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 ) December 2,
1996
CINCINNATI MICROWAVE, INC.
(Exact name of registrant as specified in its charter)
Ohio 0-13136 31-0903863
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
One Microwave Plaza, Cincinnati, Ohio 45249-9502
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (513) 489-5400
(Former name, former address and former fiscal year, if changed
since last report)
Item 5. Other Events
CINCINNATI, December 2, 1996-Cincinnati Microwave, Inc.
(Nasdaq:CNMW) today announced an agreement in principle has been
reached to settle the four consolidated securities class action
lawsuits filed against it in October and November, 1995, by the
payment of a combination of cash and Cincinnati Microwave shares
with a value of $9.25 million to a settlement fund for the
classes. The Company will contribute Cincinnati Microwave shares
with a value of $1,000,000 as its portion of the settlement to
the fund. The agreement is subject to court approval and other
contingencies.
After the four lawsuits were consolidated into one case, the
plaintiffs filed a First Amended Complaint, allegedly on behalf
of all purchasers of the Company's common shares on the open
market between July 12, 1995 and October 13, 1995, and who
suffered damages, and on behalf of all persons who purchased the
Company's common shares pursuant or traceable to an August 24,
1995 secondary offering of 4,600,000 of the Company's shares
between August 24, 1995 and October 13, 1995, and who suffered
damages. Defendants are the Company, certain of its past and
present officers and directors, and the underwriters for the
secondary offering. Plaintiffs purport to assert claims against
the Company and other defendants for violations of various
provisions of the Securities Act of 1933, the Exchange Act of
1934, and for violations of the common law of negligent
misrepresentation and fraud.
Cincinnati Microwave continues to deny all material allegations
of the First Amended Complaint, but agreed to the settlement to
avoid the expense and distraction of further legal proceedings,
and to put to rest the claims asserted. Final settlement is
subject to execution of formal settlement agreements and
releases, approval by Federal District Court and certain other
conditions. If the court preliminarily approves the proposed
settlement, members of the classes will be sent written notice
of the terms of the proposed settlement, and hearings will be
held by the court to consider final approval of the proposed
settlement.
Item 7. Financial Statements and Exhibits
(c) Exhibits.
99(i) - Press release of Cincinnati Microwave, Inc. dated
December 2, 1996.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, Cincinnati Microwave, Inc. has duly caused this report to
be signed on its behalf by the undersigned thereunto duly
authorized.
December 2, 1996
CINCINNATI MICROWAVE, INC.
By
Elaine M. Bacon
Assistant Corporate Secretary
FOR FURTHER INFORMATION:
At the Company: At the Financial Relations Board:
Elaine Bacon, General Inquiries Bill Schmidle, Analyst Inquiries
513-489-5400 312-640-6753
[email protected] Karl Plath, General Inquiries
312-640-6738
FOR IMMEDIATE RELEASE
CINCINNATI MICROWAVE ANNOUNCES AGREEMENT IN PRINCIPLE
TO SETTLE SECURITIES CLASS ACTION LAWSUITS
CINCINNATI, December 2, 1996-Cincinnati Microwave, Inc.
(Nasdaq:CNMW) today announced an agreement in principle has been
reached to settle the four consolidated securities class action
lawsuits filed against it in October and November, 1995, by the
payment of a combination of cash and Cincinnati Microwave shares
with a value of $9.25 million to a settlement fund for the
classes. The Company will contribute Cincinnati Microwave shares
with a value of $1,000,000 as its portion of the settlement to
the fund. The agreement is subject to court approval and other
contingencies.
After the four lawsuits were consolidated into one case, the
plaintiffs filed a First Amended Complaint, allegedly on behalf
of all purchasers of the Company's common shares on the open
market between July 12, 1995 and October 13, 1995, and who
suffered damages, and on behalf of all persons who purchased the
Company's common shares pursuant or traceable to an August 24,
1995 secondary offering of 4,600,000 of the Company's shares
between August 24, 1995 and October 13, 1995, and who suffered
damages. Defendants are the Company, certain of its past and
present officers and directors, and the underwriters for the
secondary offering. Plaintiffs purport to assert claims against
the Company and other defendants for violations of various
provisions of the Securities Act of 1933, the Exchange Act of
1934, and for violations of the common law of negligent
misrepresentation and fraud.
Cincinnati Microwave continues to deny all material allegations
of the First Amended Complaint, but agreed to the settlement to
avoid the expense and distraction of further legal proceedings,
and to put to rest the claims asserted. Final settlement is
subject to execution of formal settlement agreements and
releases, approval by Federal District Court and certain other
conditions. If the court preliminarily approves the proposed
settlement, members of the classes will be sent written notice
of the terms of the proposed settlement, and hearings will be
held by the court to consider final approval of the proposed
settlement.
Cincinnati Microwave designs, manufactures and markets ultrahigh
frequency and microwave wireless communications products. The
companys product lines include radar warning devices, digital
spread spectrum cordless telephones and wireless data modems for
use on the Cellular Digital Packet Data (CDPD) network. The
company's products combine its experience in ultrahigh frequency
and microwave wireless technology, including digital signal
processing, with its high volume manufacturing capabilities.
The company markets its products both under the ESCORT(TM) brand
name through direct advertising and as an Original Equipment
Manufacturer (OEM) supplier. The company's strategy for
entering new markets is to align with companies that have
established sales leadership and market positions. This
strategy is designed to provide broader access to the end user.
The company produces digital spread spectrum telephones for some
leading marketers of consumer telephones. The companys common
stock is traded on the Nasdaq National Market System under the
symbol CNMW.
Additional information on the company, its products and markets
can be obtained from the Companys world wide web site:
http://www.cnmw.com/welcome.htm
Information about Cincinnati Microwave also is available, free
of charge via fax, by dialing 1-800-PRO-INFO and using
ticker symbol CNMW.
