NETWORKS ELECTRONIC CORP
8-K, 1999-08-06
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): July 30, 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>





ITEM 5.     OTHER INFORMATION

      (a) Reference is made to the press release of the Company issued on July
30, 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 99.1.





ITEM 7.     FINANCIAL STATEMENTS AND EXHIBITS

      (c)   Exhibits.

            99.1 Press Release



<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 3, 1999                      NETWORKS ELECTRONIC CORP.



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



<PAGE>



                                 EXHIBIT INDEX

EXHIBITS
- --------


99.1        Press Release




<PAGE>

July 30, 1999, Friday

NETWORKS ELECTRONIC CORP. ANNOUNCES RECEIPT OF NEW OFFER TO PURCHASE COMPANY

Chatsworth California. Networks Electronic Corp. (OTC:NWRK) announced today that
is has received a new offer to purchase its shares which may exceed the
consideration Network Electronic Corp. is to receive from GWB (USA), Inc.
pursuant to the definitive merger agreement which Networks Electronic Corp.
entered into on July 19. 1999. Networks Electronic Corp. reported that a
special committee of its board of directors today held an emergency meeting in
order to begin the process of fully evaluating the terms of the new offer.

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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