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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934
JULY 2, 1999
Date of Report
(Date of earliest event reported)
VERTEX COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
TEXAS 75-1982974
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
COMMISSION FILE NUMBER: 0-15277
2600 N. LONGVIEW STREET, KILGORE, TEXAS 75662
(Address of principal executive offices) (Zip Code)
(903) 984-0555
Registrant's telephone number, including area code
NOT APPLICABLE
(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS
Reference is made to the press release issued to the public by the Registrant
dated July 2, 1999. The text of this release is attached hereto as Exhibit 99.1
and incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
99.1 - Press release dated July 2, 1999 entitled "Vertex Communications
Corporation Announces Restructuring".
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
VERTEX COMMUNICATIONS CORPORATION
Date: July 9, 1999 By: /s/ J. D. Carter
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J. D. Carter
Vice President and
Chief Financial Officer
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EXHIBIT INDEX
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Exhibit
Number Description
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<S> <C>
99.1 Press Release dated July 2, 1999
entitled "Vertex Communications
Corporation Announces Restructuring".
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Exhibit 99.1
VERTEX COMMUNICATIONS CORPORATION ANNOUNCES RESTRUCTURING
2 July, 1999, Kilgore, Texas - Vertex Communications Corporation (NYSE VTX),
reported today that its Board of Directors has approved a restructuring plan
involving a write-down of slow-moving/obsolete antenna component inventories
and other non-performing assets and certain inventories related to the
Company's networking systems product line. Chairman of the Board and CEO Rex
Vardeman said, "As a result of the continued deterioration of various foreign
economies and the rapid evolution of networking technology, we are abandoning
ongoing efforts to market certain antenna components and networking products
and subsystems which are mainly used in international wireless transmission
telecommunications applications."
The Company will record a special charge of approximately $9.5 million in its
fiscal third quarter ended July 2, 1999. The charge is comprised of $4.8
million for goodwill, $2.5 million for inventory and non-performing assets
related to the networking systems product line, and $2.2 million of
slow-moving/obsolete antenna components and other charges.
Vardeman added: "Vertex continues to experience difficulty in achieving this
fiscal year's targets for revenue and earnings. We expect a continued
deterioration of orders and earnings in the second half of the year due
primarily to the worldwide monetary problems in the foreign economies which
make up the bulk of our market.
"We have expended a considerable amount of effort over the recent past
attempting to transform a difficult international market situation into product
sales. What was once a lucrative and very promising marketplace has fallen
victim to world economies and ever-improving technology.
"With the inventory writedown and the discontinued product line behind us, we
are more focused on continuing what has been for 15 years an excellent record
of achievement and admirable growth. This positive action will improve
productivity and frees up several of our key employees to pursue opportunities
that are more strategically aligned with the Company's core business."
Except for the historical information contained herein, the matters discussed
in this press release are forward-looking and, therefore, inherently involve
risks and uncertainties including, but not limited to, economic, competitive,
governmental, and technological factors affecting the Company's operations,
markets, products, services, prices, and other factors discussed in the
Company's filings with the Securities and Exchange Commission.
Vertex Communications Corporation is a leader in the design and manufacture of
satellite communications earth station products for worldwide commercial and
government use, offering full service from engineering and design to standard
products, turnkey installations and site service and maintenance around the
world.
