<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
March 28, 1996
ORBIT INTERNATIONAL CORP.
(Exact name of registrant as specified in its charter)
Delaware
0-3936
11-1826363
(State or other
jurisdiction
incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
80 Cabot Court, Hauppauge, New York 11788
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (516) 435-
8300
(Former name or former address, if changed since last report)
<PAGE>
This Form 8-A/A is being filed to report the renegotiation of
the terms of the purchase of The Panda Group, Inc., which includes
the amendment of the promissory note issued in connection with the
acquisition and the issuance of a warrant.
<PAGE>
Item 2. Acquisition or Disposition of Assets
On July 12, 1993, Orbit International Corp. (the "Company")
completed the acquisition of substantially all of the assets and
the business as a going concern of The Panda Group, Inc.
("Panda"). The Company continues to operate the acquired business
as the East/West Division of the Company.
The following discussion is necessarily incomplete and
selective, and is qualified in its entirety by reference to the
exhibits attached hereto. Capitalized terms not otherwise defined
have the meaning ascribed to them in the original Current Report
on Form 8-K, dated July 12, 1993.
On March 28, 1996, the Company entered into an agreement (the
"Agreement") with Panda and the Shareholders in order to (a)
reduce the purchase price for the assets acquired under the Asset
Purchase Agreement and, in connection with such reduction, to
amend the Note so as to reduce the $8,000,000 principal amount
thereof, and to reflect certain other changes in the Note desired
by the parties, (b) amend certain other arrangements pursuant to
the Asset Purchase Agreement and documents executed in connection
therewith and (c) set forth certain other understandings.
The purchase price for the assets purchased pursuant the
Asset Purchase Agreement was reduced from $15,000,000 to
$8,850,000. The remaining $1,850,000 of the reduced purchase
price due will be paid pursuant to an amended promissory note as
follows: (i) $500,000 upon execution of the Agreement, (ii)
$250,000 payable on July 1, 1996, (iii) $250,000 payable on
January 1, 1997 and (iii) consecutive equal quarterly installments
of $42,500 commencing on March 31, 2002 and thereafter on the last
day of each June, September, December and March thereafter up to
and including December 31, 2006.
In addition, the Company agreed to issue to each of the
Shareholders a 10-year warrant (collectively, the "Warrants") to
purchase 125,000 shares of Common Stock of the Company. The
Warrants are not exercisable until the second anniversary of the
date of issuance and contain cashless exercise, antidilution and
redemption provisions. The exercise price of the Warrants is
$0.875.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits
(c) Exhibits
9. Form of Agreement among Kenneth Freedman, Frederick
Meyers, The Panda Group, Inc. and Orbit International Corp. dated
March 28, 1996; Form of Amended Promissory Note dated March 28,
1996; and Form of Warrant to purchase 125,000 share of Orbit
International Corp. Common Stock
10. Press Release.<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and
Exchange Act of 1934, the Registrant had duly caused this report
to be signed by the undersigned hereunto duly authorized.
Orbit International Corp.
By: /s/ Mitchell Binder
Mitchell Binder
Vice President - Finance
Dated: April 3, 1996<PAGE>
EXHIBIT INDEX
Exhibit Number Description of Exhibit
9* Form of Agreement among Kenneth
Freedman, Frederick Meyers, The
Panda Group, Inc. and Orbit
International Corp. dated March 28,
1996; Form of Amended Promissory
Note dated March 28, 1996; and Form
of Warrant to purchase 125,000
share of Orbit International Corp.
Common Stock
10 Press Release
_________________________
* Incorporated by reference to Exhibit 10(g) to the Company's
Annual Report on Form 10-K for the fiscal year ended December
31, 1995 filed with the Securities and Exchange Commission on
April 1, 1996.<PAGE>
EXHIBIT 10<PAGE>
<PAGE>
CONTACT FOR IMMEDIATE RELEASE
Mitchell Binder April 1, 1996
Vice President Finance
516-435-8300
ORBIT INTERNATIONAL CORP. ANNOUNCES
AMENDMENT TO PURCHAS E PRICE AND
PROMISSORY NOTE TO S ELLERS OF THE PANDA GROUP, INC.
Hauppauge, NY April 1, 1996. Orbit International Corp
(NASDQ:ORBT) today announced that it had entered into an
agreement with the sellers of the Panda Group, Inc. whereby the
purchase price for the assets of its East/West division under the
Asset Purchase Agreement dated July, 1993 was reduced from
$15,000,000 to $8,850,000 plus certain other consideration.
Accordingly the $8,000,000 Promissory note currently due to the
sellers was reduced to $1,850,000 with the final payment
thereunder due on December 31, 2006. The other consideration
provided to the sellers included an extension of their employment
agreements through December 31, 1996 and the issuance of
warrants to purchase an aggregate of 250,000 shares of the
Company's stock.
In announcing the agreement, Dennis Sunshine, President and CEO
commented that "the reduction of this Promissory Note was a
significant step toward securing the financial stability of the
Company. This agreement provides us the financial flexibility to
continue to implement the plan for our business strategy that
will move the Company in a new and positive direction and will
hopefully return the Company to levels of historical
profitability."
Orbit International Corp., based in Hauppauge, New York, operates
in three business segments:
Electronics, United States Apparel, and Canadian Apparel. The
Electronics segment is involved in the manufacture of customized
electronic components and subsystems for military and nonmilitary
government applications. Its Behlman Electronics, Inc.
subsidiary manufactures and sells high quality, distortion free
commercial power units and low noise uninterruptable power
supplies (UPS). The Behlman military division designs,
manufactures and sells power conversion devices and electronic
products for measurement and display. The United States Apparel
Segment consists of the Company's East/West division, a designer
and importer of women's activewear which includes, East End
Apparel Group, Ltd., an importer and distributor of women's
outerwear and sportswear. The Canadian Apparel segment consists
of Rice Sportswear, Daniel Marcus, and Symax Garment Company,
all of which are wholly owned subsidiaries manufacturing branded
and private-label outerwear and sportswear. For a more detailed
discussion of the risks inherent in the Company's business the
reader is referred to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1995 filed with the
Securities and Exchange Commission.
