NETWORKS ELECTRONIC CORP
8-K, 1999-08-19
BALL & ROLLER BEARINGS
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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): August 12, 1999.


                            NETWORKS ELECTRONIC CORP.
               (Exact Name of Registrant as Specified in Charter)


           California                0-1817                     95-1770469
  (State or Other Jurisdiction     (Commission                 (IRS Employer
        of Incorporation)          File Number)             Identification No.)


                               9750 DeSoto Avenue
                          Chatsworth, California 91311
                    (Address of Principal Executive Offices)

                                 (818) 341-0440
                         (Registrant's Telephone Number)

                                      None
                           (Former Name of Registrant)




                                     Page 1
<PAGE>






ITEM 5.     OTHER INFORMATION

       (a)  Reference is made to the press release of the Company issued on
August 12, 1999 which contains the information meeting the requirements of this
Item 5 and is incorporated herein by this reference. A copy of this press
release is attached to this Form 8-K as Exhibit 99.3.





ITEM 7.     FINANCIAL STATEMENTS AND EXHIBITS

       (c)  Exhibits.

            99.3 Press Release.





                                     Page 2
<PAGE>




                                   SIGNATURES


      Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


August 19, 1999                     NETWORKS ELECTRONIC CORP.




                                   By:/s/ DAVID WACHTEL
                                      -----------------------
                                      David Wachtel
                                      Chief Executive Officer




                                     Page 3
<PAGE>

                                 EXHIBIT INDEX

EXHIBITS


99.3        Press Release

                                     Page 4

AUGUST 12, 1999

COMPANY PRESS RELEASE

COURT APPROVES SALE OF TRUST TO GWB(USA), INC.

Chatsworth California, August 12, 1999 - Networks Electronic Corp. (OTC:NWRK)
announced today that yesterday a judge of the Superior Court of the State of
California for the County of Los Angeles approved of the disposition of the
Mihai D. Patrichi Trust's interests in Networks Electronic Corp. pursuant to the
terms of the definitive merger agreement which Networks Electronics Corp. and
GWB (USA), Inc. entered into on July 19, 1999. Such approval of the transaction
is one of several conditions to the consummation of the merger.

This press release contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. These statements are subject to significant risks and
uncertainties that may cause results to vary from expectations. Such factors
include: the possibility of adverse changes in the markets the companies serves
and other risks and uncertainties regarding the operations of the company are
described in Networks' most recent report on Form 10-K and 10-Q filed with the
SEC.

CONTACT:
Carol Hummel, Investor Relations Networks Electronic Corp.
Ph: 818-341-0440 Ext 218




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