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):
June 7, 2000
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 (631)435-8300
(Former name or former address, if changed since last report)
Item 5. Other Events
Orbit International Corp. announced that it has entered into a letter of
intent with Homing, Inc. pursuant to which Orbit and Homing have agreed to
combine.
Under the terms of the proposed transaction, 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 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 54,400,000 shares
outstanding. In addition, Orbit presently has outstanding approximately
630,000 options and warrants and will have the right to grant up to an
additional 1,000,000 options and warrants and Homing will have the right to
grant stock options in an amount equal to 15% of the total outstanding
shares at closing. Under the terms of the proposed transaction, senior
management of Orbit has agreed to advance $500,000 to Homing which loan would
be forgiven on closing of the proposed 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 will be met.
Item 7: Financial Statements, Pro Forma Financial information and Exhibits.
(c) Exhibits
99.1 Press Release issued by the Company on June 7, 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: June 8, 2000
EXHIBIT
99.1
ORBIT INTERNATIONAL CORP. SIGNS LETTER OF INTENT
TO COMBINE WITH HOMING, INC.
HAUPPAUGE, NY, June 7, 2000 -- Orbit International Corp.
(Nasdaq SmallCap: ORBT) today announced that it has entered into
a letter of intent with Homing, Inc. pursuant to which Orbit and
Homing have agreed to combine.
Under the terms of the proposed transaction, 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 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 54,400,000 shares outstanding. In addition, Orbit
presently has outstanding approximately 630,000 options and
warrants and will have the right to grant up to an additional
1,000,000 options and warrants and Homing will have the right to
grant stock options in an amount equal to 15% of the total
outstanding shares at closing. Under the terms of the proposed
transaction, senior management of Orbit has agreed to advance
$500,000 to Homing which loan would be forgiven on closing of
the proposed 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 will
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 Aself-learning@
feature with an expanding set of trainable Asmart 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 Aend-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, AWe
have continually explored opportunities to enhance shareholder
value. We believe that this transaction with Homing will
provide our shareholders with an opportunity to participate in
exciting new technology.@
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 Aforward 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.
Notice of Registration Statement
It is expected that a registration statement, which will
contain a proxy statement/prospectus, and other documents will
be filed with the Securities and Exchange Commission. INVESTORS
AND SECURITY HOLDERS ARE URGED TO READ THE PROXY
STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH
THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. Investors and security holders will be
able to receive the proxy statement/prospectus and other
documents free of charge at the SEC=s web site, www.sec.gov.
Contacts:
Ayala Rahav
Homing, Inc.
Tel: 011-972-3-9247077
Fax: 011-972-3-9247759
E-mail:[email protected]
Mitchell Binder
Orbit International Corp.
Tel: (631) 435-8300
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