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UNITED STATES
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): December 16, 1999
VERTEX COMMUNICATIONS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
TEXAS 0-15277 75-1982974
(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
2600 NORTH LONGVIEW STREET, KILGORE, TEXAS 75662
(ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES)
Registrant's telephone number, including area code: (903) 984-0555
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
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VERTEX COMMUNICATIONS CORPORATION
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
Not applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Not applicable.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Not applicable.
ITEM 5. OTHER EVENTS.
On December 16, 1999, Vertex Communications Corporation (the
"Company") and TriPoint Global Communications Inc., a Delaware corporation
("TriPoint"), jointly announced that the expiration of the tender offer by
Signal Acquisition Corporation, a Texas corporation ("Signal") and a
wholly-owned subsidiary of TriPoint, has been extended to January 14, 2000.
On December 17, 1999, the Company announced that the Annual Meeting of
Shareholders previously scheduled for Thursday, January 27, 2000, is
postponed until Friday, February 25, 2000. A copy of the press release
announcing the extension of the tender offer is incorporated herein by
reference and attached hereto as Exhibit 99.1. A copy of the press release
announcing the postponement of the Company's Annual Meeting of Shareholders
is incorporated herein by reference and attached hereto as Exhibit 99.2.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS.
Not applicable.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Item Exhibit
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99.1 Press Release, dated December 16, 1999 issued by the
Company and TriPoint.
99.2 Press Release, dated December 17, 1999 issued by
the Company.
ITEM 8. CHANGE IN FISCAL YEAR.
Not applicable.
ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.
Not applicable.
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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 thereunto duly authorized.
VERTEX COMMUNICATIONS CORPORATION
Date: December 17, 1999 By: /s/ James D. Carter
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James D. Carter
Vice President and Chief Financial Officer
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INDEX TO EXHIBITS
ITEM
NUMBER EXHIBIT
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99.1 Press Release, dated December 16, 1999 issued by the Company
and TriPoint.
99.2 Press Release, dated December 17, 1999 issued by the Company.
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
TriPoint Global Communications Inc.
and Vertex Communications Corporation
Announce Extension of Tender Offer
to January 14, 2000
Gastonia, NC, and Kilgore, TX (December 16, 1999)--As previously
announced, TriPoint Global Communications Inc. has received a request for
additional information and documents from the Antitrust Division of the
Department of Justice relating to its tender offer for all outstanding shares
of Vertex Communications Corporation (NYSE--VTX) at $22 per share. In
addition, Vertex received a civil investigative demand from the Antitrust
Division seeking similar information and documents. TriPoint and Vertex are
cooperating fully with the Antitrust Division in responding to these
requests. The second request has the effect of extending the waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act until 10 calendar days
after compliance with the request. Because the waiting period has not expired
and will not expire today, the scheduled expiration date of the offer,
TriPoint and Vertex have agreed to extend the offer until 5:00 p.m., New York
City time, on January 14, 2000.
TriPoint has been informed that the Committee on Foreign Investment in
the United States ("CFIUS") has completed its review process and determined
that there are no issues of national security sufficient to warrant an
investigation under the Exon-Florio Act.
The depositary for the tender offer, First Union National Bank, has
advised TriPoint that 4,978,232 Vertex shares had been tendered and not
withdrawn as of the close of business on Thursday, December 16, 1999.
For more information call:
E. Scott Wood
TriPoint Global Communications Inc.
at 770/689-2059
J. Rex Vardeman, President and Chief Executive Officer or
James D. Carter, Chief Financial Officer
Vertex Communications Corporation
at 903/984-0555
Vertex Communications Corporation
2600 N. Longview Street
Kilgore, Texas 75662-6842
903/984-0555
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Exhibit 99.2
(LOGO) Vertex Communications Corporation
2600 N. Longview Street
Kilgore, Texas 75662-6842
903/984-0555
NEWS RELEASE
VERTEX COMMUNICATIONS CORPORATION
POSTPONES ANNUAL SHAREHOLDERS' MEETING
17 December 1999, Kilgore, Texas - Vertex Communications Corporation
(NYSE-VTX) announced today that its Board of Directors has postponed the Annual
Shareholders' Meeting originally scheduled for Thursday, January 27, 2000. The
meeting is currently scheduled for Friday, February 25, 2000, and the record
date for shareholders will be January 7, 2000. The time and location for the
meeting will be announced at a later date.
As previously announced, Vertex Communications Corporation and TriPoint
Global Communications Inc. entered into a definitive agreement under which
TriPoint commenced a tender offer to purchase all of the outstanding shares of
Common Stock of Vertex for $22.00 per share. The tender offer was originally
scheduled to expire on December 16, 1999. However, Vertex and TriPoint have
agreed to extend the offer until 5:00 p.m., New York City time, on January 14,
2000 in order to respond to an additional document request by the Antitrust
Division of the Department of Justice relating to the offer. The Company has
decided to postpone the Annual Shareholders' Meeting pending the expiration of
the extended tender offer period.
FOR MORE INFORMATION CALL:
J. REX VARDEMAN, PRESIDENT AND CEO OR
JAMES D. CARTER, CHIEF FINANCIAL OFFICER
VERTEX COMMUNICATIONS CORPORATION
AT 903/984-0555
