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):
September 20, 2000
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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)
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Item 5. Other Events
Orbit International Corp. (Nasdaq SmallCap: ORBT) today announced that it
has entered
into a revised letter of intent with Homing, Inc. pursuant to which Orbit and
Homing have
agreed to combine.
Under the terms of the proposed transaction, as revised, Homing will
acquire all of the
shares of Orbit in exchange for shares of common stock of Homing in a tax-free
transaction.
Pursuant to the revised letter of intent, each shareholder of Orbit will
receive one share of
Homing common stock for each share of Orbit, or an aggregate of approximately
2,000,000
shares. Upon closing of the proposed transaction, Homing will have an
aggregate of
approximately 38,140,000 shares outstanding. In addition, Orbit presently has
outstanding
approximately 1,630,000 options and warrants, including 1,000,000 options
granted under the
terms of the original letter of intent, and Homing will have the right to
grant stock options in an
amount equal to 20% of the total outstanding shares at closing plus warrants
to purchase up to
5,000,000 shares of common stock of Homing. Under the terms of the proposed
transaction,
senior management of Orbit has advanced $500,000 to Homing which loan would be
converted
into 593,750 shares of Homing common stock on closing of the transaction.
Closing of the
proposed transaction is subject to a number of conditions, including
negotiation, execution and
delivery of definitive documentation, receipt of a fairness opinion
satisfactory to the board of
directors of Orbit indicating that the terms of the transaction are fair from
a financial point of
view to the shareholders of Orbit, consummation by Homing of a private
placement of not less
than $5,000,000 and satisfaction of certain other regulatory requirements and
contract
conditions. There can be no assurance that these conditions will be met.
Item 7: Financial Statements, Pro Forma Financial information and Exhibits.
(c) Exhibits
99.1 Press Release issued by the Company on September 20, 2000.
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: September 20, 2000
EXHIBIT
99.1
ORBIT INTERNATIONAL CORP. SIGNS REVISED LETTER OF INTENT
TO COMBINE WITH HOMING, INC.
HAUPPAUGE, NY, September 20, 2000 -- Orbit International
Corp. (Nasdaq SmallCap: ORBT) today announced that it has
entered into a revised letter of intent with Homing, Inc.
pursuant to which Orbit and Homing have agreed to combine.
Under the terms of the proposed transaction, as revised,
Homing will acquire all of the shares of Orbit in exchange for
shares of common stock of Homing in a tax-free transaction.
Pursuant to the revised letter of intent, each shareholder of
Orbit will receive one share of Homing common stock for each
share of Orbit, or an aggregate of approximately 2,000,000
shares. Upon closing of the proposed transaction, Homing will
have an aggregate of approximately 38,140,000 shares
outstanding. In addition, Orbit presently has outstanding
approximately 1,630,000 options and warrants, including
1,000,000 options granted under the terms of the original letter
of intent, and Homing will have the right to grant stock options
in an amount equal to 20% of the total outstanding shares at
closing plus up to 5,000,000 warrants. Under the terms of the
proposed transaction, senior management of Orbit has advanced
$500,000 to Homing which loan would be converted into 593,750
shares of Homing common stock on closing of the transaction.
Following the proposed transaction, the board of directors of
Homing would consist of five members designated by Homing and
two members designated by Orbit. Closing of the proposed
transaction is subject to a number of conditions, including
negotiation, execution and delivery of definitive documentation,
receipt of a fairness opinion satisfactory to the board of
directors of Orbit indicating that the terms of the transaction
are fair from a financial point of view to the shareholders of
Orbit, consummation by Homing of a private placement of not less
than $5,000,000 and satisfaction of certain other regulatory
requirements and contract conditions. There can be no assurance
that these conditions can be met.
Homing is a Delaware corporation formed in 1999 and
headquartered in New York with research and development
operations in Tel Aviv, Israel. Homing has developed and plans
to deploy a groundbreaking web-based software and service
architecture for personalization and management of content
across provider networks and media channels.
Homing's architecture incorporates a unique "self-learning"
feature with an expanding set of trainable "smart agents" -- a
virtual work force for personal/organizational use -- to
analyze, interpret and create a continually evolving profile of
a user's networked experience and content needs. This
architecture filters the overwhelming volume of information and
content allowing the user to create a truly personal networked
environment which evolves on a continuous basis to provide
relevant content to users. Homing's architecture provides a
powerful "end-user centric" solution to bridge the gap between
the rate at which information floods through networked
environments (Web, TV, intranets, mobile, etc.) and the ability
of humans to absorb content by creating, for each and every
user, a personally tailored dynamic prism of the information
world.
Homing plans to offer its universal core infrastructure and
a set of free applications as a tool for service providers and
networked organizations to automatically and continuously assess
and deliver relevant personalized content to users, improving
the quality of service and the overall experience of end-users.
Dennis Sunshine, CEO and President of Orbit commented, "We
are pleased with the terms of the revised letter of intent, in
that Orbit's shareholders will own an increased percentage of
Homing on completion of the transaction as compared to the
original letter of intent. We continue to be very excited about
the potential of Homing's technology, its business model and
revenue prospects."
About Orbit
Orbit International Corp., based in Hauppauge, NY, 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 commercial power units and
low noise uninterruptable power supplies (UPS). The Behlman
military division designs, manufactures and sells power units
and electronic products for measurement and display. 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, 1999.
Safe Harbor Statement
This press release contains "forward looking statements",
within the meaning of the Private Securities Litigation Reform
Act of 1995, regarding the Company's expectations relating to
the transaction, future business opportunities and plans of
Homing. These forward-looking statements involve known and
unknown risk, uncertainties and other factors that could cause
the actual future results of the Company to be materially
different from such forward looking statements. Factors that
might result in such differences include, without limitation,
satisfaction of the various conditions to closing of the
transaction, commercialization and acceptance of Homing's
technology, market conditions, competition and other factors.
The forward-looking statements contained herein are also subject
generally to other risks and uncertainties that are described
from time to time in the Company's reports and registration
statements filed with the Securities and Exchange Commission.
Contacts:
Ayala Rahav
Homing, Inc.
Tel: 011-972-3-6938577
Fax: 011-972-3-6938544
E-mail:[email protected]
Mitchell Binder
Orbit International Corp.
Tel: (631) 435-8300
E-mail: [email protected]
