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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Annual Report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1998
Commission File Number: 0-4384
MICRODYNE CORPORATION
(Exact name of Registrant as specified in its charter)
MARYLAND 52-0856493
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
3601 EISENHOWER AVENUE, ALEXANDRIA, VA 22304
(Address of principal executive offices) (Zip Code)
(703) 329-3700
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.10 Par Value
(Title of Class)
INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND, (2) HAS BEEN SUBJECT TO
SUCH FILING REQUIREMENT FOR THE PAST 90 DAYS. YES X NO
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INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM 405
OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED, TO THE
BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION STATEMENTS
INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY AMENDMENT TO
THIS FORM 10-K. ( )
THE AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NON-AFFILIATES OF THE
REGISTRANT, BASED ON THE AVERAGE BID AND ASKED PRICES, APPROXIMATES $63,039,655
AS OF THE CLOSE OF BUSINESS ON DECEMBER 15, 1998.
THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE REGISTRANT'S CLASSES OF COMMON
STOCK AS OF THE CLOSE OF BUSINESS ON DECEMBER 15, 1998 IS 13,111,201 SHARES OF
COMMON STOCK, $0.10 PAR VALUE.
DOCUMENTS INCORPORATED BY REFERENCE: THE INFORMATION REQUIRED BY PART III
(ITEMS 10,11,12,AND 13) IS INCORPORATED BY REFERENCE FROM THE REGISTRANT'S
INFORMATION STATEMENT ATTACHED AS ANNEX A TO THE SCHEDULE 14D-9 FILED BY THE
REGISTRANT ON DECEMBER 9, 1998.
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This amendment to the Microdyne Corporation Annual Report on Form 10-K
for the fiscal year ended September 30, 1998 is being filed to include the Part
III information, certain of which information is incorporated by reference from
the Information Statement attached as Annex A to the Schedule 14D-9 filed by
the Registrant on December 9, 1998.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Except as set forth in this Item 10 below, this information is
incorporated by reference from the Company's Information Statement attached as
Annex A to the Schedule 14D-9 filed by the Registrant on December 9, 1998.
As of January 20, 1999, Philip T. Cunningham, Christopher M.
Maginniss, Curtis M. Coward and Michael E. Jalbert resigned as directors of the
Company; the Board of Directors was increased from six to seven; and Frank C.
Lanza, Robert V. LaPenta, Christopher C. Cambria, Robert F. Mehmel and Michael
T. Strianese were elected to fill the five vacancies then existing on the Board
of Directors. The information required under this Item 10 with respect to
Frank C. Lanza, Robert V. LaPenta, Christopher C. Cambria, Robert F. Mehmel
and Michael T. Strianese in their capacities as directors of the Company is
incorporated by reference from Schedule I to the Company's Information
Statement attached as Annex A to the Schedule 14D-9 filed by the Registrant on
December 9, 1998. Such information replaces similar information set forth in
such Information Statement with respect to Mssrs. Cunningham, Maginniss, Coward
and Jalbert in their capacities as directors of the Company, which such
information is not incorporated by reference herein.
ITEM 11. EXECUTIVE COMPENSATION
This information is incorporated by reference from the Company's
Information Statement attached as Annex A to the Schedule 14D-9 filed by the
Registrant on December 9, 1998.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of January 8, 1999, the number of
shares and percentage of the Common Stock owned by all persons known by the
Company to own beneficially more than 5% of the Common Stock. Pursuant to L-M
Acquisition Corporation's tender offer for all the outstanding shares of Common
Stock, all shares of Common Stock held as of January 7, 1999 by the Company's
directors and executive officers named in the Summary Compensation Table
incorporated by reference into Item 11 above were sold to L-M Acquisition
Corporation and, therefore, none of the Company's directors nor any of the
named executive officers owned any shares of Common Stock as of January 8,
1999. Similarly, all options to acquire Common Stock held by the Company's
directors or the named executive officers have been cancelled and converted
into the right to receive an amount in cash equal to the product of (a) the
number of Shares previously subject to such cancelled options and (b) the
amount by which $5.00 exceeds the exercise price per share previously subject
to such cancelled option. This information has been obtained in part from such
persons and in
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part from the Company's records. With respect to the holdings of L-M
Acquisition Corporation, the information has been obtained from Amendment No. 1
to Schedule 13D filed by L-M Acquisition Corporation on January 11, 1999.
<TABLE>
<CAPTION>
% OF
NAME COMMON STOCK CLASS OWNED
- ---- ------------ -----------
<S> <C> <C>
L-M Acquisition Corporation 12,049,673 91.9%
c/o L-3 Communications Corporation
600 Third Avenue
New York, New York 10016
</TABLE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
This information is incorporated by reference from the Company's
Information Statement attached as Annex A to the Schedule 14D-9 filed by the
Registrant on December 9, 1998.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
and Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
MICRODYNE CORPORATION
By:
January 27, 1999 /s/ Michael E. Jalbert
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Michael E. Jalbert
President and Chief Executive Officer
Pursuant to the requirements of the Securities and Exchange Act of
1934, this report has been signed by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
<TABLE>
<S> <C> <C>
PRINCIPAL EXECUTIVE OFFICER:
/s/ Michael E. Jalbert
- --------------------------- President January 27, 1999
Michael E. Jalbert Chief Executive Officer
PRINCIPAL FINANCIAL OFFICER:
/s/ Massoud Safavi
- --------------------------- Chief Financial January 27, 1999
Massoud Safavi Officer
- ------------------------------ Director January ___, 1999
Frank C. Lanza
- ------------------------------ Director January ___, 1999
Robert V. LaPenta
/s/ Christopher C. Cambria
- ------------------------------ Director January 27, 1999
Christopher C. Cambria
/s/ Robert F. Mehmel
- ------------------------------ Director January 27, 1999
Robert F. Mehmel
</TABLE>
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<TABLE>
<S> <C> <C>
/s/ Michael T Strianese
- ------------------------------ Director January 27, 1999
Michael T. Strianese
/s/ Gregory W. Fazakerley
- ------------------------------ Director January 27, 1999
Gregory W. Fazakerley
/s/ H. Brian Thompson
- ------------------------------ Director January 27, 1999
H. Brian Thompson
</TABLE>
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