GLENAYRE TECHNOLOGIES INC
8-K, 1996-03-12
RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT
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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)  March 5, 1996



                           GLENAYRE TECHNOLOGIES, INC.
             (Exact name of registrant as specified in its charter)



Delaware                              0-15761                    98-0085742
(State or other jurisdiction        (Commission               (IRS Employer
of incorporation)                  File Number)            Identification No.)



5935 Carnegie Boulevard, Charlotte, North Carolina                  28209
    (Address of principal executive offices)                      (Zip Code)


Registrant's telephone number, including area code   (704) 553-0038


                                 Not applicable
         (Former name or former address,  if changed since last report.)



                                Page 1 of 4 Pages


<PAGE>



Item 5.  Other Events.

         The Registrant  announced on March 5, 1996 the possible negative impact
on  its  first  quarter  1996  net  sales  as a  result  of the  recent  Federal
Communications Commission Notice of Proposed Rulemaking.  The Registrant's Press
Release is filed herewith as Exhibit 99 to this Report.


Item 7.  Financial Statements and Exhibits.

                (c)  Exhibits

   99    Registrant's Press Release dated March 5, 1996.







                                   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 thereunto duly authorized.

                                     GLENAYRE TECHNOLOGIES, INC.



                                     By   s/ Stanley Ciepcielinski
                                              Stanley Ciepcielinski
                                              Executive Vice President and
                                              Chief Financial Officer


Dated:  March 11, 1996









                                Page 2 of 4 Pages


<PAGE>



                       SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.


                                    EXHIBITS

                                    FORM 8-K
                                 CURRENT REPORT


Date of Report                                      Commission File Number
March 5, 1996                                             0-15761


                           GLENAYRE TECHNOLOGIES, INC.

                                  EXHIBIT INDEX


Exhibit No                                    Exhibit Description

   99                                     Glenayre Technologies, Inc.
                                          Press Release dated March 5,
                                          1996.



                                Page 3 of 4 Pages







                                                                     Exhibit 99

                                                           News Release

                                CONTACT:  Stan Ciepcielinski, CFO
                                                  704/553-0038
                                                  704/553-7878 Fax



               GLENAYRE TECHNOLOGIES ANNOUNCES NEGATIVE IMPACT ON
             FIRST QUARTER 1996 NET SALES RESULTING FROM FCC ACTION


         Charlotte, North Carolina, March 5, 1996 -- Glenayre Technologies, Inc.
(Nasdaq: GEMS) announced today that the recent Federal Communications Commission
("FCC") Notice of Proposed Rule Making ("NPRM"),  which included a freeze on the
acceptance  of new  applications  for  900  MHz  paging  system  licenses,  will
negatively impact the Company's 1996 first quarter net sales.

         The Company  indicated  that the FCC action may result in a $10 million
to $12 million reduction in net sales from analyst  consensus  estimates for the
first  quarter of 1996.  The Company  stated that the overall  impact of the FCC
action on 1996  annual  net sales  cannot  presently  be  determined  due to the
uncertainty of final regulatory changes, including the duration of the licensing
freeze.

         The FCC  accepted  comments on the NPRM on March 1, 1996,  with replies
due by March 11, 1996. Final revisions to current  regulations,  if any, will be
determined by the FCC sometime  after the NPRM's final comment date of March 18,
1996.

         Ramon   Ardizzone,   President  and  CEO,   stated,   "We  are  working
independently and with the Personal  Communications  Industry Association (PCIA)
and its members in their request to the FCC to immediately rescind the licensing
freeze and to provide other clarifications of the FCC's actions taken on the 900
MHz  paging  channels,  to  prevent  additional  negative  impact to the  paging
industry."

         Glenayre  Technologies  is a worldwide  provider of  telecommunications
equipment and related software used by leading wireless personal  communications
service  providers.   The  Company  specializes  in  paging,   cellular,   voice
processing, mobile data and point-to-point wireless interconnection products and
systems. The Company is included in the Nasdaq-100 Index(R).




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