreement
generally requires the Company to indemnify the director to the full extent
authorized or permitted under Maryland law.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions, the Company has been advised
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.
ITEM 16. EXHIBITS
Exhibit Description of Exhibit
5.1 Opinion of McGuire, Woods, Battle & Boothe
L.L.P. as to legality of securities being
registered.*
23.1 Consent of McGuire, Woods, Battle & Boothe
L.L.P. is contained within the opinion of
counsel attached as Exhibit 5.1.*
II - 1
<PAGE> 12
23.2 Consent of Grant Thornton L.L.P.*
23.3 Consent of KPMG Peat Marwick L.L.P.*
23.4 Consent of Price Waterhouse LLP*
24 Power of attorney.*
----------------------
* Previously filed
ITEM 17. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement;
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the Registration Statement or any material change to
such information in the Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post- effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or 15(d) of the Securities Exchange Act that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement, shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by
II - 2
<PAGE> 13
a director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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<PAGE> 14
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Alexandria, Commonwealth of Virginia, on this
21st day of June, 1995.
MICRODYNE CORPORATION
By: /s/ Philip T. Cunningham
------------------------------
Philip T. Cunningham
President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Philip T. Cunningham President, Chief Executive June 21, 1995
- -------------------------------- Officer and Director
Philip T. Cunningham (Principal Executive Officer)
/s/ Christopher M. Maginniss Executive Vice President, June 21, 1995
- -------------------------------- Treasurer and Director
Christopher M. Maginniss (Principal Financial Officer)
/s/ William Marshall Ellison, II Assistant Treasurer and Controller June 21, 1995
- -------------------------------- (Principal Accounting Officer)
William Marshall Ellison, II
Director June __, 1995
- --------------------------------
Robert L. Cantor
/s/ Gregory W. Fazakerley Director June 21, 1995
- --------------------------------
Gregory W. Fazakerley
/s/ H. Brian Thompson Director June 21, 1995
- --------------------------------
H. Brian Thompson
</TABLE>
II - 4
<PAGE> 15
Index to Exhibits
Exhibit
5.1 Opinion of McGuire, Woods, Battle & Boothe L.L.P. as
to legality of securities being registered.*
23.1 Consent of McGuire, Woods, Battle & Boothe L.L.P. is
contained within the opinion of counsel attached
as Exhibit 5.1.*
23.2 Consent of Grant Thornton L.L.P.*
23.3 Consent of KPMG Peat Marwick L.L.P.*
23.4 Consent of Price Waterhouse LLP*
24 Power of attorney.*
------------------
* Previously filed
II - 5
