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): February 16, 2000
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)
<PAGE>
Item 5. Other Events
On February 16, 2000, Microlog Corporation (the "Registrant")
issued a press release announcing the resignation of Mr. Stephen D. Smith as its
President and Chief Executive Officer and as a member of the Registrant's Board
of Directors. Mr. John C. Mears, formerly Executive Vice President and Chief
Technology Officer, and Mr. Steven R. Delmar, formerly Executive Vice President
and Chief Financial Officer were named Co-Managing Directors of the Registrant,
functioning as the management executive team reporting to the Board of
Directors. Mr. Mears was named Chief Operating Officer, overseeing R&D,
operations, and corporate staffs, and Mr. Delmar was named Managing Director,
Sales and Marketing, overseeing business development, sales, and marketing. Kirk
Isenbart, the Registrant's Controller, will assume the position of principal
financial officer. Attached as Exhibit 99 to this Current Report on Form 8-K is
the text of the February 16, 2000 press release, which is incorporated by
reference in this Item 5.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits.
99.1 Press Release dated February 16, 2000,
regarding the resignation of Stephen D.
Smith and certain management changes.
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: February 22, 2000 By: /s/ John C. Mears
----------------------
John C. Mears,
Chief Operating Officer
EXHIBIT 99
FOR IMMEDIATE RELEASE FOR MORE INFORMATION CONTACT:
John Mears, Managing Director,
Chief Operating Officer
Steve Delmar, Managing Director,
Sales and Marketing
(301) 428-9100
MICROLOG CORPORATION ANNOUNCES MANAGEMENT CHANGES
GERMANTOWN, MARYLAND, February 16, 2000--MICROLOG CORPORATION (NASDAQ:MLOG)
announced today that Stephen Smith has resigned the position of President and
CEO, and relinquished his Board seat, effective today. Mr. Smith has no
immediate alternate employment plans, and cited personal reasons for his action.
The Company announced some related changes in management. John Mears and Steve
Delmar were named Co-Managing Directors, functioning as the management executive
team reporting to the Board. Mr. Mears was named the Chief Operating Officer
(COO), overseeing R&D, operations, and corporate staffs. Mr. Delmar was named to
a complementary position, overseeing business development, sales, and marketing.
The scope of their combined management responsibilities includes both the Voice
Processing Division and the Old Dominion Systems Division. Both Messrs. Mears
and Delmar have been nominated to fill two Board seats. Kirk Isenbart, the
Company's Controller, will assume the position of principal financial officer
for the Company.
Commenting on the changes, David Gische, Chairman of the Board, stated, "While
we are disappointed to lose Steve Smith as a part of our team, we recognize the
need for efficiencies, new business focus, and the rationalization of the
business up to and including the executive suite. We respect what Steve has done
for us in the short time he's been with us, and we likewise respect his need to
attend to personal matters. We wish him well in whatever he does. As well, we
have confidence that John Mears and Steve Delmar can provide the continuity and
leadership to move the Company in the positive direction that they have worked
to establish over the last two years."
Headquartered in Germantown, Maryland, Microlog Corporation designs, develops,
markets, and supports a wide variety of Contact Center offerings including:
interactive voice response (IVR), Web-based, multi-channel, unified queuing
software, and system integration (SI) consultation. The Company's award winning
products and services have found wide acceptance in the government, retail,
collections, health care, and utility markets, as well as industries reliant on
inbound and outbound contact center technologies. Old Dominion Systems (ODS), a
division of Microlog Corporation of Maryland, provides technical and
administrative support to prime US government contractors. ODS's comprehensive
technical capabilities include systems performance analysis, software
development life cycle support, data management support, and information
management services.
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 and
uncertainties, including the Company's ability to introduce new call center
products on a timely manner, the demand for such products, demand for
professional services, technological innovation and competition, the Company's
ability to control costs, and other factors including those described from time
to time in the Company's other filings with the Securities and Exchange
Commission, press releases, and other communications.
# # #
