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: January 24, 2000
(Date of earliest event reported)
ASTROSYSTEMS, INC.
(Exact name of Registrant as specified in charter)
Delaware 0-3344 13-5691210
(State or other jurisdiction (Commission File No.) (IRS Employer
incorporation) Identification Number)
P.O. Box 1369, Hockessin, Delaware 19707
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (302) 652-3115
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Item 5. Other Events
On January 24, 2000, Astrosystems, Inc. (the "Company") issued
a press release (the "Press Release") announcing that the Company will be
dissolved on February 8, 2000, and that all of the Company's remaining assets
and liabilities will be transferred to a liquidating trust. The Company also
announced that a liquidating distribution will be paid to all stockholders of
record of the Company as of the close of business on February 7, 2000. The
liquidating distribution and the establishment of the liquidating trust are more
particularly described in the Press Release, which is attached hereto as Exhibit
99.1.
Item 7. Financial Statements, Pro Forma Financial Statements and
Exhibits.
(c) Exhibits.
99.1 Press Release, dated January 24, 2000
2
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SIGNATURES
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.
ASTROSYSTEMS, INC.
Dated: January 24, 2000 By: /s/ Gilbert H. Steinberg
----------------------------
Gilbert H. Steinberg
Vice President
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[GRAPHIC OMITTED]
News Release
For Immediate Release
Contact: Gilbert Steinberg- Treasurer
516-222-2595
Astrosystems Announces $2.90 Cash Distribution
Hockessin, Delaware, January 24, 2000. Astrosystems Inc.(OTCBB:ASTZ)
today announced that a cash distribution of $2.90 per share will be paid to all
shareholders of record as of the close of business on Feb 7, 2000. In addition,
the Company announced that, as provided for in its Plan of Complete Liquidation
and Dissolution approved by stockholders on February 2, 1996, Astrosystems will
be dissolved on Feb 8, 2000 and all remaining assets and liabilities will be
transferred to a liquidating trust. All Astrosystems stock outstanding as of the
close of business on Feb 7, 2000 will represent a nontransferable beneficial
interest in the liquidating trust and holders of such shares will be entitled to
receive pro rata distributions in liquidation of the trust. All trading and
stock transfers will be discontinued after Feb 7, 2000.
It is anticipated that approximately $9,900,000, or approximately $1.67
per share, will be transferred to the liquidating trust and held as a reserve to
cover both known and unanticipated liabilities. The only known and quantifiable
liability at the present time is an estimated tax liability of $4,300,000, or
approximately $.72 per share. The trust will continue to hold all remaining
assets as a reserve against claims that may be made. It is currently anticipated
that complete liquidation of the trust will occur in 2003. At that time assuming
no further liabilities exist, the remaining assets will be distributed on a pro
rata basis to all holders of interest in the liquidating trust.
This release includes forward looking statements concerning the
Company's intent, belief or current expectations with respect to future
distributions to shareholders. Such forward looking statements are not
guarantees of future action and involve risks and uncertainties, including
unanticipated claims brought against the Company, that may cause actual
distributions to differ materially from those currently anticipated to be made.
The Company does not undertake any obligation to update or revise any forward
looking statements.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ASTROSYSTEMS, INC. o P.O. Box 1639 o HOCKESSIN, DE 19707 o tel: 302-652-3115
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