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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 29, 1999
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LOGITEK, INCORPORATED
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(Exact Name of Registrant as Specified in Charter)
New York 0-15545 11-2203507
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
101 Christopher Street, Ronkonkoma, New York 11779
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (516) 467-4200
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
Logitek, Inc. (OTC: LGTK) ("Logitek") has entered into an Agreement and
Plan of Merger dated March 29, 1999 (the "Merger Agreement") among North
Atlantic Instruments, Inc. ("NAI"), a New York corporation, NAI,
Inc.("Acquisition Sub"), a New York corporation wholly-owned by NAI, and
Herbert L. Fischer, solely in his capacity as trustee of, and on behalf of,
the trust forming a part of Logitek's Employees' Stock Ownership Plan.
Pursuant to the merger, Acquisition Sub will be merged with and into
Logitek and each share of common stock of Logitek, par value $0.01 per share,
issued and outstanding immediately prior to the merger (excluding shares
owned, directly or indirectly, by Logitek and any dissenting shares) will be
converted into the right to receive $.915, payable by NAI to the holder
thereof in cash, without any interest thereon. Logitek will be the surviving
corporation and will continue to operate under the Logitek, Inc. name, as a
wholly-owned subsidiary of NAI. Consummation of the merger is subject to the
approval of the shareholders of Logitek and to certain other specified
closing conditions.
Attached and incorporated herein by reference as Exhibit 99.1 is a copy
of the press release of Logitek announcing the signing of the Merger
Agreement.
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits.
(c) Exhibits.
99.1 Press Release, dated March 30, 1999, announcing the signing of
the Agreement and Plan of Merger.
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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.
Date: March 30, 1999
LOGITEK, INC.
By:/s/Herbert L. Fischer
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Name: Herbert L. Fischer
Title: President and
Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Description
99. 1 Press Release, dated March 30, 1999, announcing the signing of
the Agreement and Plan of Merger.
Exhibit 99.1
NEWS RELEASE NEWS RELEASE NEWS RELEASE
For information, contact: Herbert L. Fischer, President, (516) 467-4200
LOGITEK, INC. ANNOUNCES THE SIGNING OF THE
AGREEMENT AND PLAN OF MERGER
NEW YORK, NY, March 30, 1999 - Logitek, Inc. (OTC: LGTK) ("Logitek")
today announced that it has entered into an Agreement and Plan of Merger dated
March 29, 1999 among North Atlantic Instruments, Inc. ("NAI"), a New York
corporation, NAI, Inc. ("Acquisition Sub"), a New York corporation wholly-owned
by NAI, and Herbert L. Fischer, solely in his capacity as trustee of, and on
behalf of, the trust forming a part of Logitek's Employees' Stock Ownership
Plan.
Pursuant to the merger, Acquisition Sub will be merged with and into
Logitek and each share of common stock of Logitek, par value $0.01 per share,
issued and outstanding immediately prior to the merger (excluding shares owned,
directly or indirectly, by Logitek and any dissenting shares) will be converted
into the right to receive $.915, payable by NAI to the holder thereof in cash,
without any interest thereon. Logitek will be the surviving corporation and
will continue to operate under the Logitek, Inc. name, as a wholly-owned
subsidiary of NAI. Consummation of the merger is subject to the approval of the
shareholders of Logitek and to certain other specified closing conditions.
Logitek designs and makes electronic power monitors and controls for
the U.S. government and other industrial customers worldwide. Logitek's
standard and custom-built products are used in missile navigation systems, radar
equipment, aircraft, space vehicles, ships, and data communication and
telecommunication systems. Logitek's products include electronic time delays,
flashers, switch mode power supplies, and voltage, frequency, phase, and power
monitors.
