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 9, 1999
MICROLOG CORPORATION
(Exact name of registrant as specified in its charter)
VIRGINIA 0-14880 52-0901291
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification Number)
20270 GOLDENROD LANE
GERMANTOWN, MARYLAND 20876-4070
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (301) 428-9100
NOT APPLICABLE
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On June 9, 1999, Microlog Corporation (the "Registrant") issued a
press release announcing that it has entered into a non-binding letter of intent
with TFX Equities, Inc. to invest $4 million in Microlog's Common Stock at $1.50
per share. Attached as Exhibit 99 to this Current Report on Form 8-K is the text
of the June 9, 1999 press release.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits.
99. Press Release, dated June 9, 1999, regarding the Registrant's
non-binding letter of intent with TFX Equities, Inc.
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<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 hereunto duly authorized.
MICROLOG CORPORATION
Date: June 11, 1999 By: /s/ Steven R. Delmar
----------------------
Steven R. Delmar,
Executive Vice President
and Chief Financial Officer
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<PAGE>
EXHIBIT INDEX
Exhibit Description Page
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99. Press Release dated June 10, 1999
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EXHIBIT 99
FOR IMMEDIATE RELEASE FOR MORE INFORMATION CONTACT:
Steven R. Delmar, Executive Vice President & CFO
(301) 428-9100
MICROLOG CORPORATION ANNOUNCES LETTER OF INTENT WITH INVESTOR
GERMANTOWN, MARYLAND, June 9, 1999 MICROLOG CORPORATION (Nasdaq:MLOG) today
announced that it has entered into a non-binding letter of intent with TFX
Equities, Inc. ("TFX") to invest $4 million in Microlog's Common Stock at $1.50
per share. As part of the investment, two nominees of TFX would be appointed to
the Microlog Board of Directors.
The investment is expected to be consummated in two transactions. In the first
transaction, TFX would purchase the maximum number of Microlog shares permitted
by Nasdaq rules without approval from Microlog's shareholders. The parties are
seeking to close the first transaction over the next few weeks. The second
transaction, the sale of the remaining stock, would occur when shareholder
approval is obtained.
"This investment will bring Microlog necessary capital and an important
strategic relationship with Teleflex," stated David Levi, President & Chief
Executive Officer. John Sickler, President of TFX Equities, indicated that
"Microlog's current products and development plans represent a good fit with
Teleflex's criteria for investment in the technology arena."
The investment is subject to definitive documentation, completion of due
diligence, Microlog's obtaining a permanent Chief Executive Officer (the present
CEO, David Levi, is serving on an interim basis), receipt of any necessary
approvals, and similar conditions.
TFX is a wholly owned subsidiary of Teleflex Incorporated (NYSE: TFX). Teleflex
Incorporated is a diversified industrial company with annual sales of more than
$1.4 billion. The Company designs, manufactures and sells quality engineered
products and services for the automotive, marine, industrial, medical and
aerospace markets worldwide. Teleflex has produced 24 consecutive years of
increased revenues and earnings based on its diversified portfolio of businesses
Headquartered in Germantown, Maryland, Microlog Corporation designs, develops,
markets, and supports a complete family of Contact Center solutions including
interactive communications systems and applications that improve customer
service and increase productivity, while reducing costs. The Company's products
find wide application in government, retail, collections, health care, utility,
and many other markets in over 18 countries including The Netherlands, France,
The United Kingdom, and Germany. Microlog's products are sold through its direct
sales force as well as through distributors and value added resellers. Microlog
received ISO 9001 certification in 1994, meeting the highest international
standard for quality assurance. For more information, please visit the Microlog
home page at hyperlink http://www.mlog.com Error! Bookmark not defined. .
Statements in this news release concerning future results, performance, or
expectations are forward-looking statements. Actual results, performance, or
developments could differ materially from those expressed or implied by such
forward-looking statements as a result of known and unknown risks,
uncertainties, the Company's ability to introduce new call center products in a
timely manner, the demand for such products, technological innovation and
competition, and other factors including those described from time to time in
press releases, th he Company's filings with the Securities and Exchange
Commission, and other communications.
