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) February 13, 1997
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)
Form 8-K Cincinnati Microwave, Inc.
Item 5. Other Events
CINCINNATI, February 13, 1997 Cincinnati Microwave, Inc. (Nasdaq: CNMW)
announced today that the Asset Purchase Agreement dated December 3, 1996
between BEL-Tronics U.S.A., Inc. and the Company has been terminated.
The Company had previously announced that the transaction was subject to
numerous conditions precedent including BEL-Tronics obtaining additional
equity or debt financing on terms satisfactory to the parties and
Cincinnati Microwave obtaining additional working capital to
continue operations through the consummation of the transaction.
Since certain conditions precedent to the consummation of the transaction
have not been fulfilled, and are incapable of fulfillment, the agreement
has been terminated.
The Company also said that it intends to file for protection under Chapter 11 of
of the U.S. Bankruptcy Code within the next several days.
The Company also announced that Joseph M. O'Donnell has resigned from the
board of directors stating that he did not have the time available to meet
his many commitments. Kurt H.Stump, Cincinnati Microwave's vice president
and chief financial officer, has been appointed a director,
effective yesterday.
Form 8-K Cincinnati Microwave, Inc.
Item 7. Financial Statements and Exhibits
(c) Exhibits.
99(i) - Press release of Cincinnati Microwave, Inc. dated February 13, 1997.
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.
February 13, 1997
CINCINNATI MICROWAVE, INC.
By
Elaine M. Bacon
Assistant Corporate Secretary
FOR FURTHER INFORMATION:
At the Company: At the Financial Relations Board:
Elaine Bacon Bill Schmidle, Analyst Inquiries
513-489-5400 312-640-6753
[email protected] Karl Plath, General Inquiries
312-640-6738
FOR IMMEDIATE RELEASE
Cincinnati Microwave Issues Statement
CINCINNATI, February 13, 1997 Cincinnati Microwave, Inc. (Nasdaq: CNMW)
announced today that the Asset Purchase Agreement dated December 3, 1996
between BEL-Tronics U.S.A., Inc. and the Company has been terminated. The
Company had previously announced that the transaction was subject to
numerous conditions precedent including BEL-Tronics obtaining
additional equity or debt financing on terms
satisfactory to the parties and Cincinnati Microwave obtaining
additional working capital to continue operations through the
consummation of the transaction. Since certain conditions precedent
to the consummation of the transaction have not been
fullfilled, and are incapable of fulfillment, the agreement has
been terminated.
The Company also said that it intends to file for protection under Chapter 11 of
the U.S. Bankruptcy Code within the next several days.
The Company also announced that Joseph M. O'Donnell has resigned from the
board of directors stating that he did not have the time available to meet his
many commitments. Kurt H. Stump, Cincinnati Microwave's vice president
and chief financial officer, has been appointed a director, effective
yesterday.
Cincinnati Microwave designs, manufactures and markets ultrahigh frequency
and microwave wireless communications products. The Company's 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.
Additional information on the Company, its products and markets can be
obtained from the Company's worldwide 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.
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