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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): July 2, 1999
MICROLOG CORPORATION
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(Exact name of registrant as specified in its charter)
VIRGINIA 0-14880 52-0901291
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(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 July 2, 1999, Microlog Corporation (the "Registrant") issued a press
release announcing that it has finalized an Investment Agreement with TFX
Equities, Inc. ("TFX") to invest $4 million in the Registrant's Common Stock.
The press release also announced that the Registrant has completed the first of
two transactions pursuant to the agreement, a sale of 855,000 shares of Microlog
Common Stock to TFX for $1.3 million. The second transaction, the sale to TFX of
the remaining Common Stock subject to the agreement for $2.7 million, would
occur after shareholder approval is obtained, which is expected within 90 days.
As part of the agreement, two nominees of TFX will be appointed to the Microlog
Board of Directors.
Attached as Exhibit 99 to this Current Report on Form 8-K is the text of
the July 2, 1999 press release, which is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits.
99. Press Release, dated July 2, 1999, regarding the finalization of the
Registrant's Investment Agreement with TFX Equities, Inc.
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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 hereunto duly authorized.
MICROLOG CORPORATION
Date: July 2, 1999 By: /s/ Steven R. Delmar
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Steven R. Delmar,
Executive Vice President and
Chief Financial Officer
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EXHIBIT 99
FOR IMMEDIATE RELEASE:
FOR MORE INFORMATION CONTACT: STEVEN DELMAR, CHIEF FINANCIAL OFFICER
DAVID BURD, PUBLIC RELATIONS
(301) 428-9100
MICROLOG CORPORATION FINALIZES INVESTMENT AGREEMENT
WITH TFX EQUITIES
GERMANTOWN, MD, July 2, 1999 - MICROLOG CORPORATION (NASDAQ:MLOG) announced
today that it has finalized the Investment Agreement with TFX Equities, Inc.
("TFX") to invest $4 million in Microlog's Common Stock.
The investment will be consummated in two transactions. In the first
transaction, completed with the signing of the agreement, TFX purchased 855,000
shares of Microlog Common Stock for $1.3 million. The second transaction, the
sale of the remaining stock, would occur when shareholder approval is obtained,
expected within 90 days. In addition, as part of the agreement, two nominees of
TFX will be appointed to the Microlog Board of Directors.
"We are pleased to have finalized the agreement with TFX so quickly. This
investment represents the first step in fulfilling Microlog's strategic vision
for the future," stated Steve Smith, Microlog's newly appointed President &
Chief Executive Officer.
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 and supports
a complete family of contact center solutions including interactive
communications systems and software applications that improve customer service
and increase productivity, while reducing costs. The Company's products find
wide application in government, retail, collections, and health care as well as
many other markets throughout the world. 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 www.mlog.com.
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, the Company's filings with the Securities and Exchange
Commission, and other communications.
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