<PAGE>
===============================================================================
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): November 11, 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)
===============================================================================
<PAGE>
VERTEX COMMUNICATIONS CORPORATION
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
===============================================================================
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 November 12, 1999, Vertex Communications Corporation, a Texas
corporation (the "Company") and Tripoint Global Communications, Inc.
("Tripoint"), announced that they have entered into a definitive Agreement
and Plan of Merger dated as of November 11, 1999 (the "Merger Agreement")
providing for the acquisition of the Company by Tripoint. The Merger
Agreement contemplates that a wholly-owned subsidiary of Tripoint ("Sub")
will commence a tender offer for all outstanding shares of Common Stock of
the Company for $22.00 per share. Tripoint expects to commence the tender
offer on November 18, 1999, and the offer will remain open for a minimum of
20 business days. Following the consummation of the tender offer, Sub will be
merged into the Company and any shares not purchased in the tender offer
(other than those held by dissenting shareholders or by the Company,
Tripoint, or any subsidiary of the Company or Tripoint) will be converted
into the right to receive $22.00 per share. Consummation of the tender offer
and the merger is subject to a number of conditions, as provided in the
Merger Agreement. A copy of the press release announcing the acquisition is
incorporated herein by reference and attached hereto as Exhibit 99.1.
On November 16, 1999, the Company also announced its financial
results for the fiscal year ended September 30, 1999. Additional information
regarding the Company's fiscal 1999 financial results is included in the
Company's press release dated November 16, 1999, which is incorporated herein
by reference and attached hereto as Exhibit 99.2.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS.
Not applicable.
1
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
ITEM EXHIBIT
---- -------
99.1 Press Release, dated November 12, 1999.
99.2 Press Release, dated November 16, 1999.
ITEM 8. CHANGE IN FISCAL YEAR.
Not applicable.
ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.
Not applicable.
2
<PAGE>
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: November 16, 1999 By:/s/ James D. Carter
----------------------------------------------
James D. Carter
Vice President and Chief Financial Officer
3
<PAGE>
INDEX TO EXHIBITS
ITEM
NUMBER EXHIBIT
-------- -------
99.1 Press Release, dated November 12, 1999
99.2 Press Release, dated November 16, 1999
<PAGE>
[LOGO] Vertex Communications Corporation
2600 N. Longview Street
Kilgore, TX 75662-6842
903/984-0555
NEWS RELEASE
TRIPOINT GLOBAL COMMUNICATIONS, INC. TO ACQUIRE
VERTEX COMMUNICATIONS CORPORATION
FOR $22.00 PER SHARE OR $118,686,000
Gastonia, NC, and Kilgore, TX (November 12, 1999)--TriPoint Global
Communications, Inc., a leading supplier of satellite and wireless
communications products and services, and Vertex Communications Corporation
(NYSE-VTX), a leader in the design and manufacture of satellite
communications earth station products, today announced that they have entered
into a definitive agreement under which TriPoint Global Communications, Inc.
will acquire Vertex Communications Corporation for $22.00 per share, for an
aggregate consideration of $118,686,000.
Pursuant to the agreement, TriPoint Global Communications, Inc. will
begin a tender offer for all outstanding shares of Vertex Communications
Corporation for $22.00 per share. TriPoint Global Communications, Inc.
expects to commence the offer on November 18, 1999. The offer will remain
open for a minimum of 20 business days. Any shares not purchased in the offer
will be acquired for the same price in cash in a second step merger. Vertex
will pay a termination fee if the merger agreement is terminated under
circumstances specified in the agreement. In addition, certain members of the
management and board of directors of Vertex have entered into a shareholder
agreement in which they have agreed to tender their shares into the offer and
to vote in favor of the merger.
The merger agreement and the shareholder agreement have been
approved by the boards of directors of TriPoint Global Communications, Inc.
and Vertex Communications Corporation. The offer and the merger are
conditioned upon, among other things, clearance under the Hart-Scott-Rodino
Antitrust Improvements Act and the Exon-Florio Act. Assuming the required
regulatory approvals and clearances are received, it is anticipated that the
acquisition of Vertex Communications Corporation will be completed in
December of 1999.
TriPoint Global Communications, Inc. (www.tripointglobal.com)
comprises three groups--RSI, Prodelin, and CSA Wireless Communications. The
company is a leading global supplier of satellite and wireless communications
products and services.
Vertex Communications Corporation (www.vertexcomm.com) 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.
--more--
<PAGE>
FOR MORE INFORMATION CALL:
E. SCOTT WOOD
TRIPOINT GLOBAL COMMUNICATIONS, INC.
AT 770/689-2059
J. REX VARDEMAN, PRESIDENT AND CEO OR
JAMES D. CARTER, CHIEF FINANCIAL OFFICER
VERTEX COMMUNICATIONS CORPORATION
AT 903/984-0555
####
<PAGE>
11/15/99 1:54 PM
[LOGO] Vertex Communications Corporation
2600 N. Longview Street
Kilgore, Texas 75662-6842
903/984-0555
NEWS RELEASE
VERTEX COMMUNICATIONS CORPORATION
REPORTS 1999 FISCAL YEAR END RESULTS
November 16, 1999, Kilgore, Texas - Vertex Communications Corporation
(NYSE - VTEX), a leader in the design and manufacture of satellite
communications earth station products for commercial and governmental use,
has reported results for the year ended September 30, 1999.
Revenues for the year were $116,936,000, a 10 percent decrease from the
$130,017,000 reported for the prior year. Net loss reported for the year was
$(6,721,000), compared to net income of $10,086,000 reported a year earlier.
Fiscal 1999 basic and diluted loss per share were both $(1.32) as compared to
last year's earnings per share of $1.98 for basic and $1.90 for diluted.
For the fourth quarter, revenues decreased 11 percent to $28,442,000, as
compared to the $32,135,000 reported for the comparable quarter of 1998. Net
loss was $(1,311,000), as compared to the $2,679,000 net income reported for
the 1998 fourth quarter. The fiscal 1999 fourth quarter's basic and diluted
loss per share were $(.26), compared to $.53 basic and $.51 diluted earnings
per share recorded in the comparable quarter of fiscal 1998.
New orders for fiscal 1999 were $132,556,000--basically flat when compared to
the $132,338,000 booked in fiscal 1998. The backlog of unfilled orders was
$89,589,000 on September 30, 1999, a 21 percent increase, compared to
$73,971,000 one year earlier.
Rex Vardeman, Chairman and Chief Executive Officer, said, "Market conditions
have continued to force our profit margins down as we strive to maintain our
market position. We are encouraged by the healthy increase in orders backlog
and improving margins in that backlog. We continue with consistent levels of
engineering development and believe that the new Ka- and Ku-band products
will give added emphasis to a returning product market."
This release, other than historical information, includes forward-looking
statements with respect to achieving corporate objectives, the effect of
future trends in the earth station satellite communications equipment
industry, and certain other matters. These statements are made under
-- more --
<PAGE>
the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995 and involve risks and uncertainties which could cause
actual results to differ materially from those in the forward-looking
statements, including, but not limited to, the following: the difficulties
and uncertainties in successfully developing and introducing new products,
rapid and unexpected technological changes, market demand and acceptance of
products, the impact of changing global economic conditions, fluctuation in
foreign currency exchange rates and capital expenditures of certain foreign
countries in Southeast Asia, particularly Malaysia, Indonesia, and Thailand,
and Eastern Europe, particularly Russia, business conditions in the satellite
communications industry, manufacturing efficiencies, rising costs and
availability of components and the impact of market peers and their products,
as well as other risks identified in the Company's Annual Report on Form
10-K, Quarterly Reports on Form 10-Q, and other Securities and Exchange
Commission filings. These filings can be obtained by contacting Vertex
investor relations.
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.
FOR MORE INFORMATION CALL:
J. REX VARDEMAN, PRESIDENT AND CEO OR
JAMES D. CARTER, CHIEF FINANCIAL OFFICER
AT 903/984-0555
####
