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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 8, 1999
Microdyne Corporation
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(Exact Name of Registrant as specified in its Charter)
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Maryland 0-4384 52-0856493
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(State or other jurisdiction of corporation) (Commission File No.) (I.R.S. Employer
Identification No.)
3601 Eisenhower Avenue
Alexandria, Virginia 22304
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(Address of Principal Executive Offices) (Zip Code)
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Registrant's telephone number, including area code: (703) 329-3700
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Item 1. Changes in Control of Registrant.
On January 8, 1999, L-3 Communications Corporation, a Delaware
corporation ("Parent"), through its wholly owned subsidiary, L-M Acquisition
Corporation, a Maryland corporation (the "Purchaser"), announced that it had
accepted for payment an aggregate of 12,049,673 shares of common stock, par
value $0.10 per share (the "Shares"), of Microdyne Corporation, a Maryland
corporation (the "Company"), pursuant to Purchaser's tender offer for the
Shares at a price of $5.00 per Share, net to the seller in cash (the "Offer").
The Offer was made pursuant to an Agreement and Plan of Merger among Parent,
Purchaser and the Company dated as of December 3, 1998 (the "Merger
Agreement"), which provides for, among other things, the two-step acquisition
of the Company through the Offer followed by a merger of Purchaser with the
Company (the "Merger"). The Shares accepted for payment include 5,754,575
Shares tendered to Purchaser pursuant to the terms of the Tender Agreement by
and among Parent, Philip T. Cunningham, Successor Trust to Philip T. Cunningham
Grantor Retained Annuity Trust #1, Philip T. Cunningham Grantor Retained
Annuity Trust #2, Maura Spaeth, Katherine Cunningham and Neal Sanders, as agent
for Roman Herzig and Gallerie Nissl, dated December 3, 1998.
The Shares purchased pursuant to the Offer constitute approximately
91.9 percent of the issued and outstanding shares of the Company's common
stock. At the effective time of the Merger, each issued and outstanding share
of the Company's common stock (other than shares owned by Parent or Purchaser)
shall be cancelled, extinguished and converted into, and become exchangeable
for, the right to receive $5.00 in cash, without interest, less any required
withholding taxes.
The aggregate purchase price for the Shares purchased pursuant to the
Offer was $60,248,365. Purchaser received all of the funds necessary to
purchase the Shares through capital contributions or advances made by Parent.
Parent obtained such funds from cash on hand and through its existing bank
credit facilities including the Amended and Restated Credit Agreement, dated as
of August 13, 1998, among Parent, Lehman Commercial Paper Inc., Bank of America
NT & SA and the several Lenders from time to time parties thereto and the 364
Day Credit Agreement, dated as of August 13, 1998, among Parent, Lehman
Commercial Paper Inc., Bank of America NT & SA and the several Lenders from
time to time parties thereto. Such credit facilities will be secured in part by
the pledge of all the shares of common stock of the company surviving the
Merger.
Pursuant to Section 6.3 of the Merger Agreement and effective as of
January 20, 1999, the Board of Directors of the Company increased the size of
the Board of Directors from six to seven, Philip T. Cunningham, Michael E.
Jalbert, Curtis M. Coward and Christopher M. Maginniss resigned as directors of
the Company, and the Board of Directors elected to the Board of Directors the
following individuals designated by Purchaser ("Purchaser's Designees") to fill
the vacancies created by the increase in the size of the Board of Directors and
the resignations referred to above: Frank C. Lanza, Robert V. LaPenta,
Christopher C. Cambria, Robert F. Mehmel and Michael T. Strianese. As a
result, Purchaser's Designees constitute a majority of the seven member Board
of Directors of the Company.
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Item 7. Financial Statements and Exhibits.
(c) Exhibits:
99.1 Agreement and Plan of Merger, dated as of December 3, 1998,
among L-3 Communications Corporation, L-M Acquisition
Corporation and Microdyne Corporation (incorporated by
reference to Exhibit 1 to the Schedule 14D-9 filed by the
Company on December 9, 1998).
99.2 Tender Agreement by and among L-3 Communications Corporation,
Philip T. Cunningham, Successor Trust to Philip T. Cunningham
Grantor Retained Annuity Trust #1, Philip T. Cunningham
Grantor Retained Annuity Trust #2, Maura Spaeth, Katherine
Cunningham and Neal Sanders, as agent for Roman Herzig and
Gallerie Nissl dated December 3, 1998 (incorporated by
reference to Exhibit 2 to the Schedule 14D-9 filed by the
Company on December 9, 1998).
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SIGNATURE
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 thereunto duly authorized.
Date: January 23, 1999 By: /s/ Massoud Safavi
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Massoud Safavi
Chief Financial Officer
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Exhibit Index
Exhibit No. Title
99.1 Agreement and Plan of Merger, dated as of December 3,
1998, among L-3 Communications Corporation, L-M
Acquisition Corporation and Microdyne Corporation
(incorporated by reference to Exhibit 1 to the
Schedule 14D-9 filed by the Company on December 9,
1998).
99.2 Tender Agreement by and among L-3 Communications
Corporation, Philip T. Cunningham, Successor Trust to
Philip T. Cunningham Grantor Retained Annuity Trust
#1, Philip T. Cunningham Grantor Retained Annuity
Trust #2, Maura Spaeth, Katherine Cunningham and Neal
Sanders, as agent for Roman Herzig and Gallerie Nissl
dated December 3, 1998 (incorporated by reference to
Exhibit 2 to the Schedule 14D-9 filed by the Company
on December 9, 1998).
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