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As filed with the Securities and Exchange Commission on May 29, 1998
Registration No. 333-______
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------
MICRODYNE CORPORATION
(Exact name of registrant as specified in its charter)
MARYLAND 52-0856493
(State or other jurisdiction (I.R.S Employer
of incorporation or organization) Identification No.)
3601 Eisenhower Avenue
Alexandria, Virginia 22304
(703) 329-3700
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
-------------------------------
Massoud Safavi
Chief Financial Officer
Microdyne Corporation
3601 Eisenhower Avenue
Alexandria, Virginia 22304
(703) 329-3700
(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 LLP
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]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
---------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================
Proposed
Title of each class Amount to be maximum Proposed maximum Amount of
of securities registered(1) offering price aggregate registration
to be registered per offering fee
share(1) price
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<S> <C> <C> <C> <C>
Common Stock, $0.10 par value 250,000 $4.84 $1,210,000 $356.95
================================================================================================
</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 May 27, 1998 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.
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PROSPECTUS
MICRODYNE CORPORATION
250,000 Shares
Common Stock
---------------
This Prospectus relates to the offer and sale of 250,000 shares of
Microdyne Corporation, a Maryland corporation (the "Company"), par value $0.10
per share (the "Common Stock") by Roman Herzig of Vienna, Austria (the "Selling
Stockholder") which recently acquired such shares from Philip T. Cunningham, the
largest stockholder of the Company, in consideration for the sale of certain
artwork (the "Transaction"). The 250,000 shares of Common Stock to which this
prospectus relates (the "Shares") 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 May 28, 1998, was $4.8125 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.
---------------
THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK.
SEE "RISK FACTORS" BEGINNING ON PAGE 7.
---------------
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 ________________
<PAGE> 3
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 ("Exchange Act"), and, in accordance therewith, files
periodic reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports and other information concerning the
Company may be inspected and copied at the public reference facilities of the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, NW, Washington, DC
20549. Copies of such material also can be obtained by mail from the Public
Reference Section of the Commission at Room 1024, Judiciary Plaza, 450 Fifth
Street, NW, Washington, DC 20549, at prescribed rates. The Company's Common
Stock is listed on the NASDAQ National Market. Reports and other information
concerning the Company can be inspected at the offices of the NASDAQ Stock
Market, 1735 K Street, NW, Washington, DC 20006-1506. The Commission also
maintains a world wide web site that contains reports, proxy and information
statements and other information regarding the Company. The world wide web site
address is http://www.sec.gov.
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 28, 1997;
(b) the Company's Quarterly Report on Form 10-Q for the quarter ended
December 31, 1997;
(c) the Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1998;
(d) the Company's Current Report on Form 8-K filed January 22, 1998;
(e) 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
(f) 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.
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
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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 Massoud Safavi, Microdyne
Corporation, 3601 Eisenhower Avenue, Alexandria, Virginia 22304, telephone
number (703) 329-3700.
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
Microdyne Corporation ("Microdyne" or the "Company") is engaged in two
businesses in three industries: aerospace electronics, communications equipment
and technical support services industries.
- - Through its wholly-owned subsidiary, Microdyne Communication Technologies
Incorporated ("MCTI"), Microdyne designs, manufactures, and markets
aerospace telemetry receivers, combiners, and signal simulators for use in
data gathering and analysis. Through MCTI, Microdyne also provides
telemetry systems consultation, evaluation, design, integration and
installation services.
- - Through its wholly-owned subsidiary, Microdyne Outsourcing Incorporated
("MOI"), Microdyne provides outsourced and insourced technical services,
including telephone technical support and warranty repair services, for
electronic products companies.
Microdyne discontinued the operations of its Networking Products Division
in 1997.
Microdyne's corporate headquarters are located at 3601 Eisenhower
Avenue, Alexandria, Virginia 22304, telephone number (703) 329-3700.
AEROSPACE TELEMETRY
Data gathering and analysis is a basic requirement in the testing and
evaluation of any process or operation. When the process or device being
measured is close at hand, it is a relatively simple task to attach probes,
sensors or other measuring devices to the object. These devices convert physical
measurements (e.g., temperature, rotation, pressure) into a variable stream of
electrical current. The current flows over wires and is either shown on an
analog display (a thermometer or voltmeter, for example) or converted into
digital form and fed into a computer file. This well-established practice works
well so long as the object or process to be measured is sufficiently close to
permit wires to connect those probes and sensors, with the computer logging the
resulting output.
Telemetry is the technology of measuring various equipment performance
parameters at a distance, and is required when the object under test is moving
too quickly or is at too great a distance to use direct connection. Information
may consist of readings from hundreds of sensors recording such
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things as heat, vibration, stress and operational performance. Each sensor will
produce its own data stream, which must be transmitted and captured. In
telemetry, data is gathered, multiplexed, and transmitted at microwave
frequencies, usually in a continuous rapid burst form, toward a ground station.
There, a highly selective radio receiver gathers the information. In other
applications such as weather satellites or space vehicles, the information will
consist of data and video transmissions. The U.S. Government operates several
hundred ground stations, each of which may have racks of telemetry receivers.
Other governments, as well as commercial entities, also operate a great number
of sites.
Since 1968, and effective April 1, 1998 through its wholly-owned subsidiary
Microdyne Communication Technologies Incorporated ("MCTI"), Microdyne has
manufactured telemetry receivers, sophisticated radio receivers that can
accurately tune in and hold the telemetry signals from aircraft and space
vehicles. During the past several years, Microdyne has expanded and updated its
telemetry product line, including the addition of card-level products that
perform essentially the same functions as the Company's traditional rack-mounted
devices. While there is and will continue to be a substantial market for
stand-alone rack-mounted products, two trends are pushing telemetry receivers
toward becoming board-level systems with computer control. First, very powerful
personal computers can process telemetry data at rates previously unattainable.
Second, telemetry receivers are increasingly being used in mobile environments
such as aircraft and on board ships, where the receivers' light weight and
compactness are an advantage over larger rack mounted devices. Other MCTI
products include compact telemetry receivers; specialized and transportable
antennae; a sophisticated signal simulation source for use in calibrating
telemetry equipment and systems, to ensure that a system is set up correctly and
fully operational prior to a mission; and diversity combiners that allow 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 has long been a supplier of telemetry receivers to system
integrators, both in the U.S. market and internationally. Since 1989, Microdyne
has actively bid on mid-size systems integration contracts which typically range
from $500,000 to $15 million.
The growth of the Aerospace Telemetry market may be augmented by several
factors. First, there is a need to upgrade telemetry systems installed in the
1970s. Second, scientists' desire to take more detailed and more frequent
measurement of physical processes, coupled with the ability to process data
input more quickly, is leading to requirements for wider bandwidth receivers.
Third, planned launches of low-earth-orbit ("LEO") satellites to facilitate new
communications services may spur demand for the installation of new ground
stations, each of which must be equipped with telemetry equipment.
The Company has started to address markets beyond the traditional telemetry
receiver market serving the R&D, test and evaluation, and military markets.
These new markets and the products for them include:
- - Antennae. Microdyne has designed, built, and sold a low-cost, portable
antenna for use by the telemetry community. The antenna enhances the
ability to track and obtain data from missiles during the first minutes
after launch when the vertical change of the missile taxes the tracking
ability of most satellite dishes.
- - New card-level receivers. Microdyne has received requests for proposals
from organizations with requirements for lower-cost receivers for use in a
variety of applications. One near-term opportunity is for receivers to
capture and process data from NASA's "Mission to Planet Earth" satellite
series. Ground stations would be encouraged at schools and universities for
students to study real-time data from these satellites. Lower-cost
board-level Microdyne receivers may be used for such applications.
- - Systems Integration Services. During fiscal 1997, Microdyne bid and was
awarded a systems integration contract with the Italian Ministry of
Defense. This contract marked the entry of Microdyne's Aerospace Telemetry
Division into the mid-size telemetry systems integration services.
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Microdyne hopes to maintain and expand the systems integration services it
provides to existing and new customers in the midsize telemetry systems
integration contracts markets.
While each of the preceding are prospective opportunities, each potentially
opens a new, multi-million-dollar market to the Company. There can be no
assurance, however, that the Company will realize such opportunities.
SUPPORT SERVICES
There has been a growing trend in recent years toward providing human
resources from third-party organizations - "outsourcing" - of both technical and
non-technical positions in industry. Outsourcing enables an organization to cope
with changes in growth, seasonality, and constraints on the number of full-time
workers counted as employees. Outsourcing allows an organization to focus its
internal and human resources on activities which will create the highest rate of
return. Outsourcing may also lower an organization's cost of doing business.
Examples of outsourcing include staffing and operating telephone technical
support centers, warranty repair, and after-warranty service centers.
Since the early 1990's, and effective April 1, 1998 through its
wholly-owned subsidiary Microdyne Outsourcing Incorporated ("MOI"), the Company
has provided outsourced services to one large electronics manufacturer. The
activities performed on behalf of this customer include telephone technical
support, component and board repair, warranty administration, and the operation
of a large transit warehouse. Microdyne provides its customer with trained
personnel, including, as of September 28, 1997, a staff of 390 full-time and 217
part-time employees in the customer's facilities near Los Angeles, California
and in Indianapolis, Indiana was well as in Microdyne's own facility in Southern
California. The Company's revenue is based on the number of telephone technical
support minutes spent on a service call, the number of units repaired or
refurbished, or, alternately, the number of employees assigned to each aspect of
the customer's business, the number of hours worked by those employees and the
rate at which MOI is paid for such services.
In September 1997, Microdyne opened its new 300 seat telephone technical
support (TTS) facility in Southern California. The facility is expected to
provide Microdyne with the ability to provide both telephone technical support
and warranty repair services to its customers from one location.
The Company maintains a contract with its customer which was renewed for a
period of five years in March 1996. Microdyne has also signed an additional
contract with another customer which began in October of 1997.
RISK FACTORS
The Common Stock offered hereby involves a high degree of risk. In
evaluating an investment in the Common Stock, prospective investors should
consider carefully the following risk factors in addition to the other
information presented in the Prospectus.
Aerospace Telemetry Competition. The market for defense electronics is very
competitive and marked by a shift toward fewer, but much larger vendors.
Microdyne believes that the relative maturity of the overall defense electronics
market could attract competition from vendors in related fields of defense
electronics that are seeking to expand total corporate sales by leveraging
relationships with existing cus tomers to include additional product lines in
ancillary fields, including the manufacture and sale of telemetry receivers and
related products.
Reliance Upon Two Customers at Microdyne Outsourcing Incorporated.
Microdyne Outsourcing Incorporated currently performs support services for only
two customers. The performance of each of the customer's respective businesses
may impact the volume of business that is available for MOI to perform for each
of them. In addition, Microdyne's customers may, upon notice, terminate their
contracts with the Company and elect to perform these tasks either using their
own employees or third-party support
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vendors. Similarly, such customers may divert a significant portion of the work
performed by MOI either to competitors of the Company or to such customer's
in-house facilities.
Earnings Visibility. Any shortfall in revenue or earnings from the levels
expected by securities analysts could have an immediate and significant effect
on the trading price of the Company's common stock in any given period. Delays
in the Company's learning of such shortfalls, sometimes not until late in the
fiscal quarter, could result in even more immediate and adverse effect on the
trading price of the Company's stock. Finally, changes in technology in the
industry in which the Company competes may result in significant volatility of
the Company's common stock price.
Acquisition Risk. The Company's future success may depend in part on its
ability to acquire technology or products that expand its product lines or that
can be used in future product developments or enhancements. No assurance can be
given that past or future acquisitions will produce the anticipated
technological enhancements, products or results. In addition, there can be no
assurance that acquisition opportunities will be available at prices that are
acceptable to the Company.
Risks Associated with International Operations. Revenue derived from
outside the United States may represent a significant portion of the Company's
total revenue, and the Company may purchase supplies manufactured outside the
United States. Sales to customers outside the United States and reliance on
foreign suppliers involve a number of risks, including unexpected changes in
regulatory requirements and tariffs, possible difficulties in enforcing
agreements and intellectual property rights, longer payment cycles, exchange
rate fluctuations, difficulties obtaining export licenses, the imposition of
withholding or other taxes, embargoes or exchange controls or the adoption of
other restrictions on foreign trade. One or more of the foregoing factors could
have a material adverse effect on the Company.
Infringement of Proprietary Technology. The Company is subject to the risk
of adverse claims and litigation alleging infringement by the Company of the
proprietary rights of others. From time to time, the Company has received claims
of infringement of other parties' proprietary rights. While the Company is not
aware of any infringement by it of the proprietary rights of others, there can
be no assurance that third parties will not assert infringement claims with
respect to the Company's products or that any pending or future claims will not
require the Company to enter into license arrangements or result in protracted
and costly litigation, regardless of the merits of such claims. No assurance can
be given that any necessary licenses will be available or that, if available,
such licenses can be obtained on commercially reasonable terms. The failure to
obtain such royalty or licensing agreements on a timely basis, or the Company's
involvement in patent or related litigation, could have a material adverse
effect on the Company.
Year 2000 Conversion. The Company is evaluating the risk, and cost
associated with the year 2000 conversion, but does not yet have sufficient data
to determine the impact of the Year 2000 issue on the Company. The Company
intends to communicate with customers, suppliers, financial institutions and
others with whom it does business with respect to the timely resolution of year
2000 issues. If necessary modifications and conversion by the Company and
those with which the Company does business are not completed timely, the year
2000 conversion issue may have a material adverse effect on the Company's
consolidated financial position and results of operations.
Dependence on Personnel. Microdyne believes that its future success will
depend in large part upon its ability to attract and retain highly skilled
engineering, managerial, sales, marketing and operations personnel. Except with
regard to the Chief Executive Officer, who entered into an initial two year
employment agreement as of March 10, 1997, the Company does not have employment
contracts with its key personnel. Competition for such personnel is intense,
especially in the areas of engineering, sales and marketing. The loss of key
management or technical personnel would have a material adverse effect on the
Company.
Management of Growth. Microdyne has recently experienced rapid growth
followed by significant decline in and discontinuance of its networking products
operations, which has placed, and could continue to place, a significant strain
on the Company's management, operations and internal systems. The failure of
management to effectively manage future growth or significant changes in the
level of operations could have a material adverse effect on the Company.
Potential Volatility of Stock Price. The market price of the Company's
Common Stock has been, and could be, subject to wide fluctuations in response
to, among other things, quarterly fluctuations in operating results, adverse
circumstances affecting the introduction or market acceptance of new products or
enhancements offered by the Company, failure to meet published estimates of, or
changes in earnings estimates by, securities analysts, announcements of new
products or enhancements by competitors,
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sales or anticipated sales of Common Stock by existing holders, loss of key
personnel, market conditions in the industry, shortages of key components and
general economic conditions. In addition, stock prices for many technology
companies, including the Company, have experienced significant volatility for
reasons unrelated to operating results. These fluctuations could adversely
affect the market price of the Company's Common Stock.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sales of the
Common Stock offered hereby.
SELLING STOCKHOLDER
This Prospectus covers the offer and sale of 250,000 shares of the
Company's Common Stock recently acquired by the Selling Stockholder, Roman
Herzig of Vienna, Austria, 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.
At the time of the Transaction, the Selling Stockholder owned none of the
Company's shares.
PLAN OF DISTRIBUTION
The Selling Stockholder may offer the Shares to or through brokers and
dealers and underwriters to be selected by the Selling Stockholder from time to
time. In addition, the Shares may be offered for sale through the Nasdaq Stock
Market, in the over-the-counter market, through a market maker, in one or more
private transactions, or a combination of such methods of sale, at prices and on
terms then prevailing, at prices related to such prices, or at negotiated
prices. The Selling Stockholder may pledge all or a portion of the Shares as
collateral in loan transactions. Upon default by the Selling Stockholder, the
pledgee in such loan transaction would have the same rights of sale as the
Selling Stockholder under this Prospectus. The Selling Stockholder also may
enter into exchange traded listed option transactions that require the delivery
of the Shares. The Selling Stockholder may also transfer the Shares in other
ways not involving market makers or established trading markets, including
directly by gift, distribution, or other transfer without consideration, and
upon any such transfer the transferee would have the same rights of sale as the
Selling Stockholder under this Prospectus. In addition, any securities covered
by this Prospectus that qualify for sale pursuant to Rule 144 of the Securities
Act, may be sold under Rule 144 rather than pursuant to this Prospectus.
Finally, the Selling Stockholder and any brokers and dealers through whom sales
of the Shares are made may be deemed to be "underwriters" within the meaning of
the Securities Act, and the commissions or discounts and other compensation paid
to such persons may be regarded as underwriters' compensation.
LEGAL MATTERS
The legality of the Common Stock offered hereby is being passed upon for
the Company by McGuire, Woods, Battle & Boothe LLP, 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 28, 1997 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.
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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.
SEC Registration fee $ 357
Accounting fees and expenses 750
Legal fees and expenses 2,500
Other 393
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Total $ 4,000
==========
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.
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.
23.2 Consent of Grant Thornton L.L.P.
24 Power of attorney.
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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 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.
2
<PAGE> 11
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 28th
day of May 1998.
MICRODYNE CORPORATION
By: /s/ Michael E. Jalbert
----------------------
Michael E. Jalbert
President and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Philip T. Cunningham and Michael E.
Jalbert, or any one or more of them, his attorneys-in-fact and agents, each with
full power of substitution and resubstitution for him in any and all capacities,
to sign any and all amendments or post-effective amendments to this Registration
Statement and to file the same with exhibits thereto and other documents in
connection therewith with the Securities and Exchange Commission granting unto
each of such attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary in connection with
such matters and hereby ratifying and confirming all that each of such
attorneys-in-fact and agents or his substitute or substitutes may do or cause to
be done by virtue hereof.
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.
Signature Title Date
/s/ Philip T. Cunningham Chairman May 28, 1998
- ------------------------
Philip T. Cunningham
/s/ Michael E. Jalbert President and Chief Executive May 28, 1998
- ------------------------ Officer, Director
Michael E. Jalbert
/s/ Christopher M. Maginniss Director May 28, 1998
- ----------------------------
Christopher M. Maginniss
/s/ Massoud Safavi Chief Financial Officer May 28, 1998
- ------------------------ (Principal Financial and
Massoud Safavi Accounting Officer)
/s/ Curtis M. Coward Director May 27, 1998
- ---------------------------
Curtis M. Coward
/s/ Gregory W. Fazakerley Director May 28, 1998
- ---------------------------
Gregory W. Fazakerley
/s/ H. Brian Thompson Director May 29, 1998
- ---------------------------
H. Brian Thompson
3
<PAGE> 12
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.
<PAGE> 1
Exhibit 5.1
McGuire Woods
Battle & Boothe LLP
The Army and Navy Club Building
1627 Eye Street, N.W.
Washington, D.C. 20006-4007
Telephone/TTD (202) 857-1700 Fax (202) 857-1737
May 29, 1998
Microdyne Corporation
3601 Eisenhower Avenue
Alexandria, Virginia 22304
Re: Microdyne Corporation
Form S-3 Registration Statement
Gentlemen:
We have examined the Registration Statement on Form S-3 (the "Registration
Statement") to be filed by Microdyne Corporation, a Maryland corporation (the
"Company"), with the Securities and Exchange Commission under the Securities Act
of 1933, as amended, regarding 250,000 shares of the Company's common stock,
$0.10 par value per share (the "Shares"). The Shares are being registered with
the Securities and Exchange Commission on Form S-3 for the benefit of Roman
Herzig as selling stockholder with respect to previously issued and outstanding
shares of the Company's common stock to be received on or shortly after the date
hereof by Roman Herzig pursuant to its private transaction with Philip T.
Cunningham.
Based upon our review of the Company's Articles of Incorporation and Bylaws
and such other documents and records as we have deemed necessary, it is our
opinion that the Shares are legally issued, fully paid and nonassessable shares
of common stock of the Company.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ McGuire Woods Battle & Boothe, LLP
<PAGE> 1
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We have issued our reports dated October 31,1997, accompanying the consolidated
financial statements of Microdyne Corporation appearing in the 1997 Annual
Report of the Company to its shareholders and accompanying the schedules
included in the Annual Report on Form 10-K for the year ended September 28,
1997, which are incorporated by reference in this Registration Statement. We
consent to the incorporation by reference in the Registration Statement of the
aforementioned reports and to the use of our name as it appears under the
caption "Experts."
/s/ Grant Thornton LLP
Vienna, Virginia
May 29, 1998
